• To streamline the company registration process in India, the government offers the SPICe (Simplified Performa for Incorporating a Company Electronically) facility, a comprehensive platform for fulfilling the legal requirements for company incorporation. This system facilitates tasks like registering the company name, assigning Director Identification Numbers (DIN) for directors, and issuing the Permanent Account Number (PAN) and Tax Deduction and Collection Account Number (TAN) for the newly established company. The following is a list of essential documents that need to be provided by shareholders and directors during the registration process:

  Required Documents from Shareholders and Directors:

  • Proof of Identity:
    • Permanent Account Number (PAN) Card
    • Additional options include an Aadhaar Card, Passport, Driving License, or Voter Identity Card (submit at least one).
  • Proof of Address:
    • Recent Telephone or Mobile Bill
    • Recent Electricity or Water Bill
    • Latest entry in the Bank Passbook or a Bank Statement (should be within the past 2 months)
    • Passport-Sized Photographs: Each stakeholder must provide 3 photographs.
  Note: All documents must be self-attested by the individuals submitting them. Ensure that the documents, especially utility bills like telephone or electricity, are current and not older than 2 months to ensure validity and compliance with regulatory requirements.

The process of online company registration in India involves several key steps.

• Step 1: Obtain a Digital Signature Certificate (DSC)

• • Purpose: A DSC is essential for electronically signing documents submitted to the Ministry of Corporate Affairs (MCA).
  • Process: Apply for a DSC through authorized DSC issuing authorities listed under the Controller of Certification Agencies (CCA).
    • Indian Nationals must have passport-sized photographs, a PAN card, an Aadhaar Card for address verification, a valid phone number, and an email address.
    • Requirements for Foreign Nationals: Passport-sized photographs, notarized and apostilled copies of the passport for identity proof, and proof of address. Additional notarization or apostille of documents may be required depending on the country.

• Step 2: Reserve Company Name (SPICe+ Part A)
  • Objective: To ensure the proposed company name is unique and not similar to any existing companies or trademarks.
  • Process: Fill out the SPICe+ Part A form on the MCA portal, providing details about the company type, class, category, sub-category, and a brief description of the business activities.

Naming Guidelines: Submit two proposed names in order of preference, ensuring they comply with the naming conventions and do not infringe on existing trademarks.

• Step 3: Submission of Company Details (SPICe+ Part B)
  • Information Required: Details about the company’s authorized capital, the address of the registered office, information about subscribers and directors, applicable stamp duty, and applications for PAN and TAN.
  • Compliance Declaration: A declaration affirming compliance with the provisions of the Companies Act 2013 must be digitally signed by a Chartered Accountant, Company Secretary, Cost Accountant, or a Lawyer who assists in the incorporation process.
• Step 4: Drafting and Filing MOA and AOA (SPICe+ MOA and AOA)
  • A Memorandum of Association (MOA) outlines the company’s objectives, activities, and scope of operations. It defines the relationship between the company and the external world.
  • The Articles of Association (AOA) detail the rules for the company’s internal management, including the roles and responsibilities of directors and the rights of shareholders.
  • MOA and AOA must be drafted carefully and filed with digital signatures from subscribers (shareholders) and witnesses.
• Step 5: AGILE-PRO-S Form Submission
  • Purpose: This is for registrations related to Goods and Services Tax (GST), Employees’ Provident Fund Organization (EPFO), Employee State Insurance Corporation (ESIC), opening a bank account, and obtaining a shop and establishment license (depending on the state).
  • Process: Filed alongside the SPICe+ form, this form consolidates multiple applications, simplifying the post-incorporation setup.
• Step 6: Issuance of Certificate of Incorporation

Upon verifying all submitted documents and forms, the MCA issues the Certificate of Incorporation (COI), including the Company Identification Number (CIN), and assigns the company’s PAN and TAN.

In India, a company registered under the Companies Act, 2013, must adhere to various compliances mandated by the Act. This legislation regulates the qualification, appointment, remuneration, and retirement of company directors; the conduct of board and shareholder meetings; and the preparation and presentation of annual accounts along with the maintenance of books of accounts. Key post-incorporation compliances include:

1. Certificate of Incorporation: Establishes the company as a separate legal entity.
2. First Board Meeting: Must be convened within 30 days of incorporation, with notice issued at least 7 days in advance. During this meeting, the first auditor is appointed, and directors disclose their interests using Form MBP-1. Any changes in director interests must be disclosed at the next board meeting and annually.
3. Registered Office: The company must have a registered office from the 15th day of incorporation to receive official communications. Verification of this office must be filed in Form INC-22 within 30 days.
4. Name Board: The company’s name board outside the registered office must display the company’s name, CIN, address, phone number, fax number, email ID, and website, if any.
5. PAN and TAN: Obtaining a PAN and TAN immediately after incorporation is essential for opening a bank account in India.
6. Annual Filings: Profit and Loss Account, annual return, and balance sheet, along with the auditor’s report, must be filed with the RoC before the due date each financial year.
7. Board Meetings: A minimum of four board meetings must be conducted annually at stipulated intervals. Minutes of the meetings must be prepared within 15 days and finalized within 30 days.
8. Share Certificates: Issuance of share certificates to shareholders is mandatory, with details recorded in the Register of Allotment.
9. Statutory Registers: The company must maintain certain statutory registers at its registered office as prescribed by Sections 85 and 88 of the Companies Act, 2013. Failure to maintain these registers can result in fines and prosecution of the company and its directors.
10. Intimation to RoC: The company must inform the RoC of appointments, removals of directors, and other significant changes in the prescribed manner.

These compliances ensure that the company operates within the legal framework and maintains transparency and accountability in its operations.

A NRI or a foreign national can become a director of a private limited company. He or she must obtain a DIN from the Indian RoC. They can also hold a controlling stake in the company. As long as at least one director on the board of directors is an Indian resident.

What are the mandatory compliances of a Private Limited Company?

• Appointment of auditor;
• Statutory audit of accounts;
• Filing of annual return;
• Filing of financial statements;
• Holding Annual General Meeting (AGM);
• Prepare directors’ report;
• Filing of income tax return.