Company Registration
Private Company Registration
A 'Private Company' is a limited company formed with inimum of 2 members and 2 Directors. The maximum number of members in a private company is restricted to 50.
The name of the company should end with the words 'Private Limited'. A 'Private Limited' company is the most common incorporated business organisation in India. It is generally called as a 'Private Company'.A 'Private Company' is an incorporated business entity registered under the Companies Act, 1956, with the following features and restrictions:
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A 'Private Company' is a limited company formed with inimum of 2 members and 2 Directors. The maximum number of members in a private company is restricted to 50.
The name of the company should end with the words 'Private Limited'. A 'Private Limited' company is the most common incorporated business organisation in India. It is generally called as a 'Private Company'.A 'Private Company' is an incorporated business entity registered under the Companies Act, 1956, with the following features and restrictions:
- Minimum and maximum number of shareholders are 2 and 50, respectively.
- Minimum paid-up capital should be Rs.1,00,000.
- Minimum number of directors are 2.
- Shares transfers can be restricted as per the articles of the company.
- Private company cannot accept deposits from the public; it can accept loans and deposits only from its shareholders, directors and directors' relatives.
- Private company cannot issue shares to the public.
- Compliance and regulatory requirements under applicable company laws are fewer and simpler as compared to requirements prescribed for a public company.
- The name of the company should end with 'Private Limited'
- Identify a minimum of 2 shareholders and 2 directors.
For registering a private company, a minimum of 2 shareholders and 2 directors are required. Shareholders could be individuals, companies or LLPs, but only individuals can become directors of a company. A director need not be a shareholder of the company and shareholders need not necessarily be directors as well.
Shareholders / Members are the persons holding shares in a company.
Directors of company are responsible for the management of the company affairs and legal compliance under various laws. Directors are normally appointed by shareholders. Indian company laws specify that only an individual can be appointed as a director of a company.
Obtain a Director Identification Number (DIN) for all proposed directors.
- The proposed director must have a DIN allotted by the Ministry of Corporate Affairs. DIN can be obtained by filing an online application with a copy of ID and address proofs. Indian nationals must have a PAN for applying a DIN.
- Obtain a Digital Signature Certificate (DSC) for one of the promoters and directors.
During the registration process, all the documents are submitted to the ROC online through www.mca.gov.in. These forms need to be authenticated by signing it using a Digital Signature Certificate issued by the Certifying Authority in India. One of the promoters and directors should have a digital signature certificate to authenticate documents that are submitted to the ROC. - Identify the location and authorised capital of the company
It is important to have a proper address for the company's registered office. The address need not be a commercial location for registering a company. It could be the residential address of one of the promoters or any other identifiable address. The ROC will send all the correspondence relating to the company to the registered office address. The jurisdiction of the ROC will depend on the location of the registered office.
A private limited company should have a minimum authorised capital of Rs.1,00,000. Authorised capital can be any amount above the minimum limit. Company registration fee varies depending on the authorised capital of the company. - The name of the company should end with the words 'Private Limited'.
Before proceeding with the incorporation process, an application has to be filed for getting the company name approval from the ROC. It is preferable to submit the application with multiple names in the order of preference. Company name application must be in line with the Company Name Guidelines.
Company name application is filed in Form 1A to the Ministry of Corporate Affairs, Government of India, to check the availability of the proposed name for registration of a new company.
Once approved, the name will be reserved for 60 days. Company registration documents have to be executed and filed within this time line. - Execution of company registration documents
After the company name is approved, the company incorporation documents such as MOA and AOA have to be executed by the promoters in the prescribed format.
MOA and AOA has to be executed by the subscribers, who have to supply other details such as name, father's name, residential address, occupation and the number of shares they agree to take on in their own handwriting. They will then have to sign the document and should enclose the signature of a witness who knows the subscribers. - Submission of company registration documents to the ROC
Once the MOA and AOA are executed, the same has to be submitted to the ROC of the respective state for the company registration. The originally executed MOA and AOA are not required to be filed with the ROC. The same has to be preserved by the promoters for future reference.
Along with incorporation documents, details of directors and registered office are also required to be filed with the ROC. - Company Registration and Certificate of Incorporation
The ROC will register the company after due verification of MOA, AOA and other details and will issue the Certificate of Incorporation (COI). It will also allocate a Corporate Identification Number (CIN) to the company so registered.
