Company registration is broadly a three-stage process with the new INC-29 form. If you follow the correct method and waste no time, you could have the incorporation certificate within 14 working days. But always be prepared for a longer wait, particularly if the Registrar of Companies (RoC) has a heavy workload at the time or your proposed company’s name is rejected on first attempt. A detailed explanation of the procedure now follows, along with expected timelines and charges involved. We’ve also answered FAQs and suggested best practices for your application; however, if you still have questions, do leave a comment and we’ll get back to you as soon as we can.
1. Obtaining Digital Signature Certificate (DSC)
Time to Complete: 2 to 4 days
Cost: Rs. 1500
As company incorporation is now done online, one of your company’s directors’ signatures will be needed on all the electronic documents. To make this possible, he/she would need a Class-II Digital Signature Certificate (DSC). This is available from a vendor of any one of the six Certifying Authorities appointed by the Ministry of Corporate Affairs (MCA), including Tata Consultancy Services, nCode and e-Mudhra. The rates of their vendors could differ vastly. Charges would include the cost of the physical USB token on which the certificate is stored.
The entire process would take two to five days, largely because hard copies of the form and documents need to be couriered to the vendor (online legal services companies, including Vakilsearch, would, however, need only self-attested soft copies to begin the process).
What you need to submit:
1. Hard copy of completed Class-II form
2. Identity Proof: Copy of PAN card or, in case of foreign national, copy of Passport
3. Address Proof: Copy of (any one) Passport/Election/Voter ID/Ration Card/Driver’s License/Utilities Bill/AADHAR Card. If the Utilities Bill (Gas/Telephone) is submitted, it should be in the name of the Applicant and no older than two months from the filing of the form (12 months, in case of foreign national)
Note: Do note that resident Indians should self-attest their documents. NRIs and foreign nationals would need to have their documents notarised if they live in a non-Commonwealth country or apostilled if they live in a Commonwealth country.
Common Reasons for Rejection of DSC
The following minor mistakes can cause a delay in your application:
Abbreviating names: Do not abbreviate directors’ names, regardless of what is mentioned in the ID/Address proof
Spelling mistakes: Errors in the name are completely unacceptable
Old bills: Always provide the latest utilities bill. Also, it needs to be in the applicant’s name
Prefixes: Do not prefix Mr./Mrs/Shri., etc
2. Search for Company Name Availability
Time to Complete: 1 to 2 days (simultaneous with DSC application)
You don’t need to wait for the DSC to begin this process. In fact, given how tricky it can be, it’s best that you start it as soon as you apply for DSC. The reasons are that the INC-29 only allows you to propose one company name and the MCA is very picky about the ones it approves. So the name you’ve hoped to get for your company. Here is where you can find out all the guidelines for naming your company.
3. Drafting of MoA & AoA
Time to Complete: 2 days
Cost: Rs. 2000 to Rs. 5000 per document
Once the name is approved, the MCA requires further definition of the proposed company. These will be provided through the Memorandum of Association (MoA) and Articles of Association (AoA), which can be drafted by a CS or lawyer. Both need to be self-attested.
4. Getting Documents in Order
Time to Complete: 2 days
The INC-29 that we’ll talk about in the next step is an 8-page form. Along with it, you’ll need to submit several documents. As it can take up to 10 for approval and resubmission is allowed only once, it’s worth taking two days to get all the documents in order. Here are all the documents and information you need ready:
a. DIN Application: Up to three directors may apply for the Director Information Number (DIN). To apply, you need a scanned copy of a Passport-sized photograph, the PAN card (Passport in case of foreign national), soft copy of Driver’s License/Voter ID/Latest Utilities Bill. Indian nationals would have to self-attest these documents. Foreign nationals residing in commonwealth countries would need them apostilled, while those in commonwealth nations can have them notarised. If your company has more than 3 directors without DINs, you would need to provide their details and apply for DINs separately (DSCs would also be required).
b. Name Approval: You need to have settled on a name for your company and describe its significance and main objects in a single line.
c. MoA & AoA: Memorandum and Articles of Association, which would also contain the main objects of your business. To the MoA, you would need to attach an affidavit from all subscribers in Form INC-9.
d. Registered Office Verification: As part of the filing, you will need to provide details about the registered office address. For this, you would need to provide a copy of the latest utility bill for the office address, a copy of the Rental Agreement along with an NoC from the owner (if rented property) and sale deed (if property is owned). Go here for the full list of documents required for company registration.
e. Appointment Letters and Declarations: Letters of appointment of directors, CEO, managers, declaration by first director in INC-9, and declararion by appointee director and managing director in Form DIR-2. All of these would need to be self-attested. A Company Secretary would also need to give a declaration toward the proposed company verifying the authenticity of the declarations.
5. Filing of INC-29
Time to Complete: 1 day
Cost: Rs. 2,000 + authorised capital fee + stamp duty
The form needs to be filed very carefully because you only get one opportunity to resumbit it. So let’s say your form is found to have five errors by the RoC, but you only correct three of them, the RoC will reject your form and you would have to pay the filing fees again and go through immense trouble to get a refund on the government fees and the stamp duty. This is why you have to ensure your documents are in order.
Once you file the form RoC fees and stamp duty will need to be paid electronically. RoC fees change according to authorised capital and the stamp duty varies by location. In certain states, such as Punjab and Kerala, it is costlier than in others. You can calculate the fees to be paid on the MCA website (find out Vakilsearch fees for company registration).
6. Verification by RoC & Issue of Certificate of Incorporation
Time to Complete: 2 to 8 working days
The RoC will verify the documents. If any changes are needed, you will be notified of the required changes. If it’s all clear, you shall receive the certificate of incorporation within seven to eight working days. It will be e-mailed to the directors. The MCA now only issues digital certificates. You can print out the incorporation certificate if you wish.
7. Obtaining PAN and TAN
Time to Complete: 21 working days
Cost: Rs. 109 + Rs. 67
The Income Tax Act, 1961, requires each company to quote a registered Permanent Account Number and Tax Account Number.
The procedure is as follows:
1. Go to the NSDL website and fill in the application for PAN and TAN. For PAN, you will pay Rs. 109, while Rs. 67 must be paid towards TAN.
2. On payment, you will receive an acknowledgement letter for each.
3. Make two copies of the Certificate of Incorporation.
4. Put the company seal (rubber stamp) and the signature of the director who will be operating the bank account on each document.
5. Courier the documents and acknowledgement slips for PAN and TAN separately.
6. You should receive hard copies of both within 21 days at the registered office.