How To Register A Company In India 2023 Online Process

Item: How To Register A Company In India 2023 Online Process
Author: Muhammed Fasil K

Section 3(1) of the Companies Act, 2013 provides that a company maybe formed for any lawful purpose by—

(a) seven or more persons, where the company to be formed is to be a public company;

(b) two or more persons, where the company to be formed is to be a private company; or

by subscribing their names or his name to a memorandum and complying with the requirements of this Act in respect of registration.

A company formed under the Companies Act, 2013 may be either—

(a) a company limited by shares; or

(b) a company limited by guarantee; or

The Companies Act, 2013 prescribes specific procedures for incorporation and registration of companies. A company can be formed either by:—

(i) Incorporation of a new company; or

(ii) conversion of existing business (partnership firm or co-operative societies, society, limited liability partnership, trust or any other business entity) formed under any other law for the time being in force which applies for registration under this Part into a company under the provisions of Chapter XXI, Part I and of the Companies Act, 2013; or

(iii) Companies incorporated under section 8 of the Companies Act, 2013.

The incorporation (birth) and strike off the name, winding up and dissolution (death) of a company are governed by the provisions of the Companies Act, 2013. Therefore, each company is subject to the provisions of the Companies Act, 2013, as may be amended from time to time. The following procedure involves for incorporation of a company.

HOW TO REGISTER A COMPANY IN INDIA 2023 ONLINE PROCESS

Persons who want to form a company must follow the step-by-step procedure as discussed below:

1. Selection of type of company.

2. Selection of name for the proposed company.

3. Apply for issuance of Directors Identification Number (DIN) and Digital Signatures, if does not have, however as per amendment in section 153 of the Companies Act, 2013 by the Companies (Amendment) Act, 2017, w.e.f. 9-2-2018, the Central Government may prescribe any identification number which shall be treated as DIN.

4. Apply for reservation of name in the Form RUN or Form No.INC-32 (SPICe).

5. Drafting of Memorandum and Articles of Association.

6. Payment of stamp duty electronically, digitally signing and e-filing of various documents with the Registrar.

7. Payment of registration and filing fees electronically.

8. Apply for obtaining GST Number, Employees State Insurance Corporation Registration No. and Employee Provident Fund Organisation Registration, Income Tax PAN, TAN, Professional Tax and opening of bank account on online basis simultaneously filing of Form SPICe in the Form INC-35 called AGILE.

9. Obtain Certificate of Incorporation.

Step by Step procedure for incorporation of a company in India 2023

1. Selection of the type of company

The promoters of a company may be individuals or bodies-corporate. They have powers of defining the objects and deciding various matters for the company proposed to be incorporated. It depends upon, the purposes for which the company is to be incorporated, proposed scale of operations, capital involved, etc. the promoters may select the type of company as they like to form themselves into viz. one person company, private company, public company, non-profit making company, IFSC, etc.

2. Requirement for having DIN

As per proviso to section 152(3) of the Companies Act, 2013 no company shall appoint or re-appoint any individual as director of the company unless he has been allotted a Director Identification Number (DIN) under section 154 or such other identification number as the Central Government may prescribe.

Section 152(3) provides that every individual, intending to be appointed as director of a company shall mandatorily have DIN. Therefore, if the proposed directors are not having DIN they need to apply with the Form SPICe-32.

3. Requirement for providing a declaration by the director for disqualification

Section 152(4) of the Companies Act, 2013 provides that every person proposed to be appointed as a director by the company at the time of incorporation or in general meeting or otherwise, needs to give DIN or such other identification number as may be prescribed by the Central Government and a declaration in the Form DIR-8 informing about their non-disqualification under section 164(2).

4. Requirement for having digital signatures

Each form & return prescribed under the Companies Act, 2013 needs to be filed with the DSC of the managing director or director or manager or secretary of the Company, therefore, it is compulsorily required to obtain digital signatures of all the subscribers to digitally sign the e-Form (SPICe) 32 (however, if the name reservation is applied through Form RUN there is no requirement for DSC) and other documents. It may be noted that if the director or other persons covered as subscriber are having digital signatures, their signatures may be used and there is no need to take new signature again.

5. Requirement for Roll Check of digital signature

The digital signatures are required to be registered at the website of the MCA for a various category like director, professionals, etc. and need to fill up particulars online at the MCA portal, called roll check. Without complying with the requirement of Roll Check, any documents signed digitally shall be considered, as defects in the particulars of the applicants, if any, will appear at the time of pre-scrutiny.