The COI is now issued by the ROC in digital form with the digital signature certificate. No physical certificate will be issued by the office of ROC. A private company can commence its business after obtaining the COI
Company Name Application
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Public Company Registration
As the name reveals, a public limited company has a wider coverage than a private limited company. It is generally called a 'Public Company'.
Generally, companies requiring huge capital investment from a large base of shareholders are opting for registration as a Public Limited Company.A 'Public Company' is an incorporated business entity registered under the Companies Act, 1956, with the following features:
- Minimum number of shareholders is 7. There is no restriction on maximum number of shareholders.
- Minimum number of directors is 3. The proposed director must have a DIN allotted by the Ministry of Corporate Affairs, Government of India.
- A public company can issue shares to public subject to the compliance of the Companies Act and other regulations.
- A public company can accept deposits from public subject to the compliance of the Companies Act and other regulations.
- Operations of public limited companies are subject to compliance of many restrictive provisions of the Companies Act.
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- Identify a minimum of 7 shareholders and 3 directors.
For registering a public company, a minimum of 7 shareholders and 3 directors are required. Shareholders could be individuals, companies or LLPs, but only individuals can become directors of the company. A director need not be a shareholder of the company and shareholders need not necessarily be the directors also.
Shareholders / Members are the persons holding shares in a company.
Directors of company are responsible for the management of the company affairs and legal compliance under various laws. Directors are normally appointed by shareholders. Indian company laws specify that only an individual can be appointed as a director of a company. - Obtain a Director Identification Number (DIN) for all proposed directors.
The proposed director must have a DIN allotted by the Ministry of Corporate Affairs. DIN can be obtained by filing an online application with a copy of ID and address proofs. Indian nationals must have a PAN for applying a DIN. - Obtain a Digital Signature Certificate (DSC) for one of the promoters and directors.
During the registration process, all the documents are submitted to the ROC online through www.mca.gov.in. These forms need to be authenticated by signing it using Digital Signature Certificate issued by Certifying Authority in India. One of the promoters and directors should have a digital signature certificate to authenticate the documents that are being filed. - Identify the location and authorised capital of the company
It is important to have a proper address for the registered office of the company. The address need not be a commercial location for registering a company. It could be the residential address of one of the promoters or any other identifiable address. The ROC will send all correspondence relating to the company to the registered office address. The jurisdiction of the ROC will depend on the location of the registered office.
A public limited company should have minimum authorised capital of Rs.5,00,000. Authorised capital can be any amount above the minilab limit. Company registration fee varies depends on authorised capital of the company. - Company Name Application
The name of the public company should end with the words 'Limited'.
Before proceeding with the incorporation process, an application has to be filed for getting the company name approval from the ROC. It is preferable to submit the application with multiple names in the order of preference. The company name application must be in line with the Company Name Guidelines.
Company name application is filed in Form 1A to the Ministry of Corporate Affairs, Government of India, to check the availability of the proposed name for registration of a new company.
Once approved, the name will be reserved for 60 days. Company registration documents have to be executed and filed within this time line. - Execution of company registration documents
After the company name is approved, the company incorporation documents such as Memorandum of Association (MOA) and Articles of Association (AOA) have to be executed by the promoters in the prescribed format.
Subscribers also have to write their name, father's name, residential address, occupation and the number of shares they agree to take on in their own handwriting and sign the document. The document will also have to be signed by a witness who knows the subscribers. - Submission of company registration documents to the ROC
Once the MOA and AOA are executed, the same have to be submitted to the ROC of the respective state for registration of the company. The originally executed MOA and AOA are not required to be filed with the ROC, and can be preserved by the promoters for future reference.
Along with incorporation documents, details of directors and registered office are also required to be filed with the ROC. - Company Registration and Certificate of Incorporation
The ROC will register the company after due verification of MOA, AOA and other details and will issue the Certificate of Incorporation (COI). The ROC will also allocate a Corporate Identification Number (CIN) to the company that is registered.
The COI is now issued by the ROC in digital form with the digital signature certificate; ROC will not issue any physical certificate. - Obtaining the Certificate of Commencement of Business
A public company cannot start its business immediately after getting the COI. It has to obtain a Certificate of Commencement of Business from the ROC by filing a 'Statement in Lieu of Prospectus' (SLP), after which it can commence its business operations.
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Section 25 Company Registration
A company can be registered for charitable purposes with the object of not making any profits.
