Checklist for Incorporation of Company in India
Checklist for Incorporation of Company in India
Indian Parliament passed the Companies Act of 2013 to incorporate and regulate companies. If you want to start a company, whether private limited, public limited, LLP, or OPC, you must register under this Act. It helps you avail legal recognition, limited liability, credibility, statutory compliance, and the benefits the Act offers. You need to meet certain requirements for company registration, such as having a minimum number of directors, a registered office address, etc. It varies depending on the type of company you intend to establish. This article provides the checklist for the incorporation of a company (private limited, public limited, LLP, OPC, partnership firm, & sole proprietorship) to ease the registration process.
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A Private Limited Company is a business entity privately held by an individual or a group. It is the most popular legal structure for business. This company does not trade shares to public exchange or issue them through an initial public offering (IPO). The advantages of establishing a private limited company include limited liability, low-income tax, separate legal entity, and better credibility. It can be registered by applying to the Register of Companies (ROC).
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Register Now!- DSC (Digital Signature Certificate): DSC must file the application and forms or sign the documents. It includes public limited companies as well as one person companies. It can be obtained from any authorised agency recognised by the Government of India.
- DIN (Director’s Identification Number): DIN can be applied through SPICe+ or by filling in the DIR-3 (Director’s Consent) available on the MCA portal. It is applicable for public limited companies and OPCs.
- Name Availability & Approval: The company name must be approved by the Ministry of Corporate Affairs. It can be done through SPICe+ (Simplified Proforma For Incorporating Company Electronically), the latest web service portal introduced by the MCA. You can submit the Part A of the SPICe+ with the option of two names for approval. The Registrar of Companies (ROC) will approve one of the names. This procedure is the same for public limited companies and one-person companies for name approval.
- Minimum Capital: A private limited company’s minimum authorised share paid capital should not be less than 1 lakh Indian rupees.
- Minimum number of Members: A Private company must have at least 2 members and not exceed 200 members.
- Memorandum of Association (MOA): The company’s directors must file a “Memorandum of Association”. It must include the company name with the prefix ‘Pvt. Ltd’, business activities, Registered office address, paid-up capital of the company, and the information regarding the directors or promoters of the company.
- Articles of Association (AOA): It mentions the company’s directors, affairs, and internal management, as well as the restrictions on the power of directors and members of the company.
- Identity proof, address proof, Passport photographs, utility bills and PAN of shareholders and directors
- No objection Certificate (NOC) from the Landlord
After the Registrar is satisfied with the conditions prescribed for the company’s register, the certificate of commencement and incorporation certificate will be issued.
Checklist for Public Limited Company Registration
A Public limited company (PLC) is a business entity owned by shareholders and managed by a Board of Directors. The shares can be offered to the general public through Initial Public Offering (IPO) or the stock market. The buyers of shares are not liable for business losses greater than the money they invested. This type of company can scale the business with the capital of the public.
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- DSC (Digital Signature Certificate)
- DIN (Director’s Identification Number)
- Name Approval
- Minimum Paid-Up Capital: Ensure a minimum paid-up capital of at least 5 lakhs rupees for forming the public limited company.
- Minimum Members Requirement: A minimum of 7 members is required to incorporate a public limited company, and no maximum limit is set for the members.
- Memorandum of Association: File the Memorandum of Association with details such as the company’s name, objectives, and registered office, following the prescribed format by the Companies Act.
- Articles of Association: Submit the Articles of Association detailing directors and the company’s operational procedures per the Act’s prescribed format.
- Prospectus Submission: File the prospectus with the Registrar, which contains an invitation to the public to subscribe to the company’s shares.
- Consent of Directors: Obtain and file Form 32, indicating all directors’ consent to establish the company.
- Identity proof, address proof, Passport photographs, utility bills and PAN of shareholders and directors
- No objection Certificate (NOC) from the Landlord
After fulfilling all prescribed conditions, the Registrar of Companies will issue the certificate of Commencement of Business, allowing the public limited company to begin its operations officially.
