In accordance to companies act, 2013 and the Companies Incorporation Rules 2014, the private limited company must be registered with at least 2 members who can also act as Director of the company, one of the Director of a private limited company has to be an Indian Citizen and Indian Resident. The other director(s) can be a Foreign National. in the private limited company. The company object should be legal. The procedure for the new company incorporation is as follows:
Name of the company
First & foremost requirement for the Register Private Limited Company is name approval from the MCA (Ministry of corporate affairs) through RUN e-form in which two names can be provided, the names should be as per the guidelines mentioned in companies act, 2013. If the names provided in RUN form gets rejected by the MCA, the form can be resubmitted once with two more names. The name approval process usually takes time of 1-2 days, once the form is submitted, MCA sends the communication via email in regard to the approval/ rejection.
Acquire DSC for Directors
After name approval digital signature must be obtained for the proposed Directors of the Company. Digital signature will be used for signing the incorporation application, this process of obtaining Digital signature can run parallel to the name approval process.
Application for Certificate of Incorporation
On obtaining the Digital Signature, the incorporation application through SPICe Form can be submitted with MCA. The SPICe Form must be submitted with SPICe_MOA and SPICe_AOA.
MOA (Memorandum of Association) & AOA (Article of Association)
MOA & AOA are the two very important documents for the company. MOA of company defines the scope of operations of the company, whereas AOA defines how the company will be carrying the operations as per the applicable Act. The AOA of a Private Limited company shall mandatory consist the following three clauses in addition to general clauses:
- Limitation on the number of members up to 200.
- Restriction on transfer of shares.
- Prohibition on accepting securities from public.
The documents required to be submitted with SPICe form are as follows:
- Utility Bill and NOC from the owner for the Registered Office address of the Company;
- Rental Agreement with the owner of registered office, if premises is rented;
- Consent to act as a Director of the company in form DIR – 2;
- Affidavit and declaration by first subscriber(s) and director(s) in form INC – 9 (duly franked and notarized);
- Certified True copy of the self-attested Identity proof of the first subscriber(s) and director(s).
Once the form is submitted, MCA verifies the application and documents, after verification the concerned RoC may provide the Certificate of Incorporation (COI), which is a conclusive proof certifying the existence of the company, which also includes the details like date of Incorporation, Company Identification Number (CIN) and Permanent Account Number (PAN) along with the sign and seal of the Registrar.
On the receipt of the Certificate of Incorporation, the company may commence the Business Activity.