If a person having a digital signature and having multiple roles, like the director of a company as well as professional like chartered accountant, company secretary or cost accountant is required to apply for roll the digital signature for such different categories and upload the particulars at the portal of MCA online basis and the person may use the same signature for various categories thereafter, like director or practicing company secretary, cost accountant or chartered accountant mentioning DIN or professional membership number, as the case may be.

6. Selection of name

If the promoters propose to incorporate a new company they need to make an application in form RUN or in e-Form INC-32 (SPICe) along with fee of Rs.1,000 as prescribed in the Companies (Registration Offices and Fees) Rules, 2014 electronically with the Registrar of Companies for seeking confirmation for the reservation of the proposed name that it is not undesirable, which application may be approved or rejected, as the case may be, by the Registrar, Central Registration Centre.

6.1 Reservation of the name given by the Registrar shall be valid for a period upto 20 days only

Upon receipt of the application, the Form RUN for reservation of name, the Registrar of Companies after verification of all the criteria shall approve any of the name as may be considered as per provisions of the Rules which shall be valid for a period of twenty days from the date of approval or such other period as may be prescribed. [Section 4(5)]. After 20 days, or such other dates as may be prescribed by the Central Government, if documents for incorporation are not filed with the Registrar the reservation made by the Registrar shall lapse automatically.

6.2 Preparation of the Memorandum of Association (MOA) and Articles of Association (AOA)

Drafting of the MOA and AOA is a simultaneous step to the reservation of name as well as incorporation process. It should be noted that the main objects must be matched with the objects shown in e-Form INC-32 (SPICe) or RUN. These two documents are basically the charter and internal rules and regulations of the company and need to be filed in the Form INC-33 and INC-34 attached with the e-Form INC-32 (SPICe).

6.3 Simplified Proforma for incorporating Company Electronically (SPICe)

The MCA has amended the Companies (Incorporation) Rules, 2014 by the Companies (Incorporation) Fifth Amendment Rules, 2016, providing:

(i) The application for incorporation of a company shall be in FORM No. INC-32 (SPICe) along with e-Memorandum of Association (e-MOA) in Form No. INC-33 and e-Articles of Association (e-AOA) in Form No. INC-34.

(ii) In case of incorporation of a company falling under section 8 of the Act FORM No. INC-32 (SPICe) shall be filed along with FORM No. INC-13(Memorandum of Association) & FORM No. INC-31 (Articles of Association) as attachments.

(iii) In case of incorporation of a company having more than seven subscribers or where any of the subscriber to the MOA/AOA is signing at a place outside India, MOA/AOA shall be filed with INC-32 (SPICe) in the respective formats as specified in Table A to J in Schedule I without filing form INC-33 and INC-34.

(iv) An application for allotment of Director Identification Number upto three Directors, reservation of a name, incorporation of company and appointment of Directors of the proposed One Person Company, private company, public company and a company falling under section 8 of the Act, shall be filed in Form No. INC-32 (SPICe), with the Registrar, within whose jurisdiction the registered office of the company is proposed to be situated along with the fee of Rs.500 in ddition to the registration fee as specified in the Companies (Registration Offices and Fees) Rules, 2014.

(v) Where an applicant has applied for reservation of a name and which has been approved therein, he may fill the reserved name as proposed name of the company:

(vi) In case of companies incorporated, with effect from the 26th day of January, 2018, with a nominal capital of less than or equal to rupees ten lakhs or in respect of companies not having a share capital whose number of members as stated in the articles of association does not exceed twenty, fee on INC-32 (SPICe) shall not be applicable.]

(vii) For the purposes of filing SPICe Form, the particulars of maximum of three directors shall be allowed to be filled in Form No. INC-32 (SPICe) and allotment of Director Identification Number of maximum of three proposed directors shall be permitted in Form No. INC-32 (SPICe) in case of proposed directors not having approved Director Identification Number.

(viii) The promoter or applicant of the proposed company shall propose only one name in Form NC-32 (SPICe).

(ix) The promoter or applicant of the proposed company shall prepare Memorandum of Association (e-MoA) in Form No. INC-33 and Articles of Association (e-AoA) in Form No. INC-34.

(x) The subscribers and witness or witnesses shall affix their digital signatures to the e-MoA and e-AoA.

