COMPANY FORMATION/REGISTRATION LEGAL SERVICES IN INDIA

The laws relating to registration of a limited liability company in India  is contained in Companies ACt, 1956. 

Registrars of Companies (ROC), appointed under Section 609 of the Companies Act, by the Ministry of Corporate Affairs (MCA), is vested with the primary duty of registering companies and of ensuring that such companies comply with statutory requirements under the Act. A company can be registered with the ROC of the state under whose jurisdiction the proposed company’s registered office will be situated.

Registration Requirements

A Private Limited Company must have a Paid-up capital of INR 100,000 and a Public Limited Company must have a paid-up capital of INR 500,000. A Private Limited Company must have a minimum of two directors and two shareholders and Public Limited Company must have a minimum of three directors and seven shareholders.

The directors must have a valid Director Identification Number (DIN), allotted by the Ministry of Corporate Affairs. DIN is a unique identification number for an existing director or a person intending to become a director of a company. As per a recent amenedment to the Companies Act 1956, DIN has become mandatory for all the directors. DIN is unique and specific to an individual therefore only one DIN is allotted per individual even if the individual serves as director at multiple companies. Application for the allotment of Director Identification Number (DIN) can be obtained online on MCA’s website. Duly completed DIN Application Form must be mailed to MCA DIN Cell, along with a proof of identity and a proof of residence with colored photo. The photo affixed on the form and the proofs attached must be certified by a Public Notary or Gazetted Officer or any certified professionals. No fee is charged for issuing DIN. This process takes approximately 3 to 5 working days.

Preparation of Documents

After obtaining name approval from the ROC the following documents must be prepared to incorporate the company

Memorandum of Association (MOA)

Articles of Association (AOA)

Form 1 – providing details of promoters of the company

Form 18 – providing details of registered office of the company

Form 32 – providing details Directors of the company

The Memorandum of Association is a document that sets out the constitution of the company. It contains, amongst others, the objectives and the scope of activity of the company and also describes the relationship of the company with the outside world.

The Articles of Association contain the rules and regulations of the company for the management of its internal affairs. While the Memorandum specifies the objectives and purposes for which the Company has been formed, the Articles lay down the rules and regulations for achieving those objectives and purposes. It also states the authorized share capital of the proposed company and the names of its first / permanent directors.

Professional help is to be sought in the drafting of the MOA and AOA, as it contains the governing policies, rules and by-laws of the proposed venture. The draft must be carefully vetted by the promoters before printing and stamping.

Submission of Documents.

Submit the following documents to the ROC with the filing fee and the registration fee:

The stamped and signed Memorandum and Articles of Association (3 copies).

Form-1, 18 & 32 in duplicate.

Any agreement referred to in the Memorandum & Articles.

Any agreement proposed to be entered into with any individual for appointment as Managing or whole time Director.

Declaration of Compliance by an advocate or company secretary or chartered accountant or director, manager or secretary of the company

Name availability letter issued by the ROC.

Power of Attorney authorizing a person, on behalf of subscribers, any documents and papers filed for registration. The power of attorney should be given on Non-Judicial stamp paper of appropriate value and shall be submitted to the Registrar