The definition of ‘Company’ signifies any enterprise which is formed under the Companies Act, 2013. The procedure of company registration relies upon the type of the company, which can be a Private Limited Company or One Person Company or Limited Company or Section 8 Company.
Types of Company Registration in India as per Companies Act 2013
Private Limited Company
A private limited company is a corporation that is privately held for small businesses. The legal obligation of the members of a Private Limited Company is limited towards the number of shares respectively held by them. The shares of Private Limited Company are not to be publically traded. Private Limited Company could be of three types: Company limited by shares; Company limited by guarantee and Unlimited Company.
Documents Required For Company Registration
• Copy of PAN Card of directors.
• Electricity/ Water bill (Business Place).
• Passport size photo of directors.
• Copy of Aadhaar Card/ Voter Id card of directors.
• Copy of Rent agreement (for rented property).
• Copy of Property papers (for owned property).
• Landlord NOC.
Steps for Private Limited Company Registration
1. Application of DSC and DPIN:
All the partners are required to apply for Digital signature and DPIN. Digital signature is an online signature utilized for filing and DPIN refer to Directors PIN number issued through MCA.
2. Name approval:
The partners need to provide 3 different options for the corporation name to MCA of which one would be selected. Names provided must ideally be unique and suggestive of corporation business.
3. MOA and AOA submission:
After the name is approved, applicants are required to draft Memorandum of association as well as Articles of Associate.
4. Get the incorporation certificate:
It usually takes 15- 25 days to form a Private limited company and obtain the incorporation certificate. Incorporation certification is evidence that the corporation has been created. It also includes the CIN number.
5. Apply for PAN, TAN and Bank account:
An applicant then needs to apply for PAN and TAN. PAN and TAN are received in seven working days. After this, the applicant could submit the Incorporation certificate, MOA, AOA and PAN with a bank to open the bank account.
Public Limited Company (PLC)
A Public Limited Company is a voluntary association of members which is incorporated under company law. It has a separate legal existence and the legal responsibility of its members is limited towards shares they hold.
Documents Required For Public Limited Registration
• Copy of PAN Card of directors.
• Passport size photo of directors.
• Aadhaar Card/ Voter identity card Copy.
• Copy of Rent agreement (for rented property).
• Electricity/ Water bill (Business Place).
• Copy of Property papers (for owned property).
• Landlord NOC.
Public Limited Company Registration Procedure
When registering a public limited company, one must remember that;
• Minimum 7 shareholders are needed in order to form a public limited company.
• Minimum of 3 directors is needed in order to form a public limited company.
• The minimum share capital of Rs. 5 lakhs is needed.
• A digital signature certificate (DSC) of one of the directors is required while submitting self-attested copies of identity as well as address proof.
• Directors of the proposed corporation would require a DIN.
• An application is needed to be made for the selection of the name of the corporation.
• An application comprising the main object clause of the corporation is to be made. This object clause would define what a corporation would pursue after its incorporation.
• Submission of the application to ROC with the essential documents like MOA, AOA, duly filled Form DIR – 12, Form INC – 7 and Form INC – 22 is required.
• Payment of the specified registration fees to the ROC is requisite.
• After obtaining approval from the ROC, the corporation must apply for the ‘certificate of business commencement.
Partnership
Partnership Company is quite similar to a sole proprietorship. The main difference between partnership and sole proprietorship is that more than one individual is involved in a partnership. There is a legal partnership agreement where the roles, duties and the share of each partner are explicitly defined. Thus, profit earned by the company is shared among partners according to the legal partnership agreement, and if there are losses, every partner is personally responsible.
Documents are required for the registration
The documents are required for the registration of a Partnership firm is;
• Statement in Form 1 with the stated fees.
• Notarized True Copy of the Partnership Deed declaring the following:
o Name of the firm.
o The nature of the business of the corporation.
o The place or principal place of business of the corporation.
o The names of any other places where the corporation carries on business.
o The date when each partner joined the corporation.
o The names in full and permanent addresses of the partners.
o The duration of the corporation.
• Proof of ownership or rent/lease of the location of the business.
• Copy of PAN Card of partners.
