SOP for Incorporating a New Company in India
Objective: To outline the step-by-step process for incorporating a new company in India and identify the
necessary forms to be filled.
Scope: This SOP applies to the incorporation of a company in India.
Procedure:
1. Preliminary Planning:
- Determine the type of company: Decide on the legal structure, such as a Private Limited Company.
- Choose a company name: Ensure the chosen name is unique and compliant with the Companies Act, 2013. Check name availability with the Ministry of Corporate Affairs (MCA).
- Define the business activities: Clearly outline the primary objects of the company's operations.
2. Obtain Digital Signature Certificates (DSCs):
- Directors and subscribers must apply for individual DSCs.
3. Director Identification Number (DIN):
- Obtain DIN for all proposed directors by filing Form DIR-3.
4. Name Reservation:
- Apply for name reservation using Form RUN (Reserve Unique Name) on the MCA portal. Pay the prescribed fee.
5. Prepare and File Incorporation Documents:
- Prepare the following documents:
- Memorandum of Association (MOA)
- Articles of Association (AOA)
- Consent of Directors in Form DIR-2
- Affidavit and Declaration of subscribers in Form INC-9
- File SPICe (Simplified Proforma for Incorporating Company Electronically) Form INC-32 for company incorporation along with the above documents. Pay the requisite fee.
6. Certificate of Incorporation:
- Once the Registrar of Companies (RoC) approves the application, you will receive a Certificate of Incorporation in Form INC-11.
7. PAN and TAN Application:
- Apply for the Permanent Account Number (PAN) and Tax Deduction and Collection Account Number (TAN) of the company with the Income Tax Department
8. Register for Goods and Services Tax (GST):
- If applicable, register for GST through the GST portal.
9. Open a Bank Account:
- Choose a bank and open a business bank account. Provide the Certificate of Incorporation and other required documents.
10. Statutory Compliance:
- Ensure compliance with the Companies Act, 2013, and other applicable laws. This includes appointing an auditor, holding board meetings, and annual general meetings, among others.
11. File Annual Returns and Financial Statements:
- . File annual returns (Form MGT-7) and financial statements (Form AOC-4) with the RoC.
12. Post-Incorporation Considerations:
- Consider obtaining business licenses, hiring employees, and setting up an accounting system.
13. Review and Update:
- Periodically review and update the company's statutory records and documents to comply with changing laws and regulations.
14. Record Keeping:
- Maintain proper records of all incorporation-related documents and transactions for future reference.
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Necessary Forms to be Filled:
- Form DIR-3: Application for Director Identification Number (DIN).
- Form RUN: Application for Name Reservation.
- Form INC-32 (SPICe): Simplified Proforma for Incorporating Company Electronically.
- Form INC-9: Affidavit and Declaration by first subscribers and directors.
- Form DIR-2: Consent to act as a director.
- Form INC-11: Certificate of Incorporation
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