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Read this article - start-up registering business in india ?The information on starting or registering a business in india, is not one of those things that are very well available. The government staff who do it, don't want any layman to be informed, because their bread and butter is in the bribe money they get on each and each thing they do to accept your registration to helping you understand what and how to do it.But things are better with egovernance now.. read on. I think the company registration stuff is one of the first things to be a successful egovernanance project for India.About this post:I am setting up this blog post, and will be updating it regularly as I find more information on this and other interesting areas of starting businesses in India.. also I plan to write posts on my experience over years in helping people operate or handle their businesses... in the context of Indian companies only.If you have something to share/add/suggest, you can email me at harish.palaniappan @ Email from Google and I will find time to discuss with you and add your information and experiences in this blog as well.Information On Companies, Acts, and processes in IndiaMay be these links help to kick-off your information collection drive:Starting your own business in IndiaForming a company in IndiaStarting a business - by doingbusiness.orgThe Indian Ministry of company affairs websiteStarting a business in singaporeMCA21 : Online company registrations and other e-form processesThe Indian ministry of company affairs has setup an online governance website since september 2006 (delayed by almost 6 months) with the help of Tata consultancy services.* Note: Before you read further, understand that this post is not updated regularly when the ministry of companies of india's policies or processes change.. so you should look at this as a starter only.. and do find for yourself more information at the Registrar Of Companies offices around India.. or in the mca21 website.Types of companies:In the different types of companies that can be registered (or that can be created in India at all legally), there's no possibility of starting a single person company.. At a minimum, you can only start a private firm with 2 directors.But, the government has been recommended by an expert committee, to add a new class of companies which is proposed as 'One person company' and probably may have OPC Pvt. or OPC Pvt. Ltd. as the ending name of the company.If this recommendation is approved (which probably will be by amendments in the companies Act), then there will be a possibility of registering One Person companies in India. As of now, you atleast make a friendly legal entity as a director apart from yourself, like your mother or wife, or some friend, and register your company as a Private company with minimum 2 directors.Though it is technically bad that India hasn't still recognized 'one person companies', practically it is better to register as a private company since that will avoid further paper work when your 'one person company' grows to have employees which then requires a conversion in your registration or possibly re-registration.-- continuted --If you are a small enterpreneur, as it happens always, and probably into Software solutions, planning to be a product-based company, or services-based company, thinking of selling your software products / services within India or abroad, then registering your company as a Private firm with 2 directors would do. But this would allow you only to do business within the country. For legally allowing yourself to attract foreign currency through sales or service costs, all you need is an Import/Export number/code (costs somewhere less than 2000 rupees i heard...this number you will quote later while filing your filing your returns.. for foreign currency revenues)...but registering as a private company seems to be the first job to do.To register a private company:1. You can do everything onlineDoing the process online means, you download forms, fill them up digitally using adobe acrobat reader software, attach your digital signature and submit it in submission page on Ministry of Corporate Affairs The website says it will give you service request number for every such submission and you can track status of application online with that number. Also, if a form is rejected and if it is put in 'resubmit with proper information' or something like that, then without additional cost you can refill and resubmit under the same request number.1. Get DSC (digital signature):For all this you need a digital signature. Since there is no paper involved you can only sign digitally.. and only legal and secure method is through digital signatures which are given unique to every person who buys one.Note that the digital signature has nothing to do with your manual signature, it is some very very long and undetectable code provided to you as a file through email or in a thumb drive like storage media.And yes, keep the file or DSC media safe once you buy, because anybody can just steal this file and attach your digital signature to all documents that accept digital signatures (which is only company incorporation or name change or efiling forms today.. but later many other processes in life, for example filing company returns, also might start being computerized and accepting digital signatures)You buy DSC from Digital Ceritifying Authorities in India like MTNL (delhi and mumbai), TCS(all over india), and otherslisted here.While visiting the above websites you will see that there are different classes of digital signatures, and might be confused on which one to buy. The one that is minimum required for our discussion is 'Class 2 individual' or higher classes but something that is for an 'individual'. It is worthy to note here that, 'Class 1 certificate for individuals' which is a basic type of dignital certificate, is for 'individuals' but this DSC is not given based on proof of identity or proof of address.. so the government may not accept 'Class 1 certificates'.Recommedation: Buy a 'Class 2 individual' certificate.2. Get DIN (Directory Identification number):This is probably the only low cost process in incorporation. It costs 100 rupees to get yourself registered as a director (or going-to-be-director) of some company within india.Seems like anybody can apply for a DIN, provided you have any of these.. driving license/passport/elector ID, which is a valid proof of identity, and