Procedure for Registration of Company in India

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For the purpose of incorporation of a company in India under the Companies Act, 1956, it requires name approval from the RoCs by filing Form 1A. After getting the name approval, the promoter(s) has to apply for incorporation of the company through Form 1 and also notify the RoC regarding the situation of registered office through Form 18, and provide details of the Directors’ appointment through Form 32. After processing of all three eForms i.e. 1, 18 and 32, the company is registered and a CIN is generated for the company.

Stages in forming a Company

[top]Application for Director Identification Number (DIN-1)

An existing Director/ person intending to become a Director are required to make an application to MCA for allotment of a unique identification, namely, Director Identification Number (DIN). It is intended to be a lifetime number.
For obtaining DIN, form DIN‐1, requiring personal details such as name, address, and email ID of the person making an application, is required to be filled in.
There is a fee of Rs. 100/‐ for application for allotment of DIN. On submission of of form DIN‐1 online, applicant shall be allotted a provisional DIN and then he/ she is required to pay the requisite fees with reference to the provisional DIN obtained. The applicant shall be required to take a printout of the submitted eForm and will have to attach proof of identity, proof of residence, proof of father’s name, proof of
date of birth and photograph. The applicant shall be required to sign the physical copies of the form and get these documents duly notarized/ attested by an approved authority. The applicant shall be required to send these documents along with the proof of payment made for DIN application to MCA DIN Cell at Noida.
On receipt of these documents, the application will be scrutinised and on approval, the DIN shall become active. The outcome of application (approval / rejection) shall be communicated to the user through email. Also the applicant can enquire the application status by quoting provisional DIN allotted at MCA portal.

[top]Getting Digital Signature Certificate

A digital signature is the electronic signature duly issued by the Certifying Authority that shows the authenticity of the person signing the same. Every user who is required to sign an eForm for submission with MCA requires Digital Signature. The persons requiring Digital Signature includes the company representatives, professionals and others who are required to affix digital signatures for submitting an eForm.
The indicative process of issuance of DSC by registering online is as follows

Applicant registers online as a new subscriber at CA website. As a part of registration he has to provide user id/password and email account and CA creates user account.
Applicant is directed to the Certificate Enrollment page and follows the enrollment procedure.
Applicant takes the printout of Certificate Enrolment Form and sends
the required Certificate Validation documents to CA as per the checklist mentioned in the Certificate Enrollment pages.
Applicant downloads the Certificate once the email notification on
Certificate Issuance is received. The procedure for downloading the
Certificate is specified in the email.

Digital Signature Certificates are used in MCA21 in terms of the following:

Signing of eForms and Documents: Digital Signature Certificates are used in eForms to ensure the signatory authentication and data
authentication. The eForms and documents shall be digitally signed during submission of requests by the users (Directors/Managers/Secretary, Professionals). Whenever a request for a service is approved and the workflow is completed, the employee of MCA shall digitally sign the eForm as a proof of having processed/ approved the request in recognition of delivery of service.
Secure Login: Directors / Manager / Secretary and Professionals shall login to the MCA portal using Digital Signature Certificates instead of a password. Digital Signature Certificate based solution provides a much secure way of login over normal user ID / password method.
The person requiring Digital Signature Certificate can approach any of the Certifying Authorities mentioned in Appendix B for issuance of Digital Signature Certificate. It is normally required to get a Digital Signature Certificate renewed every one or two year. There are charges associated with issuance and renewal of Digital Signature Certificate and these charges vary from one Certifying Authority to other.

[top]Incorporating a Company - Approval of Name

The first step in the formation of a company is the approval of the name by the Registrar of Companies (ROC) in the State/Union Territory in which the company will maintain its Registered Office. This approval is provided subject to certain conditions:

For instance, there should not be an existing company by the same name.
Further, the last words in the name are required to be "Private Ltd." in the case of a private company and "Limited" in the case of a Public Company.
The application should mention at least four suitable names of the proposed company, in order of preference.
In the case of a private limited company, the name of the company should end with the words "Private Limited" as the last words. In case of a public limited company, the name of the company should end with the word "Limited" as the last word.

The ROC generally informs the applicant within seven days from the date of submission of the application, whether or not any of the names applied for is available. Once a name is approved, it is valid for a period of six months, within which time Memorandum of Association and Articles of Association together with miscellaneous documents should be filed. If one is unable to do so, an application may be made for renewal of name by paying additional fees. After obtaining the name approval, it normally takes approximately two to three weeks to incorporate a company depending on where the company is registered.

[top]Memorandum and Articles

The Memorandum of Association and Articles of Association are the most important documents to be submitted to the ROC for the purpose of incorporation of a 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 besides also defining 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.
The ROC will give the certificate of incorporation after the required documents are presented along with the requisite registration fee, which is scaled according to the share capital of the company, as stated in its Memorandum. A private company can commence business on receipt of its certificate of incorporation.
A public company has the option of inviting the public for subscription to its share capital. Accordingly, the company has to issue a prospectus, which provides information about the company to potential investors. The Companies Act specifies the information to be contained in the prospectus.
The prospectus has to be filed with the ROC before it can be issued to the public. In case the company decides not to approach the public for the necessary capital and obtains it privately, it can file a "Statement in Lieu of Prospectus" with the ROC.
On fulfillment of these requirements, the ROC issues a Certificate of Commencement of Business to the public company. The company can commence business immediately after it receives this certificate.

[top]Certificate of Incorporation

After the duly stamped Memorandum of Association and Articles of Association, documents and forms are filed and the filing fees are paid, the ROC scrutinizes the documents and, if necessary, instructs the authorised person to make necessary corrections. Thereafter, a Certificate of Incorporation is issued by the ROC, from which date the company comes in to existence. It takes one to two weeks from the date of filing Memorandum of Association and Articles of Association to receive a Certificate of Incorporation. Although a private company can commence business immediately after receiving the certificate of incorporation, a public company cannot do so until it obtains a Certificate of Commencement of Business from the ROC.

[top]Miscellaneous Documents

The documents/forms stated below are filed along with Memorandum of Association and Articles of Association on payment of filing fees (depending on the authorised capital of the company):

Declaration of compliance, duly stamped
Notice of the situation of the registered office of the company
Particulars of Directors, Manager or Secretary
Authority executed on a non-judicial stamp paper, in favour of one of the subscribers to the Memorandum of Association or any other person authorizing him to file the documents and papers for registration and to make necessary corrections, if any
The ROC’s letter (in original) indicating the availability of the name.