Creating Private Limited Company In India
Pre-requisites to incorporate a private limited Company in India by foreign citizens:
i) Obtaining Director Identification Number (DIN-1) for all the Directors of the proposed company.
Documents required – Passport of the applicant containing address of the applicant and passport size photograph.
If all the particulars are given, DIN-1 provisional number can be generated in half a day’s time.
DIN-1 application for foreign citizens require attestation by Notary of the country concerned.
Once the signed copy of physical form attested by notary of foreign country is sent to MCA Office, Noida, it will take a week’s time approx to get the number approved. Once approved by the MCA authority, provisional DIN-1 which has already been generated will be final.
ii) Obtaining Digital Signature for at least one Director of the proposed company.
It requires ID Proof, Address Proof and the applicant’s signature on the application form. It will take 2 to 3 days once the application is received duly filled in all respects.
Making online application to ROC for availability of Name in Form 1A.
The particulars required for making this application are:
-Name of the proposed company
-State in which the registered office of the proposed company will be situated
-Main Objects, in brief
-Names of Subscribers to the Memorandum of Association (it is nothing but, first shareholders of the company, who should sing MOA & AOA)
-Proposed Authorized Share Capital of the Company
This process will take 3 to 5 days approx.
Once the name is approved by ROC, then preparation of MOA, AOA, other forms & documents viz., Form 1, Form 18 & Form 32 along with other documents have to be done and filed with ROC.
Approximately it will take a week’s time to complete incorporation formalities.
Q : How many days we have to wait for this getting Name approval and registering ROC
Ans:- Name approval process will take 3 to 5 days. Entire Registration process will take Minimum 15 to 20 days provided all the information has been furnished promptly.
Q: If the director is registering for first Time can we apply without DIN? Or should we apply for DIN first?
Ans:- Applying for DIN is prerequisite before proceeding for registration of the Company
Q: What is “Subscribers to MOA”?
And:- It is nothing but, first shareholders (also known as promoters) of the Company, who should sign the Memorandum & Articles of Association.
Q: Can registration be done in any part of India?
And:- Place of registered office can be in any part of India. Depending upon place of registered office, registration has to be done in the respective State.
Q: Need details about all the forms
Ans:- These are Statutory forms which have to be filed for registration of the Company.
Form 1 – Contains details of promoters of the Company
Form 18 – About the place of registered office of the Company
Form 32 – About Directors of the Company
Q: Suppose 2 directors are non india citizens can they start the company?
Ans:- There is no objection for non Indian citizens to start a company in India and to act as Directors. But they have to appoint Alternate Directors representing them, to comply with the statutory requirement of convening quarterly Board Meetings and to take day to day decisions to run the company, signing other documents and forms for getting various registrations as applicable to the company. It is recommended to allot atleast 1 share each to 2 Indian citizens to comply with the statutory requirement of convening Annual General Meeting every year & EGM as and when required.
Q: Can we register the company without the directors coming to india?
Ans:-This is possible provided foreign citizens execute power of attorney in favor of Indian citizen attested by Notary/Magistrate in the Foreign Country. Then the authorized person can sign in the Memorandum & Articles of Association on behalf of foreign citizens.
More clarification on this point will be sent soon.
Q: Need more specific Breakup time frames like how long for name checkup, then the time for next process, also define total process involved like submitting forms to different departments etc?
Ans:- Entire incorporation process will take 15 to 20 days appox provided all the information has been provided immediately.
Subsequent to formation of the Company generally the following formalities have to be complied with:
a) Applying for PAN (Permanent Account Number) & TAN (Tax Deduction Account Number)
b) Opening of Bank Account
c) VAT & CST Registration, if applicable
d) Preparation of Common Seal & Share Certificates
e) Appointment of Auditors
f) PF Registration (applicable only if 20 or more employees are there)
g) Professional Tax Registration
h) Other Registrations & Licenses, such as Excise, Customs, STPI as applicable to the company