This blog covers all the documents required for Company Registration in India, with detailed explanations of their formats and purpose. These include the documents of promoters, documents of registered office, and some legal drafts mainly MOA and AOA.
Developing insights into the documents required for company registration in India is key to a successful incorporation process. It ensures the completion of the company registration form and serves as a bridge between the entrepreneurial vision of setting up a company and legal compliance that makes this vision a reality! The documents for Company registration depend on the type of company being registered by the ROC and the minimum requirements for its formation. So, an understanding of all types of Companies registered in India and their minimum requirements would further enhance your understanding of the documents required for company registration in India.
Company & Its Types
Before starting a company in India, it is necessary to choose a suitable structure. The Companies Act, 2013 provides multiple structures amongst companies that you can select, as per your needs, suitability, and objectives. These types of companies can be categorised on the basis of their registration, purpose, as well as manner of ownership. All these types of companies are explained below so that you can make an informed decision while choosing a suitable organisational structure.
1. Categorisation of Companies based on Registration
Based on the registration, companies can be classified into Private Limited, Public Limited, and One Person Companies. Each of them have their distinct requirements and also the processes of registration. Let’s explore the aspects in which they differ from each other.
- Public Limited Company – A Public Limited Company is set up under the Companies Act, 2013 with a minimum of 7 shareholders and 3 directors. There is no minimum or maximum capital requirement to set up this company. Moreover, it is usually opted by large-scale businesses as there is no maximum limit to the number of shareholders / investors it can have. The Registration process of a Public Limited Company is application based, whereby an online application has to be submitted to the Registrar of Companies along with the list of documents required for company registration in India, discussed in the further sections.
- Private Limited Company- A Private Limited Company is set up under the Companies Act, 2013, with a minimum of 2 shareholders and 2 directors. Like a Public Limited Company, no minimum capital is required to set up a Private Limited Company as well. However, there is a cap on the maximum number of shareholders these companies can have. The number is capped at 200. So, while Private Limited Companies cannot have innumerable investors like Public Limited Companies, the maximum limit itself is quite high. Due to this reason, a Private Limited Company is usually opted for by medium and large scale businesses. The registration process of a Private Limited Company is the same as that of a Public Limited Company. For this, an application is needed to be filed to the ROC online along with the attached documents discussed in the further sections.
- One Person Company- A One Person Company (OPC) is a single-person owned company that is set up under the Companies Act of 2013. It is registered as a Private Limited Company by the ROC, with the only difference being the minimum requirements to incorporate it. In contrast to a Private Limited Company, an OPC cannot have more than one shareholder. Apart from that, this sole shareholder must be an Indian individual citizen as opposed to Indian or Foreign body corporations permitted for shareholding in a Private Limited Company. Also, the minimum number of directors required to set up an OPC is 1. OPC is usually chosen by the small-scale businesses due to its limited investment potential.
2. Categorisation of Companies based on Purpose
Based on the purpose or objective of formation, companies can be classified into for-profit and not-for-profit organisations. The purpose of for-profit companies is obviously wealth creation and profit generation, whereas those of non-profit companies is the promotion of commerce, art, science, sports, education, research, social welfare, religion, charity, and environment conservation. All activities and revenues generated by a non-profit company are directed towards these activities only. Moreover, the shareholders of Non-Profit Companies are not entitled to any profits or dividend distribution. Let’s have a closer look at the two kinds of companies:
- Profit-making Companies – These companies are formed with the objective of profit making and wealth creation. There are various options you can opt to set up a for-profit company, depending on your investment potential and scale of operations. These include Private Limited Companies, Public Limited Companies, One Person Companies, Small Companies and so on. These profit-making companies can be set up under the all-encompassing Companies Act.
- Section 8 Companies- Section 8 of the Companies Act, 2013 predefines the provisions to set up a non-profit company for the promotion of commerce, art, science, sports, education, research, social welfare, religion, charity, and environment conservation. Setting up these companies requires a prior license from the Central Government. Moreover, the structures you can opt for setting up such companies include Public Limited and Private Limited Companies only. Section 8 Companies do not offer dividends to their shareholders. Moreover, these companies can only operate upon the satisfaction of the Central Government, implying that the Government can grant or revoke the license of these companies on reasonable grounds as and when it wishes.
3. Categorisation of Companies based on Ownership
Another important basis of classifying companies include the manner of ownership transfer. Based on this factor, companies can either be categorized into Private Companies or Public Companies. Let’s understand how the two differ from each other.
Private Company: The manner of share transfer in case of a Private Company is restricted. A Private Company cannot trade its shares publicly or list them on stock exchange markets. Moreover, the general public is prohibited from buying the shares of a Private Company. Even in case of an existing shareholder’s departure, his shares are transferred to the other existing shareholders before a new investor is approached to replace him.
Public Company: Contrary to a Private Company, a Public Company can freely trade 7 Shaand transfer its shares publicly on stock exchange platforms. Moreover, even the general public is permitted to buy the shares of Public Company. Since the company is entitled to holding public money in the form of investment, it is regulated more strictly compared to a private company.
