Steps to Incorporate Private Limited Company

Steps to Incorporate Private Limited Company

Incorporation of the company in India governs under the provision of The Indian Companies Act 2013

 

The very first two steps you need to take are the following:

  1. Acquire Digital Signature certificate
  2. Register in MCA portal

After this, there are two options to incorporate a new Company.

Option1: Incorporate a new company by filing Form INC-29- Integrated Incorporation Form 

Option 2:  

  1. Application for DIN
  2.  Apply for Name of Company
  3.  Application for Incorporation of Company
  4. Notice of Situation of Registered Office
  5. Particulars of Appointment of Directors

If this is the first time you are going to fill an E Form then you need to be aware of certain basic concepts regarding E form.

  1. Acquire Digital Signature Certificate

The process of Incorporation of an LLP requires you to file E forms on the MCA website. For this you will require a Digital Signature. The Information Technology Act, 2000 provides for use of Digital Signatures on the documents submitted in electronic form in order to ensure the security and authenticity of the documents filed electronically. A licensed Certifying Authority (CA) issues the digital signature. You can apply for a DSC from any one of the 8 Certifying Authorities given below.

You will have to submit a photograph of yours along with a self-attested copy of PAN and proof of residence.

  1. User registration in MCA

Now you should register as a User in the website of Ministry of Corporate Affairs. Registering will enable you to avail services like uploading the E form and making payments thereof etc.

Steps

  1. Click on “login” on the upper side of the MCA home page
  2. Click on “Register now”
  3. Fill in the form and create your own account

After this you can log in to your MCA account any time you want with the help of your user ID and password.

Option 1

Integrated Incorporation Form- INC 29

E Form INC-29 deals with the single application for approval of name of the company, incorporation of a new company and/or application for allotment of DIN.

This E Form is accompanied by supporting documents including details of Directors & subscribers, MoA and AoA etc.

Once the E Form is processed and found complete, company would be registered and CIN would be allocated.

Also DINs gets issued to the proposed Directors who do not have a valid DIN.

Maximum three Directors are allowed for using this integrated form for filing application of allotment of DIN while incorporating a company.


What are the mandatory information required for E form INC 29?

  1. Type of Company
  • Producer
  • Other
  1. Class of Company
  • Public
  • Private
  1. Category of Company
  • Limited by shares
  • Limited by guarantee
  • Unlimited company
  1. Sub category of company
  • Union Government
  • State Government
  • Non-Government
  • Subsidiary of foreign
  • Guarantee and Association
  1. Main Division of Industrial Activity.

Choose this as per Annexure A

  1. Correspondence Address
  2. Name
  1. Name of the proposed company
  • Significance of coined words
  • Meaning of vernacular words used in the name
  1. Whether the promoters are carrying on any Partnership firm, sole proprietary or unregistered entity in the name applied for.

If yes, whether business of such entity shall be acquired

  1. Whether the proposed name contains name of any person other than the promoter(s) or their close blood relative(s)
  2. Whether the proposed name includes the name of relative(s)
  3. If the name is similar to existing Indian Company, provide CIN
  4. Whether the proposed name is based on a registered trademark or is subject matter of an application pending for registration under the Trade Marks Act
  • Class of trademarks
  • Application particulars and approval of trademarks

  1. Number of first subscriber(s) to MOA and directors of the company
  1. If the director has a valid DIN
  • DIN
  • Designation
  • Category: Promoter, Professional, independent, Nominee
  • Whether chairman, executive or non-executive director

  1. If Director does not have valid DIN
  • Name
  • Father’s name
  • Gender
  • DOB
  • Nationality
  • Place of birth
  • Whether resident of India
  • Occupation
  • Education
  • PAN/Passport no
  • E mail ID
  • Address

  1. Number of entities in which director have interest (Need not to mention if such entity is having CIN/FCRN/LLPIN)
  • Name of the entity
  • Address
  • Registration number
  • Designation
  • Percentage of shareholding
  • Amount
  1. Particulars of Payment of stamp Duty:
  1. The State or Union territory will be pre-filled based on the address of the proposed company.
  • Select whether you will be paying the stamp duty electronically through MCA21 system or not.
  • You can select ‘No’ only if the applicable payment of stamp duty through MCA21 system is not mandatory for the state or union territory selected.
  • You can select ‘Not applicable’ only if the amount of stamp duty (as per the state wise stamp rules) in respect of all the documents (i.e. Integrated Form, MoA and AoA) is NIL.  

ii. Provide details of Stamp Duty already paid:

The table from the form is given below

  1. Additional Info regarding PAN and TAN

  1. Additional Info for Employer Registration

After filling up this form it needs to be prescrutinised and uploaded in the MCA website. Thereafter we need to make payment of fees as per Annexure B.

What are the mandatory attachments required in E form INC 29?

