Step I- To obtain approval from the Registrar, Central Registration Centre (CRC) (i.e. Corporate Law Authority in India) for the proposed name of Private Company (New Co):
1.1 An application for reservation of name shall be made through Form called ‘SPICe+’ Part A (‘SPICe Plus’)
1.2 For filing application for name approval in Part – A of Spice+ form, following information is required:
1.3 In addition to the above requirements, the Parent Company which will invest in New Co will have to get a Resolution passed by its Board of Directors approving the proposed initial investment in New Co, authorizing its directors and an Indian qualified Company Secretary, in connection with incorporation, and no-objection for association/ use of its name/trademark with the name of New Co, if applicable.
1.4 It may be noted that certified copy of the aboveBoard Resolution needs to be notarized in Home country and additionally to be got apostilled by a court in Home country or attestedby Indian embassy in Home country.
1.5 In case the name of the proposed Indian company is based on a registered trademark, a copy of the trademark registration certificate and an approval from the owner of the trademark is also required. In case the Parent Company is not the owner of the trademark, a No objection resolution from the owner of the trade mark is also required. In case the proposed name is based on a trademark, which is subject matter of an application pending for registration under the Trademarks Act, a copy of the application and approval of the applicant is also required.
1.6 Further, the name as approved by CRC, would only be available for a limited period of twenty days, within which the incorporation documents, are required to be filed. However, this period can be extended to 60 days by the authorities on making an application and payment of requisite fees.
The name is generally approved by CRC within 5 to 7 days of filing the name application.
Step II- To obtain Digital Signature Certificate for one of the proposed directors
2.1 Minimum two directors are required for forming a private limited company and it is mandatory that at least one director should be resident in India. ‘Resident in India’ means a person who has stayed in India for a total period of not less than 182 days during the financial year.Provided that in case of a newly incorporated company this requirement shall apply proportionately at the end of the financial year in which it is incorporated.
2.2 The next step in the incorporation process is to obtain Digital Signature Certificate (DSC) of one of the proposed directors.
Step: III -Incorporation/Registration of New Co:Submit an application in Form SPICe+ (PART B) electronically with the CRC.
SPICe+ (Simplified Proforma for Incorporating Company Electronically) is an integrated form for Permanent Account Number (PAN), Tax Deduction and Collection Account Number(TAN), Goods and Service Tax Identification Number, Employees’ State Insurance Corporation Registration plus Employees’ Provident Fund Organization Registration, Professional Tax Registration and Opening of the bank account.
This Form may be signed by one of the proposed Directors, in electronic form, using Digital Signature Certificate (DSC).
It may be noted that two shareholders are required for setting up a Private Limited Company.
Along with Form Spice +, the Company also needs to file Form INC-35 (AGILE-PRO), which contains an application for registration of Goods and Service Tax Identification Number, Employees’ State Insurance Corporation Registration plus Employees’ Provident Fund Organization Registration, Professional Tax Registration (applicable in Maharashtra) and Opening of the bank account.
STEP IV: CERTIFICATE OF INCORPORATION
Within a period of about 7-10 days of filing Spice Form, New Co will be incorporated and the CRC will issue the Certificate of Incorporation.
STEP V: FORM NO.INC-22 FOR REGISTERED OFFICE
If only correspondence address has been stated in Spice Form, this form will be filed electronically for verification of registered office within a time period of 30 days from the date of incorporation.
STEP VI- FILING OF FORM INC - 20A
The declaration in Form INC- 20 A to be filed within 180 days of the date of incorporation and before commencement of business.