Minimum Requirements to Start a Company in India
Each type of company discussed in the above section has different requirements for incorporation under the Companies Act, 2013. The table below mentions all these requirements in detail. They primarily entail the minimum number of shareholders, the minimum number of directors and the minimum capital required to set up these companies. Additionally, some certain documents are required for company registration in India as well, those are discussed in the further sections.
| Minimum Requirements for Company Registration |
|---|
| Private Limited Company | Public Limited Company |
|---|---|
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| One Person Company | Section 8 Company |
|---|---|
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List of Documents Required for Company Registration in India
The next important prerequisite for starting a company in India are the documents of incorporation. Such documents are important for a company’s registration with the ROC, as the application submitted for the same is considered incomplete without them. We have listed and explained all the documents required for company registration in India below. Make sure you prepare and draft these documents before approaching the ROC for Company Registration.
Documents of the Company’s Promoters
The first set of documents required for company registration in India include the KYC documents of the promoters. Promoters are the first shareholders and directors of a company who are involved in its establishment and carry some interest in the company’s business. All these promoters will have to submit scanned, self-attested copies of the following documents:
- PAN Card
- Adhar Card
- ID Proof – Indian Promoters can submit any of among their Driving Licence, Voter ID, and passport. For foreign promoters, passport is mandatory
- Address Proof – Promoters can submit any utility bill or bank statement in their name with their address written on it. The address proof must not be older than 2 months.
- Digital Signature – Class 3 Digital Signature of the authorised director to Sign the application for Company Registration.
Documents of the Registered Office
The next set of documents required for company registration in India include the documents of the Registered Office. Registered office is the office address with which a company gets incorporated. This address is known in all public records as the company’s correspondence or communication address. During incorporation, the following documents related to the Registered Office must be submitted:
Proof of Registered Office Address – Any Utility Bill in the Company’s Name with the registered office address can be submitted for this purpose. The Address Proof must not be older than 2 months.
No Objection Certificate – A No Objection Certificate has to be issued by the owner of the office property in the prescribed downloadable format.
Documents of Company’s Constitution
Lastly, there are certain legal documents required for company registration in India that must be drafted in their proper formats. We have an expert legal team supported by numerous paralegal staff that assists companies in doing so. These documents establish the legal identity of the company and are drafted on stamp paper of appropriate value. Further, they need to be signed by all shareholders in the presence of two other witnesses and a public notary. The notary is supposed to stamp the documents for further validation. Here is the list of a company’s constitution documents:
Memorandum of Association – The Memorandum is known as the “Charter” of a Company as it contains its most important foundational legal details. It is divided into several clauses to highlight these details separately. A Private Limited and Public Limited Company have 6 clauses in their Memorandum, whereas a One Person Company has 7 clauses. All these clauses have been listed below for your clear understanding.
- Name Clause: Mentions the approved and finalised name of the company
- Registered Office Clause: Mentions the state in which the Registered Office of the Company is located.
- Object Clause: Mentions the primary business activity/ activities of the company. For a section 8 company, the object must be in accordance with Section 8 of the Companies Act.
- Liability Clause: This clause is an essential clause of MOA that specifies the liability of each member of the company.
- Capital Clause: This clause contains the details of Authorised and Subscribed Capital of the Company.
- Nominee Clause: This clause only applies in case of a One Person Company. It mentions the details of the Shareholder’s Nominee who would replace him in the event of death or departure.
Articles of Association – The Articles contain the Rules and Regulations of the Company’s internal management. These rules are specific to companies and are decided by its key management personnels. Some of the significant rules involve procedure of admitting a new shareholder, grounds of removal of an existing shareholder, manner of share transfer, manner of share transmission, convertibility of shares, procedure for winding up the company and so on.
Forms & Declarations
Besides the above documents, certain forms and declarations also have to be submitted during Company Incorporation. A list of these forms and documents are mentioned below:
INC 9 – INC 9 is a declaration given by the shareholders and first directors of the company, affirming that they haven’t been convicted of any legal offence before, haven’t been found guilty of breach of duty or violation of the Companies Act, and that the documents and information submitted with the company registration form are true to the best of their knowledge.
INC 14 – INC 14 is a declaration given by the a practising professional, who may be an advocate, chartered accountant, cost accountant or company secretary certifying that all the provisions, rules and regulations of the Companies Act and Company (Incorporation) Rules have been complied with while drafting the MOA and AOA for the company, and submitting the application for incorporation.
DIR 2– DIR 2 is the form in which individuals to be appointed as directors in a company give their consent for the same. The form has to be submitted with the Company Registration application to inform the ROC that the consent of the directors has been taken before their final appointment in the company.
How to Start a Company in India?- Complete Process of Company Registration
Starting a Company process begins with the collection, preparation as well as drafting of documents required for company registration in India. However, once the company registration documents are prepared, one can proceed further with the application process by navigating through the following steps:
Step 1: Visit the MCA Website and Login
The company registration process is online and can be completed on the official website of the Ministry of Corporate Affairs (MCA). For that, you need to register and create an account on the MCA portal. Upon registration, you will receive your login credentials. Using these credentials, you can login to the website.
