Company Registration in India

Being register as a company is always turned to be a hectic schedule while accompanying with several procedures and guidelines. In India as per New Companies Act, 2013; different companies comprised of different rules as for private ( Pvt. ) limited, public limited, govt. company, semi government company, One Person Company (OPC), NGO and many more. Company law for varied companies generally varies that need to be accompanied by the owners or partners before applying with company registration in India

We are prominent Chartered Accountants in Delhi Gurgaon NCR India. We are team of distinguished Indian Chartered Accountants, corporate financial advisors and tax advisors in Delhi India that provides Company formation India business advisory solutions including taxation, auditing, management consultancy and advisory services to various corporate and commercial clients as well as individuals throughout India and abroad.

Company is a voluntary association of persons formed for the purpose of doing business having a different name and limited liability. It is a juristic person having a separate legal entity distinct from the members who establish it, capable of rights and duties of its own and having perpetual succession.

Registration of Private Limited Company

Minimum requirement for the Private Limited Company

• Minimum 2 Directors
• Minimum 2 Shareholders (Directors & Shareholders can be same)
• Minimum paid-up capital of Rs. 1,00,000/-
• DIN for both Directors
• Digital Signatures for all Directors
• Consent from subscriber or director
• Proof of Registered Address
• NOC from the owner of the premises

The procedure for company registration can be divided into following steps :

Obtain Digital Signatures

• One director must apply for the Digital Signature Certificate (DSC), which is necessary to file the company registration papers. For this, only a few scanned documents and details will be required. It is compulsory to obtain DSC for at least one Director to sign E-forms relating to incorporation life Form INC-1 and other documents.

Application for DIN in the form DIR-3

• Every individual intending to be appointed as director of a company shall make an application for allotment of Director Identification Number in form DIR-3 to the Central Government in such form and manner and along with such fees as may be set

Check for company name availability

• Select, in order of preference, a few suitable names, not less than four, revealing of the main objects of the company. Ensure that the name does not resemble the name of any other company already registered and also does not violate the provisions of Emblems and names (prevention of improper use) Act, 1950

Application for Name Availability

• Apply to the concerned ROC to ascertain the availability of name in form INC-1 of General Rules and Forms along with a fee. If proposed name is not available apply for a fresh name on the same application the digital signature of the applicant proposing the company has to be attached in the form. MCA has prescribed certain rules for name availability, so it is advisable to check guidelines for the same before applying for name. Refer Rule-8 of Companies (Incorporation) Rules, 2014
• After the name approval of the applicant ROC will issue Name availability Letter w.r.t. approval for availability of name for a proposed company. The name will be valid for a period of 60 days from the date on which the application for reservation was made. The applicant can apply for registration of the new company by filing the required forms  INC-1 within six months of name approval.

Drafting MOA & AOA

• Arrange for the drafting of the Memorandum and Articles of Association by the solicitors, vetting of the same by ROC and printing of the same.
• Arrange for stamping of the Memorandum and Articles with the apt stamp duty.
• Get the Memorandum and Articles signed by atleast two subscribers in his own hand, his father's name, occupation, address and the number of shares subscribed for and witnessed by atleast one person.
• Ensure that the Memorandum and Article is dated on a date after the date of stamping.
• The main objects should match with the objects shown in e-form INC-1.
• The memorandum should be in respective forms as prescribed in Table A, B, C, D and E in Schedule-1 as applicable to a company.
• The articles should be in respective forms as prescribed in Table F, G, H, I and J in Schedule-1 as applicable to a company.

Filing various forms in ROC

The following documents are required to be filed with the Registrar of Companies:

• Memorandum of Association (duly stamped) and a duplicate thereof.
• Articles of Association (duly stamped) and a duplicate thereof.
• Declaration by Professional in INC-8
• Affidavit from the subscriber to the Memorandum in Form no. INC-9
• Residential Proofs
• Identity Proofs
• Verification of Signature of subscribers in Form INC-10
• A copy of the letter of the Registrar of Companies intimating the availability of the proper name.
• e-Form No. 1 (with prescribed stamps) for incorporation of a Company.
• Document evidencing payment of prescribed registration and filing fee.