(xi) A company using the provisions of this rule may furnish verification of its registered office under sub-section (2) of section 12 of the Act by filing Form No. INC-32 (SPICe) in which case the company shall attach along with such Form No. INC-32 (SPICe), any of the documents referred to in sub-rule (2) of rule 25.

(xii) Form No. INC-22 shall not be required to be filed in case the proposed company maintains its registered office at the given correspondence address.

(xiii) Where the Registrar, on examining Form No. INC-32 (SPICe) finds that it is necessary to call for further information or finds such application or document to be defective or incomplete in any respect, he shall give intimation to the applicant to remove the defects and re-submit the e-form within 15 days from the date of such intimation given by the Registrar.

(xiv) After the resubmission of the document, if the Registrar still finds that the document is defective or incomplete in any respect, he shall give one more opportunity of 15 days to remove such defects or deficiencies. The total period for re-submission of documents shall not exceed 30 days.

(xv) The Certificate of Incorporation of company shall be issued by the Registrar in Form No. INC-11.

7. Application for registration of the Goods and Service Tax Identification Number (GSTIN), Employees’ State Insurance Corporation (ESIC) registration and Employees’ Provident Fund Organisation (EPFO) Registration, Professional Tax, PAN, TAN, Opening of Bank Accounts

The Ministry of Corporate Affairs has inserted new Rule 38A vide the Companies (Incorporation) Third Amendment Rules, 2019, w.e.f. 29-3-2019 which provides that an application for incorporation of a company under rule 38 shall be accompanied by e-form AGILE (INC-35) containing an application for registration of the following numbers, namely:–

(a) GSTIN with effect from 31st March, 2019;

(b) EPFO with effect from 8th April, 2019;

(d) Profession Tax Registration with effect from the 23rd February, 2020

(e) Opening of Bank Account with effect from 23rd February, 2020

8. Issuance of Certificate of Incorporation and allotment of Corporate Identity Number

On the satisfaction of the Registrar that all the requirements specified in section 7(1) have been complied with by the company, he shall retain the documents and register the MOA, AOA and other documents. Section 7(2) cast an obligation on the Registrar to issue a Certificate of Incorporation in the Form INC-11 normally within 7 days of the receipt of documents.

On and from the date mentioned in the certificate of incorporation issued under sub-section (2), the Registrar shall allot to the company a corporate identity number, which shall be a distinct identity for the company and which shall also be included in the certificate. The date of registration of a company is the date mentioned in the certificate and not that on which the signature of the Registrar was written.

Frequently Asked Question - FAQ on company registration in India

How do I register a company in India in 2023 ?

You can register a company in India in 2023 through Simplified Proforma for Incorporating Company electronically SPICe -INC-32 with eMoA (INC-33) and eAOA (INC-34). It is the default option and most of the companies are required to be registered through SPICe only.

How much does it cost to register a company in India?

The cost of registration of company depends on multiple factors such as type of company (private limited, public limited, Section 8, OPC etc.), authorized capital, availability of DIN and digital signature of directors, professional fees of consultant. So it is difficult to quote a fix amount but to give you a rough idea, I can say if you want to register a private limited company with authorized capital of Rs. 1 lakh it will cost you minimum 6000 to 7000 rupees.

How much time it will take to register a company in India?

Under the ease of doing business initiative government of India is continuously taking various measures to reduce the complexity and time required for obtaining necessary government approval for the establishment and operation of businesses in India. Accordingly Ministry of Corporate Affairs (MCA) has introduced SPICe, under which with a single application you can apply for approval of DIN, Company Name, MOA & AOA, PAN & TAN etc., so now you can get your company registered within 6-7 days.

What are the documents required for company registration in India?

A. Documents Required for obtaining Digital Signature Certificate (DSC)
1. PAN Card of the Applicant
2. Address Proof of the applicant

B. Documents required for obtaining Director Identification Number (DIN)
1. PAN Card
2. Address Proof
3. Residential Proof (it should not be older than 3 months)

C. The documents required for a company’s office address registration
1. Copy of rent agreement or lease deed (if rented) or property papers
2. Copy of electricity bill
3. Copy of NOC (No Objection Certificate) from the landlord
4. Copy of Aadhaar Card and PAN Card of the landlord

D. Memorandum of Association (MOA) and Articles of Association (AOA) of the company.

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