[India] INCORPORATION OF A PRIVATE LIMITED COMPANY IN INDIA

Niharika Sinha

A private limited company (the “Company”) under the Indian jurisprudence is a type of company that must be an association where there must be a minimum of two shareholders and a maximum of two hundred shareholders and two and the maximum fifteen directors, who came together for a lawful purpose. The members of the Company have a limited liability and this type of company offers greater flexibility in case of expansion etc. The requirements for incorporation of a Company includes:

Registered Office: must have a physical address in India, where documents may be legally served on the company.

Indian Company Directors: Requires minimum two directors, with at least one being an Indian Resident.

Indian Company Shareholders:

- Minimum of two shareholders are required

- Corporations or individuals of any nationality can be Shareholders of an Indian Company

- Foreign nationals can hold up to 100% ownership of their Indian Company, subject to FDI guidelines

Share Capital: No minimum share capital is required.

BASIC STEPS FOR INCORPORATION

1. A suitable and unique name for the company should be decided by the promoters of the company keeping in mind the availability of such name.

2. After the name approval the applicant can apply for registration of the new company by filing the required forms within 60 days of name approval.

3. Once the company name has been approved by the Ministry of Corporate Affairs (MCA) and registered, the next step is procuring a Digital Signature Certificate (DSC) for the Company.

4. Obtaining Director Identification Number (DIN) for the proposed directors of the company

5. Drafting Memorandum of Association (MoA), the Articles of Association (AoA), if any and other relevant form for company registration. The MoA and AoA should be duly stamped with appropriate stamp duty.

Upon the registration of the documents mentioned earlier and the payment of the necessary fees, the Registrar of Companies would issue a certificate that the company is incorporated. From the date of incorporation mentioned in the certificate, the company becomes a legal person separate from the incorporators.