Incorporation Process for Private Limited Company

Summary: Incorporating a Private Limited Company in India involves a detailed process. First, obtain a Digital Signature Certificate (DSC) for all directors and subscribers, required for signing e-forms. Next, create a MCA ID for each individual and register the DSC. Obtain a Director Identification Number (DIN) either through a separate application or the Spice+ form. Reserve the company name via RUN or Spice+ (Part A), ensuring it meets MCA guidelines. Once the name is approved, prepare necessary documents like DIR-2 and EPFO letters. Proceed with Spice+ Part B for detailed company information, including structure and address. Use AGILE Pro (INC-35) for registrations related to PAN, TAN, and GST. File e-MOA (INC-33) and e-AOA (INC-34), and submit INC-9, a declaration by directors. After all forms are filled, pay the PAN, TAN, and stamp duty fees. Upon successful verification, the Registrar of Companies issues the Certificate of Incorporation (COI), which includes the PAN, TAN, and Corporate Identity Number (CIN). Post-incorporation, open a bank account, issue share certificates, and file the Declaration of Commencement of Business (INC-20A). Ensure compliance with annual requirements, including maintaining accounts, preparing financial statements, filing annual returns, and statutory audits.

Step 1: Obtain Digital Signature Certificate (DSC)

• Every proposed director and subscriber to the Memorandum of Association (MOA) must have a DSC.
• Class 3 (Signing) DSC will be required. (MCA, GST, Trademark, Income Tax, Even signing any pdf)
• The DSC is needed for signing e-forms on the MCA portal.
• Costs Around Rs. 1250 Each DSC
• Documents Required:
  • Passport-size photograph
  • PAN card
  • Address proof (Aadhaar, voter ID, etc.)

Step 2: Creation of MCA ID of Each Director & Subscriber

• Create MCA Business USER ID on MCA.GOV.IN
• Register DSC with MCA ID
• Only then sign will be validated.

Step 3: Obtain Director Identification Number (DIN)

• Not Necessary to Apply separately, it can also be applied together with Spice+ Form.
• DIN is mandatory for every individual intending to become a director.
• It can be obtained by filing Form DIR-3 if not already obtained.
• DIN can also be applied within the Spice+ form during incorporation.

Step 4: Name Reservation via RUN or Spice+ (Part A)

• Choose a unique name for your company.
• 2 Names needs to be applied.
• 3 NIC Codes needs to be selected which represents our objectives basically.
• little tricky process as TRADEMARK & DOMAIN Name also needs to be checked.
• The name can be reserved using the RUN (Reserve Unique Name) service or directly through the Spice+ (Part A) form.
• Registrar Takes 23 days for approval.
• Fees per submission is Rs. 1000.
• Ensure the name adheres to the naming guidelines prescribed by MCA.
• After approval, the name is reserved for 20 days.

Step 5: After Approval of Name

• We need to prepare Following Docs
• Consent: For place of Registered Office
• DIR-2: Consent to act as director and declaration
• EPFO Letter

Step 6: Spice+ Part B

• Crucial Info. Of Company
• Structure of Company
• Address of the Company
• Subscribers & Directors Details
• Stamp Duty
• PAN TAN Registration
• Attachments
• Declarations

Note: DIR-2 to be attached with optional docs at last submission of Form part B, nothing else like MOA & AOA needs to be attached.

Step 7: Agile Pro – INC-35

• GST Application is not recommended through this form, as it takes time.
• Opening of Bank a/c, ESIC, PF, GST Registration etc.

Step 8: MOA – INC-33

Step 9: AOA – INC-34

Step 10: INC-9: Declaration by Directors & Shareholders [Auto Filled]

After Filling all forms, we need to download the forms & Attach DSC of directors & then CA/CS/CMA/Advocate will attach their DSC & upload the form. After uploading we have to pay two kind of fees – PAN TAN Fees, Stamp Duty Fees

Step 11: Certificate of Incorporation (COI)

• After successful verification, the Registrar of Companies (ROC) issues the Certificate of Incorporation along with PAN and TAN details.
• The CIN (Corporate Identity Number) is mentioned in the COI.

Step 12: Post-Incorporation Compliance

• Open Bank Account: The company must open a bank account in its name.
• Issue Share Certificates: Share certificates must be issued to subscribers within 60 days of incorporation.
• File Declaration of Commencement of Business (Form INC-20A): To be filed within 180 days of incorporation, confirming the receipt of share subscription money.

Forms Summary:

1. Form DIR-3: Application for DIN.

2. RUN or Spice+ (Part A): Name reservation.

3. Spice+ (Part B) (INC-32): Incorporation and other registrations.

4. INC-33 and INC-34: e-MOA and e-AOA.

5. AGILE-PRO (INC-35): For PAN, TAN, GST, EPFO, ESIC, and bank account.

6. INC-9: Declaration by directors/subscribers.

7. INC-20A: Declaration for commencement of business.

Information Required from Client:

1. Two Proposed Name of Company – Not Similar to any Trademark, Domain or another Company Name.

2. Address Proof of Registered Office of Company – Electricity Bill, & NOC for using that place as registered office

3. Directors / Subscribers Docs –

a) PAN

b) POI – Passport / DL / UIDAI / Voter ID

c) Residence Proof – Utility Bill, Bank Statement

d) Email ID

e) Mobile No.

f) Passport Size Photo

g) Education Qualification

4. Objectives of Company – NIC Codes, Class for Trademark Search

Annual Compliances:

1. Proper Books of Accounts needs to be maintained as per Company Act, 2013

2. Preparation of Financials as per Accounting Standards notified by MCA under CA, 2013

3. Annual Return under section 92 in the Form MGT-7

4. Filling of FS under Section 122 in the Form AOC-4

5. Statutory Audit

6. Appointment of Statutory Auditor

7. Mandatory Filling of Income Tax Return