Company Formation in India

Covering the various States and Union Territories in India, Registrars of Companies (ROC) in India are appointed under Section 609 and are vested with the principal duty of registering companies established in the respective States and Union Territories. These offices maintain all the records pertaining to the companies registered with them. These records are made available for the public for inspection on payment of a prescribed fee.

The principal tasks of the Registrars of Companies extend into Company Incorporation, name change, change of financial year, conversion of companies from Private to Public and vice versa, striking off of the names of companies, and default action against companies.

The following list summarizes the steps to be followed for Company Registration for a private enterprise.

Steps for a Private Limited company incorporation in India:

1. In the order of preference, select not less than four names for the company reflecting the main objects of the company. In this, it must be ensured that the name does not violate the provisions of Emblems and Names (Prevention of Improper Use) Act, 1950, besides not resembling any existing or already registered company.

2. Apply to the relevant ROC to ensure the availability of a particular name in Form 1A along with the applicable fees. If the proposed name is unavailable, then availability of a fresh name can be checked through the same application.

3. With the help of Chartered Accountant or lawyer, arrange to draft the Memorandum and Articles of Association. The same must be vetted by the ROC and later printed.

4. The Memorandum and Articles should be stamped with the applicable stamp duty.

5. The Memorandum and Articles should be signed by at least two subscribers in their own hand, with their father’s name, occupation, address and the number of shares subscribed for under the witness of at least one person. It should be ensured that the Memorandum and Articles are dated after the date of stamping.

6. Fill up the following forms (online) and sign (Digitally):

1. Declaration of compliance – Form-1.
2. Notice of the situation of the registered office of the company – Form-18.
3. Particulars of the Director, Manager or Secretary – Form-32.

7. Submit the following documents to the ROC with necessary filing and registration fee:

1. stamped and signed copies of the Memorandum and Articles of Association.
2. Form-1, 18 & 32.
3. Agreement referred to in the M&A (if any)
4. Any agreement proposed to be entered into with an individual to function as Managing or whole time Director or Consent letters from proposed directors.
5. Name availability letter issued by the office of the ROC.
6. Power of Attorney signed by the subscribers favoring a person to make corrections on their behalf in the documents and papers filed for registration.

8. The Registration and Filing Fee must be paid either by credit card or through challan in bank

9.  Obtain the Certificate of Incorporation from ROC.

Additional Steps necessary for the formation of a Public Limited Company:

10.  Consent of Directors to act as such in Form No.29.

11.  Make the payment of application and allotment money by Directors on shares taken or agreed to be taken.

12.  In lieu of Prospectus, file the Statement with the ROC in schedule-iv of the Companies Act.

13.  File a declaration in Form-20 signed by any one of the Directors.

14.  Obtain the Certificate of Commencement of Business.