• Copy of Aadhaar Card/ Voter identity card.
The Statement should be signed by all the partners of the corporation and need to be verified by affidavit in the specified manner.
There are two forms of Partnership businesses, namely registered and un-registered Partnership Corporation. It is not mandatory for registering a Partnership firm; although, it is logical if someone register a Partnership firm considering the advantages. Partnership firms are formed through drafting a Partnership deed amongst the Partners.
Limited Liability Partnership
The Limited Liability Partnership is a separate legal entity from the partnership entity, in which the business assets are separate from the personal assets of the partners. The personal resources in this form of company are not placed in danger. In case the business experiences losses, the maximum legal responsibility of every partner is defined by his share capital in the entity.
Documents Required for LLP Formation
Documents required of partners:
1. PAN Card or ID Proof of partners.
2. Address proof of partners, like Voter's ID, Passport, Driver's license or Aadhar card. An address proof, like; a driving license, bank statement, residence card or any government-issued identification card that comprises the address is essential for all Foreign nationals who want to register as a partner in LLP.
3. The latest bank statement, phone bill, mobile bill or a gas bill requires to be submitted as a residence proof by Partners.
4. Partners must also provide their white background passport size photo.
5. Passport is needed for Foreign Nationals and NRI's.
Documents required of LLP:
• Proof of registered office address: the proof needs to be submitted during the registration or within 30 days of its incorporation. For the registered office is taken on rent, a rental agreement or No Objection Certificate from the landlord needs to be submitted.
• Digital Signature Certificate: A DSC is vital as all the documents and applications shall be digitally signed by the authorized signatory.
Procedure to Form LLP
Obtaining Digital Signature Certificate (DSC) for the Partners
For getting DIN (Director Identification Number or Designated Partner Identification Number) for the Partners of the LLP, a Digital Signature Certificate (DSC) is needed. Thus, a Digital Signature Certificate for the proposed Partner is required to be obtained.
Obtaining Director Identification Number for the Partners
Once, Digital Signatures are received for the Partners, application for Director Identification Number (DIN) could be made. DIN registration commonly takes place immediately and in a few cases, additional documents are required to be submitted towards the DIN Cell for approval of the DIN application. DIN as well as DPIN are synonymous and could be used interchangeably. Each individual could have only one DIN.
Obtaining Name Approval
Once two DPIN’s are available, application for reservation of name could be made towards the MCA. It is vital for the promoters to remember the LLP Naming Guidelines and propose appropriate names for the LLP in the application, to make certain a speedy approval. When the application relating to the reservation of name was submitted towards the MCA, it shall be processed through the Registrar of Companies (ROC) in the State of Incorporation.
Filing for Incorporation
When the name approval application is accepted through the MCA, an LLP name approval letter would be issued to the proposed Partners. The Partners shall have 60 days regarding the filing of the essential incorporation documents as well as register the LLP. If the LLP is not formed within 60 days of the name approval letter, the approval for a name for the LLP shall have to be re-obtained.
When filing for the formation of LLP, the documents showing possession of the registered office shall be required. Once prepared, the registered office related documents with the signed subscriber’s sheet should be filed with the MCA for LLP registration in India.
In case the application for LLP Registration has been accepted, the Registrar shall issue the incorporation certificate. When the incorporation certificate is issued, the LLP would be considered towards being registered and application for PAN for the LLP could be made. The Partners of the LLP then have 30 days’ time for filing the Partnership Agreement of the LLP with the MCA. IF the LLP Partnership Agreement is not filed within 30 days, a penalty shall be applicable.
One Person Company
One person company has been introduced in the Companies Act, 2013. The major intent was to support businesspersons capable of starting a venture, by them. This is also done by means of allowing them to create a single person economic entity. One of the major advantages of a One Person Company (OPC) is that there only one member is allowed in OPC. On the other hand, a minimum of two members is needed for incorporating and maintaining a Private Limited Company or a Limited Liability Partnership.
Documents Be Submitted By Company Partners
• Scanned copy of PAN Card or passport (Foreign Nationals and NRIs).
• Scanned copy of Aadhar Card/ Voter's ID/Passport/Driver's License.
