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

In the previous part we have gone through the procedures for applying DIN, DSC, Company name availability etc. For more details here is the link.

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

In this article we will know about the below things;

• Dating of Memorandum and Articles of Association
• Filing of Documents and Forms for Registration
• Registration and Filing Fee
• Minimum Paid-up Capital
• Scrutiny of Documents and Forms by Registrar
• Issue of Certificate of Incorporation by Registrar

1. Dating of Memorandum and Articles of Association

The memorandum and articles are then dated, but the date must be the date of stamping or later than the date of their stamping and not, in any event, a date prior to the date of their stamping.

2. Filing of Documents and Forms for Registration

• Memorandum of Association
• Articles of Association
• Declaration in Form INC - 8 by an advocate or Practicing CA/CS/CWA
• Affidavit in Form INC - 9 from the subscribers to the memorandum and from persons named as first directors if any.
• Proof of residential address
• Specimen Signature in Form INC – 10
• Proof of identity
• Entrenched Articles of association




• Copy of In-principle approval granted by sectoral regulator if already taken
• NOC in case there is change in the promoters (first subscribers to Memorandum of Association)
• Proof of nationality (in case the subscriber is a foreign national)
• PAN card (in case of Indian national)
• Copy of certificate of incorporation of the foreign body corporate and registered office address
• Copy of resolution/consent by all the partners or board resolution authorizing to subscribe to MOA

3. Registration and Filing Fee

The promoters need to submit the above documents and forms along with the registration fee and the fee related for filing. The fee can be payable either electronically (using debit/credit card, online banking) or by cash/draft through challan generated electronically.

4. Minimum Paid-up Capital

The minimum paid-up capital for a public company should be 1lakh. So the proposed company should have 1 lakh or more paid-up capital for registration.

5. Scrutiny of Documents and Forms by Registrar

After the submission of all the documents and forms by the promoters of the proposed company, the office of ROC will scrutinize them and if they are found complete in all respects, the Registrar will register the company and generate a CIN.

If the Registrar finds any defect or deficiency in any of the documents or forms, the Registrar will send an electronic communication pointing out the defects and after the deficiencies are removed, the Registrar will register the company.

6. Issue of Certificate of Incorporation by Registrar

After the registration of the company, the Registrar will issue the Certificate of Incorporation in the name of the company under his hand and seal of his office and send it electronically.

The date mentioned by the Registrar in the Certificate of Incorporation shall be the date of incorporation of the company, on which date the company will be considered to have come into existence as a legal entity separate from its subscribers.

The Certificate of Incorporation shall be in From INC - 11 of the Companies (Incorporation) Rules, 2014.

Note: registration of Article of Association is compulsory for a private limited company and optional for a public limited company. Minimum 2 members are required for a private limited company and 7 members are required for a public limited company.