How to Register a Company in India under the Companies Act, 2013

Key Legal Provisions for Incorporation

Section 3 - Formation of company: Section 3 provides the basic legal framework for forming a company for a lawful purpose. Depending on the class of company, the Act prescribes the required number of persons who may subscribe to the memorandum.

Section 4 - Memorandum: Section 4 deals with the contents of the memorandum, including the company's name, State in which the registered office is to be situated, objects, liability of members and capital particulars where applicable. The proposed name must comply with the Act and the Companies (Incorporation) Rules, 2014.

Section 7 - Incorporation of company: Section 7 requires the prescribed incorporation documents and information to be filed with the Registrar. On registration, the Registrar issues the certificate of incorporation and allots the Corporate Identity Number (CIN).

Section 8 - Companies with charitable objects: Section 8 applies to companies formed for specified non-profit objects where profits, if any, are intended to be applied towards those objects and payment of dividend to members is prohibited.

Official reference: Companies Act, 2013 - Ministry of Corporate Affairs.

Registration Procedure for an Indian Company through SPICe+

Under Rule 9 and Rule 38 of the Companies (Incorporation) Rules, 2014, name reservation and incorporation are integrated with SPICe+ (Simplified Proforma for Incorporating Company Electronically Plus - INC-32). Incorporation forms are filed through the MCA V3 portal.

1. Choose the company type and proposed name. Decide whether the proposed entity will be, for example, a private company, public company, One Person Company (OPC) or Section 8 company. Check the proposed name for statutory restrictions and trademark conflicts.
2. Reserve the name through SPICe+ Part A. Part A is used for reservation of the proposed company name. It may be submitted separately or as part of the integrated incorporation application, subject to the current MCA workflow.
3. Complete SPICe+ Part B. Part B captures incorporation particulars such as registered office details, subscribers, directors, capital structure and other statutory information. DIN allotment for eligible proposed directors can also form part of the integrated incorporation process, subject to applicable limits and requirements.
4. Prepare the constitutional documents. The memorandum and articles are ordinarily filed through linked electronic forms INC-33 (e-MOA) and INC-34 (e-AOA), where applicable. The declaration by subscribers and first directors is dealt with through INC-9 in the prescribed manner.
5. File AGILE-PRO-S (INC-35). The linked form supports integrated applications relating to GSTIN where opted/applicable, EPFO, ESIC, professional tax in supported States, opening of a bank account and other services made available through the form.
6. Affix DSCs, pay statutory fees and submit. Required signatories must use valid Digital Signature Certificates and comply with MCA V3 user/DSC association requirements. Stamp duty and filing fees depend on the company's particulars and the applicable State/Union Territory.
7. Certificate of Incorporation. If the Registrar is satisfied that the statutory requirements are met, the company is registered and a Certificate of Incorporation bearing its CIN is issued.

For the live filing environment, forms and instruction kits, use the MCA portal.

Registration of a Part I Company under Section 366

Section 366, in Part I of Chapter XXI of the Companies Act, 2013, provides a route by which eligible existing entities may register as a company under the Act, subject to the statutory conditions and the Companies (Authorised to Register) Rules, 2014. This route is different from incorporating an entirely new business entity.

The current incorporation set includes URC-1 for eligible Part I registrations/conversions. The application is linked with the SPICe+ incorporation process and requires the documents and approvals applicable to the particular entity being converted, including creditor consents, financial information and other prescribed evidence where required.

Because eligibility and attachments vary according to the pre-existing entity, applicants should verify the latest URC-1 instruction kit and the Companies (Authorised to Register) Rules, 2014 before filing.

Registration Procedure for a Section 8 Company

A company may be licensed under Section 8 of the Companies Act, 2013 where its objects include the promotion of commerce, art, science, sports, education, research, social welfare, religion, charity, protection of environment or similar objects; it intends to apply its profits or other income towards promoting those objects; and it intends to prohibit payment of dividend to its members.

For a new Section 8 company, the licence is processed through the SPICe+ incorporation route. The earlier procedure described on this page - separate name application in INC-1 followed by RD-1/INC-12 and INC-7 - is obsolete for new incorporation. MCA's incorporation guidance states that a separate INC-12 is not required for obtaining the licence of a new Section 8 company through SPICe+.

The incorporation set may include SPICe+ Part A and Part B, the prescribed Section 8 memorandum/articles forms or electronic constitutional documents as applicable, INC-9 and AGILE-PRO-S, together with declarations, projected financial information and supporting documents required by the current form and rules.

Registration of a Foreign Company Having a Place of Business in India

Section 2(42) defines a "foreign company" broadly as a company or body corporate incorporated outside India which has a place of business in India, whether by itself or through an agent, physically or through electronic mode, and conducts business activity in India in any other manner.

Under Section 380, a foreign company establishing a place of business in India must deliver the prescribed documents and particulars to the Registrar within the statutory period. Form FC-1 is the MCA form used for registration documents of a foreign company. The filing includes prescribed constitutional documents and particulars of directors, authorised representative(s), principal place of business in India and other information required by the Act, rules and form.

The authorised representative signing the electronic filing must comply with the applicable Digital Signature Certificate requirements. Foreign companies must also comply with continuing obligations under Chapter XXII and the Companies (Registration of Foreign Companies) Rules, 2014.

Important Post-Incorporation Requirement: INC-20A

Under Section 10A read with Rule 23A of the Companies (Incorporation) Rules, 2014, a company having share capital to which the provision applies must file the declaration for commencement of business in Form INC-20A within 180 days from incorporation, confirming that every subscriber has paid the value of the shares agreed to be taken. This requirement should not be overlooked after the Certificate of Incorporation is issued.

Forms, portal workflows and procedural requirements can change. Before filing, verify the current MCA V3 form, instruction kit, applicable rules, fees and notifications.