• Scanned copy of current Bank Statement or Telephone or Mobile Bill or Electricity or Gas Bill.
• Scanned passport-sized photo.
• Specimen autograph or impression.
FOR THE REGISTERED OFFICE
• Scanned copy of current bank statement or phone or mobile bill or electricity or gas bill.
• Notarized Rental Agreement scanned copy.
• Scanned copy of NOC from the property owner.
• Scanned copy of Sale Deed/Property Deed in English (for owned property).
Process of Registration of One Person Company (OPC)
1. Apply for DSC: The primary step is to obtain the Digital Signature Certificate (DSC) of the proposed Director which needed the following documents:
• Address Proof.
• Aadhaar card.
• PAN card.
• Photo.
• Email Id.
• Phone Number.
2. Apply for DIN: When the Digital Signature Certificate (DSC) is made, the following step is to apply for the Director Identification Number (DIN) of the proposed Director in SPICe Form with the name and the address proof of the director.
3. Name Approval Application: While incorporating an OPC, it is to decide on the name of the Company. The name would be approved by the MCA.
4. Documents Required: One must prepare the following documents which are needed to be submitted to the ROC:
o The Memorandum of Association (MoA).
o The Articles of the Association (AoA).
o As there is only 1 Director and a member, a nominee for such an individual has to be appointed because in case he becomes incapacitated or expires and cannot implement his responsibilities the nominee would perform for the director and take his place. His consent in Form INC – 3 shall be taken along with his PAN card and Aadhar Card.
o Proof of the registered office of the proposed Corporation along with the proof of ownership as well as a NOC from the owner.
o Affidavit and Consent of the proposed Director of Form INC -9 and DIR – 2.
o A declaration through the professional certifying that every compliance have been made.
5. Filing of forms with MCA: Every these documents are required to be attached towards SPICe Form, SPICe-MOA as well as SPICe-AOA with the DSC of the Director and the professional, and is required to be uploaded in the MCA site for approval.
After uploading, Form 49A and 49B would be generated for the PAN and TAN generation of the Corporation which have to be uploaded to MCA after affixing the DSC of the proposed Director.
6. Issuing of the Incorporation certificate: After the verification, Registrar of Companies will issue an Incorporation Certificate and the individual may commence the business.
Sole proprietorship
In this form of business, a single individual handles the entire business operation. The individual is the only person who shall enjoy profit and bear the loss. There is no particular law that directs the sole proprietorship. Proprietors of such corporations have unlimited business liability. This involves that owners' personal assets could be attached to meet business liability claims. It is not possible towards transferring the ownership of a Sole Proprietorship from one individual to another.
The documents required for Sole Proprietorship
The following documents required are:
1. Utility Bill of the business place.
2. KYC documents of the Bank.
3. License issued through the Shops and Establishment Act.
4. Income Tax Returns of the Proprietor.
Any 2 of the documents could be submitted for the Bank Account opening with the Identity and Address Proof of the proprietor.
Sole Proprietorship Registration Process
1. Applying for PAN. If an individual already has one this step is not needed.
2. The next step is naming the business.
3. There is no formal registration needed, but the next step is to open a bank account in the name of commerce.
4. An individual could also register as a Small and Medium Enterprise (SME) under MSME Act, though not compulsory, it is beneficial towards being registered under the same.
5. An individual could also register for GST if the turnover goes beyond Rs 20 lakh.
A person may also obtain a Shop and Establishment registration done.
Section 8 Company
Section 8 company is a corporation, registered as a Non-Profit Organization (NPO). The major intent contains the promotion of arts, commerce, charity, education, protection of the environment and so forth. Thus, the application of its profits, if any, or other income is utilized for the purpose of promoting the objectives. It functions similarly like a limited company which includes all the rights and obligations that come with such a corporation. It is vital to mention that it differs from a corporation in one very crucial aspect, that it cannot use the words “Section 8” or “Limited” in its name.
Documents Required For Section 8 Company Registration
• Digital Signature Certificate.
• Director Identification Number.
• Memorandum of Association.
• Articles of Association.
• ID proof for members, like Aadhar Card, Passport, Voter ID.
