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company law

(Querist) 20 June 2008 This query is : Resolved 
what is a procedure for forming a private company.
Guest (Expert) 20 June 2008
The following steps and procedures need to be kept in mind while setting up a private Limited Company in India:

1. Company Registration:
Memorandum and Articles of Association: Prior to approaching the Registrar of Companies (ROC), it is advisable to complete the process of preparing the draft Memorandum and Articles of Association, bring in the share application money and appoint the directors. First director is usually a shareholder of the company and a minimum of two directors is required for a Private Limited Company.

Ascertaining name availability: One needs to check the proposed name of business for availability. This can be done at the Ministry of Company Affairs (MCA) website. Once the name has been decided, e form 1A needs to be submitted along with tree name options to the ROC along with a fee of INR 500.

Registration: Once the name approval is obtained from the ROC, Form 23 needs to be submitted along with a copy of the Board resolution to adopt the name of the company. Registration fee also needs to be paid at this stage.

Incorporation Certificate: Form 1B needs to be submitted to the ROC to obtain an Incorporation certificate.

Director Appointment: Form 32 needs to be submitted to the ROC to notify Director Appointment.

Address Proof: Form 18 needs to be submitted to the ROC to provide address proof of the business.

Incorporation Certificate will be provided in about a month once the above mentioned forms have been submitted. The Incorporation Certificate is to be attached to the first page of the Memorandum and Articles Association document.

Allotment of Share Capital: Form 2 needs to be filled for allotment of shares to various shareholders and submitted to the ROC.

Increase of Share Capital: Submit form 5 in case of increase in the authorized or paid-up share capital.

2. Digital Signature: If you are planning to submit the forms online, digital signatures of the authorized signatories is required. They can be obtained from the TCS and SIFY for a specific charge. The application forms for obtaining digital signatures should be available with TCS and SIFY.

3. Director Identification Number (DIN):

DIN Application Form: Once the Incorporation Certificate is obtained, the DIN application form needs to be filled and sent to the Noida MCA office from where the DIN is allocated and notified by post to the Director’s address provided in the form.

On allotment of DIN, the Director needs to notify the DIN details to the company using the DIN 2 form.

The company needs to inform the ROC about the details of the Directors using the DIN 3 form.

4. Sales / Service Tax Registration: Once the Incorporation Certificate is obtained, the Company needs to apply for Taxpayer’s Identification Number (TIN) and CST Number at the Commercial Tax office.

Service Tax: If the newly formed Company is providing Services like consultancy etc, I is necessary to get it registered for Service Tax. This needs to be done with the Central Excise Commissionerate.

5. Income Tax Registration:
Company Permanent Account Number (PAN): On obtaining the Incorporation Certificate, PAN for Income ax needs to be obtained by submitting Forms 49A and 49B to the Income Tax Department.

Company Tax Deduction Account Number (TAN): For Tax Deduction at source (TDS) by the Company, TAN needs to be obtained from the Income Tax Department.

6. Import/Export Code (IE Code):
If the new business involves export and import dealings, you need to get an IE code.

7. Trademark Registration:
This can be done by applying to the Office of the Controller General of Patents, Designs and Trade Marks. The application has validity for 10years and the fee is INR 2500. If the trademark is registered only then the symbol can be used next to the name.

8. Current account Opening:
This is opened in order to conduct the financial transactions of the business and can be done at any bank. For this, you need to fill a Bank Account

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