Step 2: Access the Online Application
Once you are logged in, you can fetch and access the online SPICE Plus application for Company Registration, also called INC-32. This is a web based form and used for registering all types of companies.
Step 3: Fill Out the Details & Upload the Documents
SPICE Plus form is divided into two parts – part A and B. We advise that you file these parts separately. The first part is meant for name approval of the company by the ROC. Once the name is approved, you can proceed to the second part which contains the form for registration. While Part A does not require any documents to be submitted with it, but only the proposed names, Part B requires all the documents discussed in the above section to be uploaded in their digital formats.
Step 4: Pay the Application Fees
The application fees for Part A of the form is fixed at Rs.1,000. However, the application fees for Part B of the form depends on the Company’s authorised capital. If the authorised capital is greater than Rs.15 lakhs, then the fees will be Rs.500, else no fees will be chargeable.
Step 5: Receive Certificate of Incorporation
You can submit the completed form after paying the application fees. After submission the application form takes around 2 weeks to process. Once approved by the ROC, the company will be registered and a Certificate of Registration will be issued in its name. The Certificate will contain the date of incorporation and the CIN allotted to the company as well.
Benefits of Company Registration in India
Registering your company in India isn’t just a legal obligation—it’s a strategic move that enhances your business’s future prospects as well as potential. The benefits of company registration vary from establishing a solid legal identity for your company to limited liability protection and also raising funds easily. These benefits highlights why registering your business structure as a company is highly necessary.
- Legal Identity and Credibility: Upon registering your business as a company, it acquires a distinct legal identity. It not only sets it apart from personal assets but also enhances its credibility in the eyes of stakeholders, including clients, customers, and investors. A registered company reflects professionalism and accountability, crucial in today’s competitive business landscape.
- Limited Liability Protection: One of the most compelling benefits of company registration is the concept of limited liability. As a separate legal entity, the company’s liabilities are not borne by its shareholders or directors personally. As a result, this feature of a company safeguards personal assets of the shareholders from debts and obligations of the company, thus providing an invaluable peace of mind.
- Access to Capital: Companies Registered under the Companies Act 2013, have better access to funding sources, including bank loans, venture capital, and angel investment. The structured legal framework and compliance protocols attract investors who look for stability and transparency, thus opening avenues for business growth and expansion.
- Perpetual Succession: A registered company enjoys perpetual succession, meaning that its existence isn’t dependent on the lives of its founders or members. Even if shareholders change or new members join, the company’s operations remain uninterrupted, ensuring stability and longevity.
- Ease of Transferability: Shares of a registered company are transferable, simplifying changes in ownership. This flexibility in ownership transfer not only facilitates exit strategies for founders but also attracts potential investors, making the company a more attractive prospect for collaboration.
- Tax Benefits and Incentives: Registered companies can avail various tax benefits and incentives offered by the government to promote economic growth. These benefits can include tax deductions, exemptions, and other financial advantages, contributing to more & improved profitability.
The significance of documents required for company registration in India cannot be overstated. These company incorporation documents, serving as the linchpin between your entrepreneurial aspirations and legal adherence, pave the way for a successful and compliant company establishment. Having a detailed understanding of the various documents required for company registration, including promoters’ KYC, registered office proofs, company constitution, and declarations, you’re all set to commence and complete your company registration process easily and precisely. If you face any difficulty, do not hesitate to seek expert assistance!
FAQs
Q1: What are the key documents required for company registration in India?
The essential documents include KYC documents of promoters (PAN, Aadhar, ID and Address Proof), registered office address proof, Memorandum and Articles of Association, declarations of shareholders and directors in INC 9, whereas declaration by practicing professionals in INC 14. Additionally director’s consent forms have to be filed in DIR-2.
Q2: Why is the Memorandum of Association important for company registration?
The Memorandum of Association consists of the company’s foundational legal details such as its name, registered office state, primary business activities, liability, capital details, and in the case of a One Person Company, details of the shareholder’s nominee.
Q3: What is the significance of the NOC in company registration?
The NOC or No Objection Certificate is issued by the owner of the registered office property and confirms that he does not have any objection to the company using this property as its registered office. It’s a necessary document that helps verify the legality of the registered office address to the ROC.
Q4: What is the declaration in form INC 9?
Form INC 9 is a declaration by promoters and first directors, affirming their lack of legal convictions, breaches of duty, or violations to the Companies Act. It ensures the authenticity of information submitted in the registration application.
Q5: How long does it take to receive the Certificate of Incorporation?
After submitting the application of company registration, it usually takes around 2 weeks for the Registrar of Companies to process the form. Once approved, the Certificate of Incorporation is issued, containing the company’s date of incorporation and its unique Corporate Identification Number (CIN).
This guide is a lifesaver for newbies like me diving into company registration. The downloadable formats are a genius move, making it all less overwhelming. Super user-friendly and practical guide. Thumbs up for simplifying the company registration process!
Such an important post for me. After reading it, I got to know what all documents are required for my company registration. Thanks for this detailed stuff.
It’s extremely great that you have also incorporated an infographic outlining the advantages of registering a company in India. Much thanks