• Passport size Photographs.
• Director’s details (if Members are other Companies/LLPs).
• Address Proof.
Section 8 Company Registration Process
1. Application of DSC and DPIN:
All the partners have to apply for Digital signature and DPIN issued by MCA.
2. Name approval:
The partner is required to provides 3 different name options to MCA of which one would be selected. The names provided must ideally be unique and suggestive of corporation business.
3. Approval of other authorities:
The Registrar of Companies shall require the candidate in order to furnish the approval or concurrence of any department, governing body, appropriate authority, or Ministry of the Central or State Government regarding the work to be done.
4. Obtaining Section 8 Company License:
After the corporation’s name is approved, one requires applying for a Section 8 Company license from the MCA. The Registrar would wait for 30 days for objections, if any, of any person pursuant towards notice published in newspapers. The Registrar might also consult any additional regulatory bodies as well as necessary authorities.
Afterward, the Registrar of Companies might, at its discretion, grant the license with or without certain conditions. The Registrar shall direct the firm in order to insert in its memorandum, or in its articles, or partly in one as well as partly in the other one, such licensing conditions as might be specified by the Registrar in this behalf.
5. MOA and AOA submission:
When the license is obtained, an individual is required to draft Memorandum of association and Articles of Associate. But the object of the corporation should always be a charitable object. Both MOA, as well as AOA, are filed with the MCA with the subscription statement.
6. Get Section 8 Company incorporation certificate:
It usually takes 15- 25 days to form a Section 8 company and get the incorporation certificate. The Certificate of Incorporation is evidence that a corporation exists. It also includes the CIN (Company Incorporation Number). The Registrar would wait for 30 days for objections, if any, of any individual pursuant to notice published in newspapers. The Registrar may also consult any additional regulatory bodies and necessary authorities. Afterward, the Registrar of Companies at its discretion might grant the license. And such a license might contain conditions as deemed necessary through the Registrar.
7. Apply for PAN, TAN and Bank account:
Then an individual must apply for PAN as well as TAN. PAN and TAN are received in seven working days. After this, an individual could submit the Incorporation certificate, MOA, AOA and PAN with the bank to open the bank account.
Start-ups Company Registration
Registering the Start-ups
The registration on startup portal could be done only through for the following firms:
• Partnership Firm.
• Limited Liability Partnership Firm.
• Private Limited Company.
The procedure for Startup Company Registration India
Step 1: Digital Signature Certificate
There is an important requirement of the Digital Signature Certificate in a Company. This is the primary step towards registration. An individual is required to apply for the digital signatures of the directors or DSC. DSC is a valid e-signature on the documents as well as submits online. It usually takes 2 days to obtain DSC after submitting the documents.
Step 2: INC-29 Form Preparing and Filing
The next step towards Startup company registration India is filling INC- 29 form. This form needs certain documents for its preparation. The documents required for the INC-29 form are:-
• Director’s Identification Number ( DIN number ).
• Name approval.
• Memorandum and Articles of association.
• Registered office verification.
• Appointment letters and declaration.
When an individual prepare the INC-29 form with the necessary documents, an individual has to file the forms for company formation.
Step 3: Incorporation Certificate
After submitting every form an individual would get an Incorporation certificate. It is the legal document concerning the formation of a company or startup business.
Documents Required for Start-Up Company Registration
• A Passport sized photo.
• A copy of PAN Card.
• Current Bank Statement or Phone or Mobile Bill or Electricity or Gas Bill.
• Voter’s ID/Passport.
• Notarized Rental Agreement in English.
• No-objection Certificate from the property owner.
• Utility Bill for the registered address.
Application Procedure
• One must log on Startup India Portal https://startupindia.gov.in/registration.php.
• Enter the Legal Entity.
• Then enter the Incorporation / Registration No.
• Then the individual must enter the Incorporation / Registration Date.
• Enter the PAN Number (optional).
• Enter the address, Pin Code and State.
• Enter details of the Authorized Representative.
• Enter the Details of Directors and Partners.
• Uploading the necessary documents and Self Certification in the specified manner.
• File the Incorporation / Registration certificate of the company.
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