Payment of form fees and stamp duty

• After filing the documents of MCA online portal, we need to pay the necessary fees.

ROC verifies the forms and attachments

• After the receipt of the forms along with applicable fees ROC, verifies and scrutinizes all the documents and attachments and suggests necessary changes, if require.

ROC issues the Certificate of Incorporation

• If the registrar is satisfied that all the necessities have been complied with by the companies, it will register the company and issue a Certificate of Incorporation of the company. The date mentioned in the certificate is the date of incorporation of the company.

Registration of Public Limited Company

Minimum requirements for the Public Limited Company

• Minimum 3 Directors
• The directors and shareholders can be same person
• Minimum Share Capital shall be Rs. 500,000 (INR Five Lacs)
• DIN (Director Identification Number) for all the Directors
• DSC (Digital Signature Certificate) for one of the Directors

Phases involved in Registration of an Indian Public Limited Company:

Steps involved in Registration of an Indian Public Limited Company:

STEP NO.	STEPS	TIME FRAME(Working Days)
1.	Preliminary Documentation Discussion between Our Team & the Promoters of the Company: Ascertaining document requirement and availability Preparation of signing documents by our Team Signing of the Incorporation documents by Promoters Sending the Signed document by Promoters to Our Team	5 (Varies by the response time taken by the Promoters)
2.	DSC (Digital Signature Certificate) Getting DSC for any one of the Director for digital authentication of the Incorporation documents	1
3.	DIN (Director Identification Number) Approved DIN is a pre-requisite for incorporation process	1
4.	Preparation of Main Object & Name Availability Search Preparation of Main Object by AGarg & Co. The Promoters have to provide atleast 6 (Six) names in the order of priority To make an online search of availability of names as desired by the Promoters Confirmation of the draft main object & the final name	3 (Varies by the response time taken by the Promoters)
5.	Application for Name Availability Filing of Form 1A with the concerned ROC	5
6.	Final Process: After ROC's approval for name of the Company, filing all the Incorporation documents with the ROC Online uploading of e-Forms Payment of Registration fees Receiving Incorporation Certificate	5
7.	Application for Certificate of Commencement of Business A Public Limited Company, in addition to Certificate of Incorporation, must obtain a Certificate of Commencement of Business before its operation	10

Registration of Non-Profit/Section 25 Company

Section 25 Company or a Non-Profit organization (NPO) is a Company established for sponsoring commerce, art, science, religion, charity or any other useful object, provided the profits, if any, or other income is applied for promoting only the objects of the company and no dividend is paid to its members.

An NPO/NGO can be formed for promotion of any useful object like sports, education, research activities etc. The term No Profit does not mean that the Company cannot generate profit or income, but it principally means applying the income for further promotion of the object and not for distributing it to the promoters. It means that the Company can earn profits but the promoters cannot be benefited out of those profits.

Benefit of creating Non Profit Company

• Many privileges and exemptions under Company Law.
• Exemption from condition of Minimum Paid-up capital.
• Exemption of Stamp duty for registration.
• Non-application of Companies Auditor's Report Order (CARO) 2003.
• Registered partnership firm can be a member in its own capacity.
• Tax deductions to the donors of the Company u/s. 80G of the Income Tax Act.

Conditions for creating Non Profit Company

• Income or Profit of the Company shall be use for the promotion of the main object
• Declaration of dividend or distribution of profit to the promoters is not allowable
• No member shall be appointed as a remunerated officer
• No salary / benefit shall be paid to a member being a officer of the Company (except reimbursement of out of pocket expenses, reasonable interest on money lent or reasonable rent on the premises)
• Subsequent alteration of MoA & AoA requires prior approval of Central Govt. (i.e. ROC)

Requirements for creating Non Profit Company

• Minimum 2 Shareholders (for Private Ltd. Co.) and 7 Shareholders (for Public Ltd. Co.)
• Minimum 2 Directors (for Private Limited Co.) and 3 Directors (for Public Limited Co.)
• The directors and shareholders can be same person
• DIN (Director Identification Number) for all the Directors
• DSC (Digital Signature Certificate) for two of the Directors