  1. MOA
  2. AOA
  3. Affidavit and Declaration by First Subscribers and Directors
  4.  Approval of the owner of the trademark or the applicant of such application for registration of Trademark
  5. If the address for correspondence is the address of registered office of the company, then following attachments are mandatory:
  • Proof of office Address
  • Copy of utility Bills not older than two months
  1. If the name of the proposed company includes the name of relative(s) of the promoter, then it is mandatory to attach:
  • Proof of relation
  1. If the promoters are carrying on any Partnership firm, sole proprietary or unregistered entity in the name as applied for, then it is mandatory to attach
  • NOC from the sole proprietor/ partners/other associates/ existing company
  1. In case the proposed name contains name of any person other than the promoter(s) or their close blood relative(s), then it is mandatory to attach:
  • NOC from any other person
  1. If any subscriber to the proposed company is Foreign company and/or company incorporated outside India, then it is mandatory to attach:
  • Copy of certificate of incorporation of the foreign body corporate and resolution passed

After Verification of all the information and documents, you will be granted a Certificate of Incorporation.

Option2

  1. Application for DIN (Form DIR 3)

Everyone who wishes to become the designated partners of the LLP should acquire a Designated Partner Identification Number (DPIN). All information regarding the Director will be available on the MCA website with the help of this DIN.  

You acquire a DIN by filling up Form DIR-3 and uploading it on the MCA website.

You can download the Form DIR -3 from  here 

What are the mandatory information required to fill up form DIR-3?

  1. Name
  2. Father’s name
  3. Nationality
  4. Occupation
  5. Area of Occupation
  6. Educational qualification
  7. Date of Birth
  8. Gender
  9. PAN number
  10. Permanent residential address
  11. Present residential address

What are the attachments required for form DIR-3?

  1. Proof of Identity

PAN is a mandatory requirement in case of Indian nationals.

Passport is a mandatory requirement in case of foreign nationals

  1. Proof of residence of the applicant
  2. Copy of verification by the applicant as per e Form DIR-4
  3. Photograph in JPEG format
  1. Apply for name of the company (Form INC-1)

The name of your company should not be identical or too nearly resemble any existing company name.

Upon receipt this application, the Registrar may, on the basis of information and documents furnished along with the application, reserve the name for a period of sixty days from the date of the application.

You can download Form INC-1 from here.

What are the mandatory information required for Form INC-1?

  1. Details of the Applicant
  • DIN if available/ PAN
  • Name
  • Occupation
  • Address
  • Email id
  • Phone number
  1. Type of company
  • Section 8
  • Part 1 company
  • Producer company
  • New company
  1. Class of Company
  • Public or Private
  1. Category of the company
  • Limited but shares
  • Limited by Guarantee
  • Unlimited company
  1. Sub category of the company
  • Union Government
  • Sate Government
  • Non-Government
  • Subsidiary of Foreign Company
  • Guarantee and association Company
  1. Name of the State where registered office will be situated
  2. Name of the office of Registrar
  3. Details of Promoters
  • DIN (if available)/PAN
  • Category
  • Name
  1. Objects of the company
  2. Particulars of proposed Directors

Note: Specify information of one director in case the proposed company is One Person Company or of two directors in case the proposed company is a private company (other than producer company) or of three directors in case the proposed company is a public company or of five directors in case the proposed company is a producer company.

  1. Whether the Promoters are carrying on any Partnership firm, sole proprietary or unregistered entity in the name as applied for.

If yes, whether the business of such entity shall be taken over by the proposed Company.

  1. Particulars about the proposed name

Below is the format:

  1. Whether the proposed name is in resemblance with any class of Trade Marks Rules, 2002

If yes, Specify class of trademark.

  1. Whether the proposed name(s) is/are based on a registered trade mark or is subject matter of an application pending for registration under the Trade Marks Act.

If yes, furnish particulars of trade mark or application and the approval of the applicant or owner of the trademark.

  1. In case the name is similar to any existing company or to the foreign holding company
  • Name of the company
  • CIN
  1. Other details as given below:

What are the mandatory attachments of Form INC-1?

  1. In case the proposed name(s) are based on a registered trademark or is a subject matter of an application pending for registration under the Trade Marks Act, 1999, the approval of the owner of the trademark or the applicant of such application for registration of Trademark
  2. Copy of Central Government’s approval in case the proposed name contains such word(s) or expression(s) for which the approval of Central Government is required
  3. Approval from IRDA, RBI, SEBI, MCA or any other needs to be attached in case proposed name includes the word such as Insurance, Bank, Stock Exchange, Venture Capital, Asset Management, Nidhi, or Mutual Fund etc.
  4.  No objection certificate from the sole proprietor/partners/other associates needs to be attached if the promoters are carrying on any partnership firm, sole proprietary or unregistered entity in the name as applied for.
  5. In case the name is similar to any existing company or to the foreign holding company, then, a certified true copy of No objection certificate by way of board resolution needs to be attached.

