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Incorporation of Pvt. Ltd. Co
A private limited company is a company where the liability of the shareholders is limited by the number of shares held by them. The incorporation of a company is a process used to form the corporate entity or the company. It becomes a separate entity of its own, recognized by law.
Procedure for registration and incorporation of a company
A Private Limited Company can start its operation only after receiving the Certificate of Incorporation.
Director Identification Number (DIN)
DIN is a unique identification number allotted to an existing director of a company or an individual who intends to be appointed as a director by the Central Government. It is compulsory to obtain DIN as per section 153 of the Companies Act 2013.
Timeline:
DIN is allotted within one month from the date of receipt of the application.
Digital Signature Certificate (DSC)
Since every electronic document prescribed under the Companies Act is required to be filed with digital signatures of either Managing Director, Director, Manager, or Secretary of the Company, at least one of the directors must have a DSC.
Application for approval of a name
The first step of getting a company incorporated includes getting the approval of name from the Registrar of Companies. Companies can adopt names that are not prohibited, not identical nor resembles the name of any registered company. The proposed name should be registered within 3 months from the date of intimation by the registrar. If the applicant fails to do so they will have to apply all over again.
Timeline:
It is approved within 14 days from the date of application
Memorandum of Association (MOA)
The next step is to prepare for the MOA. It describes its objects, goals, and relationships with the outside world. In the case of a Private Limited Company, it has to be signed by at least 2 people.
Articles of Association (AOA)
AOA is a document containing the rules and regulations governing the internal system of the company.
Submissions of documents
An application for incorporation of a Pvt. Ltd. company can be made online by filling the E-Form INC-7 along with Form INC-22.
Applicable fees
The prescribed registration fees and the filing fee for each document filed for registration are to be paid at the Registrar’s office.
Certificate of incorporation
If the RoC is satisfied with the adequacy and appropriateness of the documents after the review, a Certificate of Incorporation will be issued.
Timeline:
Within 7 days of the receipt of documents by the RoC
Why do you need to incorporate your private limited company?
- It protects the owner’s assets from the liabilities of the company.
- Transfer of ownership becomes easy.
- Sales of stock raise capital, which is essential for the expansion of a company.
- Creates a protective bubble of limited liability called the ‘corporate veil’ on the company’s shareholders and directors.
- Helps enhance the image of the company.
Registration
If there’s no opposition within the mentioned timeline then your application will proceed to registration and the Registrar will offer you a TM Registration Certificate.
Following documents must be also be submitted to the RoC along with the filing fee and Registration fee:
- The stamped and signed copies of the Memorandum and Articles of Association (3 copies).
- Form-1, 18 & 32 in duplicate.
- Any agreement referred to in the MOA and AOA.
- Any agreement proposed to be entered into with any individual for appointment as Managing or whole-time Director.
- Name availability letter issued by the ROC.
- Power of Attorney from the subscribers in favor of any person for making corrections on their behalf in the documents and papers filed for registration.
- Declaration of Compliance
- An affidavit by the promoters stating that they have not been convicted of any offense in connection with the promotion, formation, or management of any company; have not been found guilty of any fraud or misfeasance or of any breach of duty to any company during the preceding five years and that all the documents filed with the Registrar for registration of the company contain information that is correct and complete and true to the best of their knowledge and belief.
Timeline:
The particulars of first directors (if the company names them in its Articles), are to be submitted to the Registrar within 30 days of its registration or appointment of such directors.
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Are you one of these?
- A group of business partners looking to set up a company
- Someone looking to start a business