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Company Formation in India

Entity Type: Private Limited Company/Public Limited Company


Name Details

Does the name of the company require approval by the Registry or other authorities?

Yes – Approval is required from the Registrar of Companies (ROC).

How many prospective names will you require?

Maximum 6 in the order of preference.

Are there any restrictions or limitations on words that can be used in company names?

Yes- name must describe the object of the Company.

Further, the ROC has laid down guidelines under which certain names are considered
‘undesirable’.

Address Details

Does the company need to provide a registered address?

Yes.

Are there any limitations on the registered address (i.e. must be in-country, must not be a PO box)

Yes – must be within the country.

PO Box cannot be a registered address.

If the client has no physical location incountry, can they use your address for the purposes of registration?

Yes.

Officer Details

How many Directors are required?

Private Limited Company – 2 (minimum)
Public Limited Company – 3 (minimum)

Are any other officers required (i.e. Secretary)?

Yes – if capital is or exceeds Rs. 50,000,000. Further every listed company and every other public company having a paid up share capital of Rs. 100,000,000 or more is required to appoint a whole-time Key Managerial Person.

What personal details will you need for each officer?

Please refer to 2. Director change, Annexure I.

Is there a requirement for any in country resident directors?

Yes, every company shall have at least 1 director who has stayed in India for a total period of not less than 182 days in previous calendar year

Do you need proof of address or Identity for officers? If YES, in what format?

Please refer to 2. Director change, Annexure I.

Shareholders

How many shareholders or members are required?

Private Limited Company – 2 (minimum) Public Limited Company – 7 (minimum)
Are there any restrictions on who can be a shareholder?

No.

However, for non-resident shareholders provisions of Foreign Exchange Management Act, 1999 would have to be checked for FDI restrictions (if any).

What information will you require about shareholder?

  1. Full Name
  2. Complete address
  3. Nationality
  4. Date of Birth
  5. Place of Birth
  6. Education Qualification
  7. Occupation
  8. Pan Number
  9. Aadhar Number
  10. Passport Number (In case of Foreign National)
  11. E-mail ID
  12. Registration Number
  13. Declaration/Affidavit in Form No. INC – 9 signed by shareholders
  14. Affidavit for Non acceptance of Public Deposits signed by shareholders
  15. Board Resolution in case subscriber is a body corporate
  16. Power of Attorney

Will you require proof of address or ID from the shareholders?

Yes, required details of shareholders mentioned above shall be verified from the ID and residence proofs submitted.

Proofs may also be required to comply with provisions of Foreign Exchange Management Act, 1999 to meet KYC requirements of banks remitting money into India.

Share Capital

Will the company need to specify a maximum number of shares that can be issued?

No maximum number of shares that can be issued has been prescribed.

Is there a minimum number of shares that can be issued?

Private Limited Company – minimum share capital of Rs. 1 lakh (i.e. Rs. 0.1 Million).

Public Limited Company – minimum share capital of Rs. 5 lakh (i.e. Rs. 0.5 Million).

Is any stamp duty paid on the issued share capital? If YES, at what rate is this calculated.

Yes. Stamp duty rate varies from state to state in which the registered office of the Company would be situated. In the state of Delhi it is 0.1% of the authorised share capital.

Other Details

Do you require any further information about the company or its officers?

N/A

Timescale

How long will it take to complete incorporation

30 days on a conservative basis (calculated from the time all requested documents have been provided to us for filing with the ROC).

Is there any way to expedite the incorporation for an extra fee?

No.

Procedure

The following documents are to be prepared and submitted to the Registry of Companies:

Details required for E-form INC-32 PAN TAN, INC-33 (MOA), INC-34 (AOA)

  1. Memorandum and Articles of Association. In the format specified in form INC-33 (MOA), INC-34 (AOA)
  2. Affidavit in Form No. INC – 9 from all the directors and first subscriber of the Company along with Proof of residential address which should not be older than two months, and proof of identity
  3. Declaration in Form No. INC – 8 from professional engaged in Incorporation of the Company.
  4. Proof of nationality in case the subscriber is a foreign national
  5. PAN card and AADHAR Card (in case of Indian national)
  6. Copy of certificate of incorporation of the foreign body corporate;
  7. Certified true copy of board resolution/consent by all the partners authorizing to subscribe to MOA
  8. Trademark certificate of the foreign holding company(shareholder);

Latest version updated 3rd May 2018

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