  1. Application for Incorporation of a Company (Form INC-7)

You are required to file EForm INC-7 for incorporation of Company sixty days from the date of application of reservation of name in E Form INC-1.

You can download the Form from here.

What are the mandatory Information required in form INC-7?

  1. SRN of Form INC 1
  2. Company has share capital or not
  3. Address
  4. Capital structure of the company in the following format:

 

 

  1. Main Division of Industrial Activity of the Company


  1. Whether the proposed company shall be conducting any non – banking financial and investment (NBFI) activities within the meaning of section 45-I of the Reserve Bank of India Act, 1934.

If yes, please enter the date on which in principle approval was granted to it by the Reserve Bank of India or other concerned regulatory authority.

  1. Number of promoters (First Subscribers to MOA)

Particulars of these promoters

  • Category
  • DIN
  • Name
  • Father’s/ Mother’s/Spouse name
  • Nationality
  • Gender
  • DOB
  • Occupation
  • Area of Occupation
  • Education
  • Name of entity
  • Registered office/ principal place of business
  • Address
  • Phone number
  • E mail ID
  • Duration of stay at present address

If less than 1 year, then Previous address

  • Proof of identity
  • Residential proof
  • Other details in form below:

















  1. Details of Articles in the format below:










  1. Particulars of stamp duty in the format below:

What are the mandatory attachments of Form INC-7?

  1. MOA
  2. AOA
  3. Declaration in Form No. INC-8
  4. Affidavit from each of the subscriber to the memorandum in Form No.INC-9
  5. Proof of residential address
  6. Copy of In-principle approval granted by the RBI or any concerned authority.

  1. Notice of Situation of Registered Office (Form INC-22)

The company shall furnish to the Registrar verification of its registered office within a period of thirty days of its incorporation.

You can download the Form from here.

What are the mandatory information required in Form INC-22?

  1. CIN/SRN of Form INC-1
  2. Name of Company
  3. Address
  4. Date of Incorporation
  5. Whether Registered office is
  • Owned
  • Taken on lease
  • Owned by director
  • Taken on lease by any other person
  1. Name of office of proposes ROC
  2. Address of Police station under the Jurisdiction of which the registered office is situated.
  3. Particulars of the Utility Services Bill depicting the address of the registered office

What are the mandatory attachments of Form INC-22?

  1. Proof of registered office Address
  • Conveyance
  • Lease deed
  • Rent agreement with rent receipts
  1. Copies of utility Bills selected in form (not later than 2 months)
  2. A proof that the Company is permitted to use the addresses the registered office of the Company if the same is owned

  1. Particulars of Appointment of Directors (Form DIR-12)

The particulars of each person mentioned in the articles as first director of the company and his interest in other firms or bodies corporate along with his consent to act as director of the company shall be filed in Form No.DIR-12

What are the mandatory information in DIR-12?

  1. CIN/ SRN of INC-1
  2. Name of company
  3. Address
  4. E mail id of company
  5. DIN of Managing Director
  6. Name
  7. Father’s name
  8. Address of Director
  9. Nationality
  10. DOB
  11. Designation
  12. Category
  13. Whether Executive/Nonexecutive/ Chairman
  14. E mail Id of director
  15. Interest in other entities in the following format:

  1. Details of manager(s), secretary(s), Chief Financial Officer or Chief Executive Officer of the company

What are the mandatory attachments in Form DIR-12?

  1. Letter of Appointment
  2. Declaration in Form INC-9
  3. Interest in other entities of director it is mandatory to attach in case number of entities entered is more than one

Basic concepts of filling up an E form.

Pre fill: You can Pre fill the document with the help of CIN or DIN. All relevant information regarding that DIN/CIN will be filled up in the form automatically. Note that you have to enter the DIN/CIN correctly. Also you have to be connected to the internet as the information will be fetched directly from MCA website. This Pre fill option may appear more than once in a form.

Check Form: It will make sure that you have filled up each and every mandatory field in the form. It will point out any field which is left out by giving an error dialogue box. Once the form is filled completely, then a message will be displayed which reads “Form Level prescrutiny Successful”

Modify: This button is used when you want to edit the form after you have done Form level prescrutiny. After modifying the form, you will have to click on Check form once again.

Signature: First you have to attach the Digital Signature of the applicant. Then attach te same of a whole time CA/CS/CMA.

Prescrutiny: After attaching the DSC, you have to click on Pre scrutiny button. This will check if all the details entered in the form are as per MCA website records. If any information is not matching, then there will be an error.

For example: The holder of DIN xxxxxx is Ajay Kumar Nath, but we have filled it up as Ajay Nath, then there will be a Pre scrutiny error. Only a Pre scrutinised form can be uploaded.