Steps involved in Registration of Section 25 Company/ Non-Profit organization:

STEP NO.	STEPS	TIME FRAME(Working Days)
1.	Preliminary Documentation Discussion between Our Team & the Promoters of the Company: Ascertaining document requirement and availability Preparation of signing documents by our team Signing of the Incorporation documents by Promoters Sending the Signed document by Promoters to A Garg & Co.	5 (Varies by the response time taken by the Promoters)
2.	DSC (Digital Signature Certificate) Getting DSC for any one of the Director for digital authentication of the Incorporation documents	1
3.	DIN (Director Identification Number) Approved DIN is a pre-requisite for incorporation process	1
4.	Preparation of Main Object & Name Availability Search Preparation of Main Object by Our team. The Promoters have to provide atleast 6 (Six) names in the order of priority To make an online search of availability of names as desired by the Promoters Confirmation of the draft main object & the final name	3 (Varies by the response time taken by the Promoters)
5.	Application for Name Availability Filing of Form 1A with the concerned ROC	5
6.	Application to Regional Director ROC for issue of License Filing of Form 24A	60
7.	Representations before ROC in case of any objections Changes to be made in the relevant documents, as suggested by the ROC	5
8.	Public Notice/Advertisement With in 7 days of application to the ROC	3
9.	Final Process (After issue of license by ROC) Filing all the Incorporation documents with the ROC Online uploading of e-Forms Payment of Registration fees Receiving Incorporation Certificate	10

Proprietorship firm into Private/ Public Company

Small unincorporated organization led by an Individual cannot assume growth on large scale without corporatising itself. Conversion of a Proprietorship firm into a Company is known as Corporatisation. Corporatisation has its own advantages such as Limited Liability, Transferability of shares, , Perpetual Succession, easy access to funds etc.

Key Benefit of Corporatisation

• Automatic Transfer
  All the assets and liabilities of the firm immediately before the conversion become the assets and liabilities of the company.
• No Stamp Duty
  All movable and immovable properties of the firm automatically vest in the Company. No instrument of transfer is required to be executed and hence no stamp duty is required to be paid.
• No Capital Gain Tax
  No Capital Gains tax shall be charged on transfer of property from Proprietorship firm to Company.
• Continuation of Brand Value
  The goodwill of the Proprietorship firm and its brand value is kept intact and continues to enjoy the previous success story with a better legal recognition.
• Carry Forward and Set off Losses and Unabsorbed Depreciation
  The accumulated loss and unabsorbed depreciation of Proprietorship firm is deemed to be loss/ depreciation of the successor company for the previous year in which conversion was effected. Thus such loss can be carried for further eight years in the hands of the successor company.

Conditions for converting Proprietorship firm into Private/ Public Company

Proprietor receives consideration only by way of allotment of shares in company.
The Proprietor share holding in the company in aggregate is 50% or more of its total voting power and continue to be as such for 5 years from the date of conversion.

Requirements for Converting Proprietorship firm into Private/ Public Company

• Shop Act Licence or Equivalent licence/NoC issued by the Gram Panchayat
• Minimum Share Capital shall be Rs. 500,000 (INR five Lac) for conversion into a Public Limited Co.
• Minimum Share Capital shall be Rs. 100,000 (INR One Lac) for conversion into a Private Limited Company
• If the above requirement is not fulfilled by the firm, then the Partnership deed should be altered
• Minimum 7 Shareholders
• Minimum 2 Directors (for Private Limited Co.) and 3 Directors (for Public Limited Co.)
• The directors and shareholders can be same person
• DIN (Director Identification Number) for all the Directors
• DSC (Digital Signature Certificate) for one of the Directors

Steps involved in Conversion of a Proprietorship firm into a Company (Private/Public):