This is subject to the provisions of Section 25 of the Companies Act. 1956. Hence, these companies are generally called Section 25 companies and are formed to promote Commerce, Science, Art, Religion, Charity or other socially useful objectives.A Section 25 Company shall not pay any dividend to its members, but apply the surplus of receipts over payments for promotion of its objectives.
These companies need not use the words Limited or Private Limited after their name and are generally registered as Guarantee Company with limited liability with or without capital. Such companies can be private or public depending on the number of persons involved..
In case of winding up of a Section 25 company, the assets remaining after clearing all debts and liabilities should not be distributed amongst members of the company. Instead, it should be given or transferred to other companies having similar objectives as may be determined by the members or the High Court in the process of winding up.
A company can be registered for charitable purposes with the object of not making any profits.
This is subject to the provisions of Section 25 of the Companies Act. 1956. Hence, these companies are generally called Section 25 companies and are formed to promote Commerce, Science, Art, Religion, Charity or other socially useful objectives.A Section 25 Company shall not pay any dividend to its members, but apply the surplus of receipts over payments for promotion of its objectives.
These companies need not use the words Limited or Private Limited after their name and are generally registered as Guarantee Company with limited liability with or without capital. Such companies can be private or public depending on the number of persons involved..
In case of winding up of a Section 25 company, the assets remaining after clearing all debts and liabilities should not be distributed amongst members of the company. Instead, it should be given or transferred to other companies having similar objectives as may be determined by the members or the High Court in the process of winding up.
- Identify minimum number of members and directors depending on its nature, private or public.
For registering a private company, a minimum of 2 members and 2 directors are required. Members could be individuals, companies or LLPs, but only individuals can become directors of the company. Shareholders / Members are the people holding shares in the company. - Obtain a Director Identification Number (DIN) for all proposed directors.
The proposed director must have a DIN allotted by the Ministry of Corporate Affairs. DIN can be obtained by filing an online application with a copy of ID and address proof. Indian nationals must have a PAN for applying a DIN. - Obtain a Digital Signature Certificate (DSC) for one of the promoter and director.
During the registration process, all the documents are submitted to the ROC online through www.mca.gov.in. These forms need to be authenticated by signing it using a Digital Signature Certificate issued by Certifying Authority in India. One of the promoters and directors should have a digital signature certificate to authenticate the documents that are to be filed. - Identifying the location and authorised capital, if any.
It is important to have an address for the registered office of the company. The address need not be a commercial location for registering a company. It could be the residential address of one of the promoters or any other identifiable address. The ROC will send all the correspondence to company to the registered office address. The jurisdiction of ROC will depend on the location of registered office.
A Section 25 company can be registered with or without capital. - Company Name Application
The name of the company need not end with the words 'Private Limited' or 'Limited'
Before proceeding with the incorporation process, an application has to be filed for getting the company name approved from the ROC. It is preferable to submit the application with multiple names in the order of preference. Company name application must be in line with theCompany Name Guidelines.
Company name application is filed in Form 1A to the Ministry of Corporate Affairs, Government of India, to check the availability of the proposed name for registration of the new company.
Once approved, the name will be reserved for 60 days. Company registration documents have to be executed and filed within this time line. - Drafting of MOA and AOA
After the company name is approved, the MOA and AOA should be drafted in line with the requirements of the Companies Act, 1956. - Application to ROC for Licence
An application should be submitted to the ROC for licence under Section 25 with duly executed draft MOA and AOA along with:- A brief description of work
- Declaration of compliance by a CS/CA
- Declaration from promoters
- Projected income and expenditure for 5 years
- Details of promoters
- Statement of assets and liabilities
- Statement on grounds of application
MOA and AOA has to be executed by its subscribers, who have to write their name, father's name, residential address, occupation and the number of shares they agree to take on in their own handwriting and sign the document. The documents have to be also signed by a witness who knows the subscribers.After verification, the ROC will issue the licence for registering the Section 25 company. - Submission of company registration documents to the ROC
After obtaining the licence from the ROC, the duly approved MOA and AOA have to be filed with the Registrar of Company Registration.
Along with the incorporation documents, details of directors and registered office are also required to be filed with the ROC. - Company Registration and Certificate of Incorporation
The registrar will register the company after due verification of documents and other details and will issue the certificate of Incorporation (COI). The ROC will allocate a Corporate Identification Number (CIN) to the company so registered.
The COI is now issued by the ROC in digital form with the digital signature certificate; ROC will not issue a physical certificate.
A private company can commence its business after obtaining the CO