Recently, I had the opportunity to incorporate a company for my client, and I would like to share my experience with you. Incorporating a company in India is a structured legal process governed by the Ministry of Corporate Affairs (MCA) under the provisions of the Companies Act, 2013. The entire procedure is carried out online through the MCA portal, making it systematic and transparent. Below, I have outlined a detailed step-by-step guide covering the incorporation process, required documentation, and key post-incorporation compliances.
Step 1: Name Reservation – Filing of RUN Form
(validation time: 20 Days)
The first step in incorporating a company is reserving a unique name by filing the RUN (Reserve Unique Name) form with the MCA.
Documents/Information Required:
1. Two Proposed Names
- The names should not already be registered with the MCA.
- The names must not infringe any existing trademark.
2. Main Objects of the Company
- A brief description of the company’s proposed business activities.
Once approved, the name is reserved for incorporation within the prescribed validity period.
Step 2: Filing of SPICe+ Form and Linked Forms
After name approval, the incorporation application is filed using the SPICe+ (Simplified Proforma for Incorporating Company Electronically Plus) form along with the following linked forms:
- INC-33 – e-Memorandum of Association (MOA)
- INC-34 – e-Articles of Association (AOA)
- AGILE-PRO (for GST, EPFO, ESIC, etc., if applicable)
Documents/Information Required:
1. Directors’ Details
- DIN (Director Identification Number) of at least two proposed directors (if available)
- Digital Signature Certificates (DSC)
- At least one director must be an Indian resident
2. Capital Structure
- Authorised Capital: Number of shares × face value
- Issued Capital: Number of shares × face value
3. Registered Office Address Proof
- Rent Agreement or Owner’s Consent Letter (if rented)
- Utility Bill (Electricity Bill, etc.) not older than 2 months
4. Company Contact Details
- Official Email ID
- Contact Number
5. Subscriber Details
- Whether Subscriber is an Individual or Body Corporate
- Contact Number and Email ID
- ID Proof and Address Proof
If the Subscriber is a Body Corporate, additional documents are required:
- Certificate of Incorporation (COI) of the Body Corporate
- Board Resolution authorizing an Authorized Representative (AR)
- ID and Address Proof of AR
6. Other Supporting Attachments
- DIR-2 (Consent to Act as Director)
- Specimen Signature Form
Note: All foreign documents must be notarized and apostilled as per applicable laws.
Step 3: Certificate of Incorporation and Other Registrations
Upon successful verification and approval by the MCA, the following documents are issued:
1. Certificate of Incorporation (COI)
2. Permanent Account Number (PAN)
3. Tax Deduction and Collection Account Number (TAN)
4. Memorandum of Association (MOA)
5. Articles of Association (AOA)
6. EPFO and ESIC Registration (if applicable)
The Certificate of Incorporation confirms the legal existence of the company from the date mentioned therein.
Post-Incorporation Compliances
After incorporation, certain mandatory compliances must be completed:
1. Opening of Bank Account
- Open a bank account in the company’s name.
- Each shareholder must deposit the subscribed share capital into this account.
2. Filing of INC-20A (Declaration of Commencement of Business)
- Must be filed within 180 days from incorporation.
- Proof of share capital deposit must be attached.
3. Filing of INC-22 (Registered Office Intimation)
- To be filed within 30 days of incorporation if not filed earlier during incorporation.
4. Filing of ADT-1 (Appointment of Auditor)
- Must be filed within 15 days of appointment of the first auditor.
Foreign Investment Compliance
In case of foreign remittance or foreign shareholding:
- Compliance with the Foreign Exchange Management Act (FEMA) is mandatory.
- Form FC-GPR must be filed with the Reserve Bank of India (RBI) for reporting foreign investment.
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