Procedure For Incorporation of a Private Limited Company In India, Part - 1

In this article we will go through the procedures that has to be followed to incorporate a private limited company under Govt. of India. Procedure For Incorporation of a Private Limited Company In India, I have divided this article into 2 parts.

Part 1: This part contains the below sections;

1. Obtain Director Identification Number (DIN)
2. Acquire Digital Signature Certificate (DSC)
3. Proposing the name of the company and ascertaining its availability from ROC.
4. Drafting and Printing of Memorandum and Articles of Association
5. Stamping and Signing of Memorandum and Articles

Part 2: This part contains the below sections;

1. Dating of Memorandum and Articles of Association
2. Filing of Documents and Forms for Registration
3. Registration and Filing Fee
4. Minimum Paid-up Capital
5. Scrutiny of Documents and Forms by Registrar
6. Issue of Certificate of Incorporation by Registrar

1. Obtain Director Identification Number (DIN):

Every person who is to be appointed as director for the proposed company must have director identification number(DIN). DIN can be obtained by making an application on the MCA portal in form DIR-3. At least 2 directors are required for a private limited company.

2. Acquire Digital Signature Certificate (DSC):

The information technology act, 2000 provide for the use of digital signature on the document submitted in electronic form in order to ensure the security and authenticity of the documents filed electronically. So all the filing done by the company electronically is required to file with the use of digital signature by the person authorize to sign the document.

The digital signature can be obtained be licensed certifying authority and need to register with MCA.

3. Proposing the name of the company and ascertaining its availability from ROC

Promoters are required to select at least 6 names for the proposed company and secure the name availability by making an application to ROC in form INC-1 using digital signature

While applying for the name the applicant is required to furnished a declaration that;

• He is a promoter (proposed 1st subscriber to the MoA) and authorized by the other proposed 1st subscribers to sign and submit the application.
• He has gone through the provisions of companies Act, 2013, the rules and guidelines there under in respect of reservation of name and understood the meaning thereof.
• He has used the search facilities available on the portal of MCA for checking the resemblance of the proposed names with the companies or LLPs already registered or the name already approved.
• The proposed name is not infringing the register trademark or the trademarks which is subject of an application for registration.
• The proposed name is not the violation of provisions of Emblems and Names (prevention of improper use) Act, 1950.




• The proposed name is not such that its use by the company will constitute an offence under any law for the time being in force.
• The proposed name is not offensive to any group of people like an ethnic group, religion, gender or heredity.
• He under take to be the fully responsible for the consequences, in case the name is subsequently found to be in contravention of the prescribed guidelines.

After all the above formalities are done now INC 1 form needs to be filed. Here are the documents needed for filing the INC 1 form for registering a private limited company.

Here is List of Documents has to be attached to Form INC 1

1. Copy of board resolution of existing company or foreign holding company as a proof of no objection.
2. Copy of direction from Central Government if the name changed by the order of Central Government.
3. Trademark or authorization to use trade mark, if the name of the company is based on trade mark or application for deed of assignment or a copy of application of registered trademark.
4. A copy of Central Government’s approval if the proposed name contains such word or expression for which the approval of Central Government is required.




5. Proof of relation.
6. In principal approval from the concerned regulator wherever is applicable.
7. NOC from sole proprietor/ partners/ other associates.
8. NOC from existing company
9. Copy of affidavit in case of proposed name includes phrase 'Electoral Trust'
10. Resolution of unregistered companies in case of Chapter XXI (Part I) companies.
11. Order of competent authority.
12. NOC as required in Rule 8(4)

The name available to the applicant for the proposed company will be reserved for sixty days. If the company will not in corporate within that time period, then the name will be lapsed and will available for other applicant.

4. Drafting and Printing of Memorandum and Articles of Association

After ascertaining the availability of name from ROC, the promoters of the proposed company need to draft and print the Memorandum and Articles of Association. 

The memorandum and articles shall be in conformity with the provisions of Section 4 and 5 of the Companies Act, 2013.

If the promoters plan to get the securities of the proposed company listed with one or more designated stock exchanges, it is advisable to send the draft of the memorandum and articles of association to those stock exchanges.

5. Stamping and Signing of Memorandum and Articles

Memorandum and articles of association of the company shall be signed by each subscriber to the memorandum, who shall add his name, address, description and occupation, if any, in the presence of at least one witness who shall attest the signature and shall likewise sign and add his name, address, description and occupation, if any. The witness shall state that "I witness to subscriber/subscriber(s) who has/have subscribed and signed in my presence (date and place to be given). Further I have verified his/their ID for their identification and satisfied myself of his/her/their identification particulars as filled in."

The memorandum and the articles should be stamped by the appropriate State Authority (Collector of Stamps) under the Indian Stamp Act, 1899. However, presently there is a facility for online payment of stamp duty along with filing fees.

Procedure For Incorporation of a Private Limited Company In India, Part - 2