Checklist 2024, How to Register a Company in India?

Introduction: The formalization of a company through registration is more than a legal requirement; it’s the cornerstone for growth, credibility, and regulatory compliance. As of 2024, the evolving Indian business landscape prompts a fresh look at the checklist for company registration. This blog aims to provide the latest and most comprehensive guide in accordance with the Indian Companies Act of 2013.

The formalization of a company through registration is not merely a legal requirement; it serves as the foundation toward its growth, credibility, and regulatory compliance. Company registration procedure grants businesses a distinct identity, shielding them from legal complexities while fostering an environment of transparency and accountability. As of 2024, the Indian business ecosystem continues to witness evolving regulations, and so is the checklist for company registration in India. Hence, the purpose of this blog is to explain to you the most recent and complete checklist for Company Registration as per the Indian Companies Act of 2013. 

Legal Framework for Company Registration under the Companies Act

The legal framework for company registration in India is outlined by the Companies Act of 2013 and its subsequent amendments. The Act regulates the registration process, post-registration governance, and dissolution of companies throughout its lifespan. According to Section 3 of the Act, registering a company is mandatory to ensure legal compliance, transparency, and accountability in the market.

Section 7 of the Companies Act highlights the importance of documentation in the company registration procedure and presents a checklist regarding the same. First up, is the Memorandum of Association or MOA, which outlines the company’s objectives and scope of operations. Next is the Articles of Association or AoA, that documents the crucial rules of its internal management. Besides these two, there are other documents in the checklist as well, which we have discussed later in this blog. The checklist for Company Registration also includes the crucial requirements of minimum members, directors, capital, a valid name, and a registered office in the Indian territory. 

The requirement for minimum members is explained in Sections 2 and 3 of the Act, which prescribes a minimum of 2 and a maximum of 200 shareholders for a Private Limited Company, one member for One Person Company, and 7 members for a Public Limited Company.  The Company also requires a valid name for incorporation which needs to be approved by the Registrar and documented in the MOA. Similarly, Section 12 of the Act demands a registered office of the company in India for official correspondence purposes. Now that you know the legal foundation of the requirements for company registration, let’s dig a little deeper! 

Company Registration Checklist & Requirements Under the Companies Act

Navigating the company registration procedure under the Companies Act demands meticulous adherence to specific requirements. These requirements fundamentally include shareholders, directors, company name, registered office, and capital. They play a crucial role in shaping the legal structure and operational framework of the company. Here’s a comprehensive overview of the key requirements to consider when starting the company registration process:

Shareholders: 

• A minimum of two shareholders is required for incorporating a private limited company, while a public limited company must have at least seven shareholders. Other than these, for One Person Company, you only need a single shareholder. 
• Shareholders can be individuals or corporate entities, with no restriction on nationality or residency in case of Private or Public Company. However, the single shareholder of a One Person Company must be an Indian Citizen only. 
• Each shareholder must subscribe to the company’s Memorandum of Association (MoA) by agreeing to purchase a certain number of shares.

Directors:

• A private limited company must have a minimum of two directors, while a public limited company must have at least three directors. However, you can start a One Person Company with a single director only

• Directors must be natural persons over the age of 18, with no requirement for residency or nationality.
• Every director must obtain a Director Identification Number (DIN) from the Ministry of Corporate Affairs (MCA).
• At least one director must be a resident in India, i.e., stayed in India for a total period of not less than 182 days in the previous calendar year.

Name:

• The proposed name of the company must comply with the naming guidelines prescribed by the Companies Act.
• The name should be unique, not similar to any existing company or trademark, and must not violate any provisions of the Emblems and Names (Prevention of Improper Use) Act, 1950.
• The name should reflect the business activities and must end with “Private Limited” or “Limited” as per the company type.

Registered Office:

• A company must have a registered office within India before incorporation. However, in the absence of one, the company can be incorporated using a temporary postal address and later updated within 30 days from incorporation.
• The registered office serves as the official address for all communications and notices, and it must be capable of receiving and acknowledging postal communications. Also, all the records and official accounts of the company must be maintained here. For this purpose, you must choose a fully constructed, lockable premises. 
• The company must provide proof of residency at the registered office premises during company registration. The documents qualifying for this purpose include a recent utility bill in the company’s name. 

Capital:

• Companies do not have any minimum capital requirement specified in the Companies Act. However, before company registration, shareholders must determine the authorised capital, calculate the subscribed capital and deposit the paid-up capital for smooth business operations. 
• The authorized share capital represents the maximum amount of capital that the company can raise by issuing shares.
• The subscribed share capital represents the actual amount of capital invested by shareholders after purchasing the company’s shares. 
• The paid-up capital is the capital deposited by the shareholders. 

Company Registration Procedure & Documents

The Company Registration procedure involves a series of steps to be completed online on the MCA portal. This includes arranging the promoter’s documents, drafting MOA and AOA, reserving the company’s name, filing the registration application, and tracking its status until you receive the Registration Certificate. Each of these steps have to be meticulously navigated for successful incorporation results. Here’s the documentation checklist you need to follow for the purpose: 

1. Memorandum of Association (MoA): This document outlines the company’s objectives, powers, and scope of activities.

2. Articles of Association (AoA): The AoA defines the rules and regulations governing the internal management and operation of the company.

3. Identity and Address Proof of Promoters: Directors and shareholders must provide identity proof, including PAN & Adhar, along with their personal address proof such as utility bills, and bank statements.

4. Proof of Registered Office Address: You may submit utility bills in the company’s name as proof of Registered office address. 

5. NOC from the premises: A No Objection Certificate from the premises owner is required, whether the premises is rented or self-owned. 

6. Director Identification Number (DIN): All directors must obtain their DIN from the MCA either through the incorporation form or Form DIR-3. 

7. Digital Signature Certificate (DSC): All promoters must obtain a DSC for signing electronic documents and application form. 

8. Declaration by Directors: A declaration of compliance with the provisions of the Companies Act must be signed and submitted by all directors.

Final Thoughts 

When starting a company in India, registration is the most crucial requirement which declares that you’re officially in business! It involves adherence to the Companies Act, filling out forms, and gathering documents to make everything legal. By doing this carefully and getting help when needed, entrepreneurs build a strong foundation for their business. As we wrap up, it’s important to remember that you must stay informed of the latest regulations and ask for advice when things get tricky. 

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