Process for Incorporation of Private Limited Company

Updated: Dec 7, 2019

Process for Incorporation of Private Limited Company

Private Limited Company is the most prevalent form of corporate legal entity in India. Companies are incorporated and regulated under the Companies Act, 2013 and the Companies Incorporation Rules, 2014. This article includes all the amendments up to 30th November 2019 for incorporating the private limited company.

A new and simplified web based service R.U.N. (Reserve Unique Name) for reserving a name in place of INC-1 eliminates the need of affixing Digital Signature Certificate (DSC) during name reservation. This is one of the milestone achievement for Ease of Doing Business in India.

Further, MCA replaced Form INC-29 with Simplified Proforma for Incorporating Company Electronically (SPICe) e-Form. Further, the Ministry has also integrated the MCA21 System with the CBDT for issue of PAN and TAN to a company incorporated using (SPICe). Stakeholders can submit applications for PAN and TAN at the time of submitting applications for incorporation through SPICe. The PAN/TAN allotted by Income Tax Department are being affixed on the Certificate of Incorporation of the company.

STEP 1. R.U.N. (Application for Name Approval) :

The details required to fill on R.U.N service available under the MCA Service tab are :

1. Entity Type,

2. CIN (only if an existing company wishes to change its name),

3. Proposed Name (Auto Check Facility),

4. Comments (Mention the main object of the proposed Company and other relevant information),

5. Choose the file (if any attachments).

Important Points to be kept in mind while applying for a new Name for the proposed Company :

1. No requirement to use a Digital Signature Certificate (DSC) during name reservation.

2. Maximum 2 names can be applied.

3. Reserved Name shall be valid for 20 days.

4. ROC fees shall be Rs. 1000/-

5. No need to fill the details of Directors in R.U.N.

6. Proposed Company can also apply for the name directly in the SPICe form instead of R.U.N.

STEP 2: Drafting of Documents and Filing of e-Forms

A. Following Documents should be ready before filing the SPICe e-form:

1. DIR - 2 of all the Directors (Self -attested)

2. Declaration by the subscribers and directors in Form INC-9. (Duly Self - Attested)

3. Proof of Identity and address of all the directors and subscribers.

4. PAN card is compulsory for all the directors / subscribers not having DIN.

5. All the Subscribers should have DSC.

6. One of the Director should have DSC .

7. Proof of Registered office (Conveyance / Rent Agreement / Lease Deed)

8. NOC from the owner of property.

9. Copy of utility bill not older than 2 months for the Registered office.

10. Correspondence Address of the Proposed Company.

B. Fill the data in SPICe (INC 32) e-form, SPICe MOA (INC 33), SPICe AOA (INC 34), AGILE e-form:

1. Maximum 7 Subscribers details can be given in SPICe e-form, for other subscribers an additional sheet to be attached with their signatures in the sheet to the SPICe e-form.

2. Maximum 3 Directors can apply for the DIN in SPICe e-form.

3. Application for the PAN and TAN.

4. Company can apply for GST, IEC through AGILE e-form.

5. Application for Name availability (if not applied through R.U.N.)

6. No need to file separate DIR-12 for the Directors.

7. Details of the Main Object, Ancillary Object, Capital Clause, Liability Clause, Situation of Registered office, details of subscribers, etc to be entered in SPICe MOA (INC 33).

8. Details of the first directors to be filled in SPICe AOA (INC 34).

9. Digital Signature Certificate of all the subscribers is required in SPICe MOA and SPICe AOA.

Note: If subscribers are more than seven, then we can also file the MOA & AOA in PDF Form along with Form Spice if DSC of all the subscribers are not available.

10. DSC of Witness / Practicing Company Secretary required.

11. DSC of one of the Directors required.

C. Once all the 4 forms (SPICe (INC 32) e-form, SPICe MOA (INC 33), SPICe AOA (INC 34), AGILE e-form) are ready for Filing, upload all the four e-forms on MCA website.

D. Filing of INC - 20A e-form i.e.: Declaration for the commencement of business:

NOTE: A company incorporated after the commencement of the Companies (Amendment) Ordinance 2019 (Effective from 31st July, 2019) and having a share capital shall not commence any business or exercise any borrowing powers unless a declaration is filed by a director within a period 180 days of the date of incorporation of the company in INC - 20A e-form with the Registrar.

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