Limited Liability Partnership (LLP) – Checklist
A Limited Liability Partnership (LLP) is a business structure that gives a company the benefits of limited liability with the flexibility of a partnership. It can function as a separate legal entity; the liability of partners is limited to the contribution agreed in the LLP. It is called a hybrid between company and partnership since it combines the elements of a corporate structure and a partnership firm. LLP have a perpetual succession as it is a legal entity separate from its partners.
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- DSC (Digital Signature Certificate): DSC is required from the proposed partner of the LLP or the proposed director of the Company.
- DPIN (Designated Partner Identification Number): Any designated partner can apply DPIN. It can be used for registration purposes for LLP.
- Name Approval: Must file eForm 1 to ascertain the availability and reservation of name. Also, eForm 2 must be filed to incorporate a new limited liability partnership (LLP).
- Minimum number of Partners: At Least two designated partners and can have any number of members above that.
- Memorandum of Association (MOA)
- Articles of Association (AOA)
- LLP Agreement: It is a formally and legally binding agreement between the partners of LLP. It details the roles and responsibilities of the member and the rules to conduct the business.
- Identity proof, address proof, PAN, and Passport Photographs of Partners
- Ownership proof of proposed offices
- Notice of Objection Certificate (NOC) from Landlord
Checklist for One Person Company (OPC) Incorporation
A One Person Company (OPC) is a unique business structure where a single individual acts as both owner and sole member. In OPC, the company’s legal and financial liabilities are limited, providing a clear distinction between the individual and the company. Under the Companies Act of 2013, OPC combines elements of sole proprietorship and company business forms. It enjoys concessional and relaxed requirements, making it an attractive option for single-person enterprises.
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- DSC (Digital Signature Certificate)
- DIN (Director’s Identification Number)
- Name Approval
- Minimum Number of Members: OPC can be registered with one member and can have a maximum of fifteen members. OPC can appoint more than fifteen members by passing the special resolution.
- Memorandum of Association (MOA)
- Articles of Association (AOA)
- Identity proof, address proof, Passport photographs, utility bills and PAN of shareholders and directors
- No objection Certificate (NOC) from the Landlord
Also read: How to register a company in India
Checklist to Register Partnership Firm
A partnership firm, managed by two or more individuals, operates under the guidance of a meticulously crafted partnership deed—a legal document specifying the agreed-upon terms and conditions. Since the introduction of LLP, partnership firms have lost their significance due to their unlimited liability, putting the personal possessions of partners at risk. In contrast, an LLP protects personal possessions from liability. However, partnership firms are easier to establish compared to LLPs. It has no big checklist; it can be created with a partnership deed prepared in two or four working days.
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Register Your Partnership Firm Now!Though registration is optional for partnership firms, it can be done to enjoy the legal benefits. The following are the prerequisites to get the partnership firm registration done.
- Form-1 Application
- Partnership deed – a certified original copy
- A Specimen of Affidavit, which mentions the details in the partnership deed and documents are right
- Ownership proof to the place of business, rental agreement, or NOC from the Landlord
- PAN card of the firm and partners
- Voter ID Card, Aadhar card, passport or driving license of the partners.
The Form-1 Application is attached here for reference,
Form-1-for-partnership-firm-registrationSole Proprietorship Business Registration
A sole proprietorship is a business owned and managed by a single person, often favoured by small traders and merchants for its quick setup within 10 days. Unlike other business structures, sole proprietorships have no specific registration; instead, they are recognised through other registrations, such as GST registration. The ease of starting, requiring only relevant government registrations like GST, makes it a straightforward choice for entrepreneurs in the unorganised sector. Remember, it has unlimited liability; if you want limited liability protection and start a business yourself, you can opt for the OPC business type.
Also Read: Documents required for GST registration
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Get Started Now!Conclusion
We have covered the checklist for the different types of companies one can establish in India. Each form of company has both advantages and disadvantages. You can choose based on your needs and vision of your business. Ensure you have met all the requirements listed in the checklist, which smoothens the registration process. IndiaFilings helps you to register your company without any complications.
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