STEP NO.	STEPS	TIME FRAME(Working Days)
1.	Preliminary Documentation Discussion between Our Team & the Promoters of the Company: Ascertaining document requirement and availability Preparation of signing documents by our team. Signing of the Incorporation documents by Promoters Sending the Signed document by Promoters to AGarg & Co.	5 (Varies by the response time taken by the Promoters)
2.	DSC (Digital Signature Certificate) Getting DSC for any one of the Director for digital authentication of the Incorporation documents	1
3.	DIN (Director Identification Number) Approved DIN is a pre-requisite for incorporation process	1
4.	Preparation of Main Object & Name Availability Search Preparation of Main Object by our team The Promoters have to provide atleast 6 (Six) names in the order of priority To make an online search of availability of names as desired by the Promoters Confirmation of the draft main object & the final name	3 (Varies by the response time taken by the Promoters)
5.	Application for Name Availability Filing of Form 1A with the concerned ROC	5
6.	Final Process: After ROC's approval for name of the Company, filing all the Incorporation documents with the ROC Online uploading of e-Forms Payment of Registration fees Receiving Incorporation Certificate	5

Partnership firm into Private/ Public Company

Corporatisation is the need of the hour. The entire world is gradually drifting towards one global market without any trade barriers between the countries. A small unincorporated organization led by few partners cannot think of growth on large scale without corporatising itself. Corporatisation has its own advantages such as Limited Liability, Perpetual Succession, Transferability of shares, easy access to funds etc

Key Benefit of Corporatisation

• Automatic Transfer
  All the assets and liabilities of the firm immediately before the conversion become the assets and liabilities of the company.
• No Stamp Duty
  All movable and immovable properties of the firm automatically vest in the Company. No instrument of transfer is required to be executed and hence no stamp duty is required to be paid.
• No Capital Gain Tax
  No Capital Gains tax shall be charged on transfer of property from Proprietorship firm to Company.
• Continuation of Brand Value
  The goodwill of the Proprietorship firm and its brand value is kept intact and continues to enjoy the previous success story with a better legal recognition.
• Carry Forward and Set off Losses and Unabsorbed Depreciation
  The accumulated loss and unabsorbed depreciation of Proprietorship firm is deemed to be loss/ depreciation of the successor company for the previous year in which conversion was effected. Thus such loss can be carried for further eight years in the hands of the successor company.

Conditions for converting Proprietorship firm into Private/ Public Company

Proprietor receives consideration only by way of allotment of shares in company.
The Proprietor share holding in the company in aggregate is 50% or more of its total voting power and continue to be as such for 5 years from the date of conversion.

Requirements for Converting Proprietorship firm into Private/ Public Company

• Shop Act Licence or Equivalent licence/NoC issued by the Gram Panchayat
• Minimum Share Capital shall be Rs. 500,000 (INR five Lac) for conversion into a Public Limited Co.
• Minimum Share Capital shall be Rs. 100,000 (INR One Lac) for conversion into a Private Limited Company
• If the above requirement is not fulfilled by the firm, then the Partnership deed should be altered
• Minimum 7 Shareholders
• Minimum 2 Directors (for Private Limited Co.) and 3 Directors (for Public Limited Co.)
• The directors and shareholders can be same person
• DIN (Director Identification Number) for all the Directors
• DSC (Digital Signature Certificate) for one of the Directors

Steps involved in Conversion of a Proprietorship firm into a Company (Private/Public):

STEP NO.	STEPS	TIME FRAME(Working Days)
1.	Preliminary Documentation Discussion between Our Team & the Promoters of the Company: Ascertaining document requirement and availability Preparation of signing documents by our team. Signing of the Incorporation documents by Promoters Sending the Signed document by Promoters to AGarg & Co.	5 (Varies by the response time taken by the Promoters)
2.	DSC (Digital Signature Certificate) Getting DSC for any one of the Director for digital authentication of the Incorporation documents	1
3.	DIN (Director Identification Number) Approved DIN is a pre-requisite for incorporation process	1
4.	Preparation of Main Object & Name Availability Search Preparation of Main Object by our team The Promoters have to provide atleast 6 (Six) names in the order of priority To make an online search of availability of names as desired by the Promoters Confirmation of the draft main object & the final name	3 (Varies by the response time taken by the Promoters)
5.	Application for Name Availability Filing of Form 1A with the concerned ROC	5
6.	Final Process: After ROC's approval for name of the Company, filing all the Incorporation documents with the ROC Online uploading of e-Forms Payment of Registration fees Receiving Incorporation Certificate	5

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