proof of address.The step-by-step process of getting a DIN is given hereRemember to get a DIN for your mom / wife / partner also if you plan to ask them be the second director of your small company.MCA User RegistrationTo submit forms, on the MCA website, you need an identity on the website.For now, since you may not have a DIN and DSC, you can register as an individual, using the 'New user registration' link on Ministry of Corporate Affairs . Then you can login with your password just like in yahoo mail or hotmail.After you get a DIN and DSC, re-register as a Business professional, using the same link.. and then on you will use your DSC to login to the website.3. Form 1A - Company name availability and blocking.This application is for blocking the name of the company you want to register.All forms that we are talking about in this or other steps are available hereBefore you download and fillup form 1A, you should check whether your company name is available through this pageFill up form 1A, with 2 DINs, affix your DSC, if you have to attach any documents scan them and attach them as files in the end of the form as applicable. Then submit the form. Note your request number and track the form until it is approved. We are almost half done.The above 3 items are the main items and all or most processes below can be done simultaneously.4. Role CheckThis is a simple process where a DIN and DSC are matched and verified to be of the same person, and also that this person is a valid signatory of the company.I am not sure, but this process might be neccessary only for efiling of tax or returns.. not for incorporation..Details about this step is here. http://mca.gov.in/MinistryWebsite/dca/rolecheck/rolecheck.html5. Form 1 - Incorporation Application:Download Form 1, fillup, attach digital sign and submit.6. Form 18 - Office address formDownload Form 18, fillup, attach digital sign and submit.7. Form 32 - DIN appointmentDownload Form 32, fillup, attach digital sign and submit.Steps 5, 6, 7 constitute the main parts... and if the Forms 1, 18 and 32 are approved, you will get a CIN or company identification number which you should quote alongwith your Company's PAN number (apply for one, if you don't have), in all future forms like tax forms, name change or address change forms.The overall cost of registering a private company with 2 DIN's through online mode, could cost as less as 2500 Rupees.. but this estimate can increase based on your capital investment which you will mention in Form 1A and others.As mentioned earlier,All forms are available hereAll process applications should take only a few days to be processed.All above processes might not have their old manual form filing methods sooner and everything will become digital because the ministry of company affairs is overwhelmed by its data, and is strongly being computerized. Already tax forms I think, are no more accepted in paper and government has recruited filing officers who help those who are not able to use a computer and do the process digitally.All above processes are part of a system called MCA21 and is managed and authorized for use by the ministry of company affairs and all its registrar of companies (RoC) offices.Initially, me and my friend hired a consultant for doing my friend's company's Registration(/Incorporation).Though this consulting company does it through Ministry of Corporate Affairs website only, they put in their experience of dealing with government processes.But, yes, you don't need to hire a consultant if you have the time to do it online, and if you know people who can attest your proof of identities (a gazetted officer), and if you know some lawyer who has authority to notarize with his signature anything that you produce on a stamp paper.Our consultant, was an authorized 'Company secretary'. It seems Ministry of Company affairs (MCA) has training and certifications for 'company secretary', which people take up and get authorized/certified (by the govt.) to provide these services to people. Company secretaries are obviously people authorized to do more than just incorporation.. like handling disputes between directors of companies, handling buyouts of companies, and many other things like that.. which require people with legal and indian acts and policy knowledge to do it.For us, our consultant would take care of verifying all documents, getting them attested, getting any legal papers notarized, and submit them through Ministry of Corporate AffairsCertain processes are easy.. and you can go to a consultant after these processes and save a few thousands in fee.For example, if you are a techie, and understand browsing and related technologies, then you are actually better than the consultant for getting your digital signature... and this one thing itself could save you more than 500 rupees. because I understand consultants cost 700 - 1500 rupees for filing your DSC application itself.Digital Signature:Just apply for a digital signature as mentioned above.. in TCS or MTNL websites.They will ask you to send some documents to a verification authority.The verification company will just verify your id proof and address proof and send you a digital signature kit with an eToken.An eToken is a protected pen drive/flash drive/usb drive, in which you can't do any data transfer but it will have your digital signature in it and when you insert it into any PC usb key, it installs the signature on the machine...not everything.. just the general part of it. you have to keep the key on the machine until you sign documents and remove it after.This kit and the digital signature costs 1,200 rupees for two years of validity.. (cost from TCS)If you apply from your machine, yourself, you will pay 1200 to the verification authority. nothing else. But if you use a consultant, he will do the online part also for you (assuming you are not the tech friendly person) and charge you twice or even more than the actual cost.Form 1A, and DIN application:These two forms are the initial steps, and probably easy steps for incorporation.Form 1A:Ministry Approval of Form 1A that you submit, means your company name and location is approved and you can start incorporation process. The name is valid only for 6 months and you should incorporate within 6 months.. or you can renew the name for another 6 months. The cost is a flat price of 500 rupees payable on http://Ministry of Corporate Affairs through credit card.If you are starting a software company, Form 1A will have no problems.. since the ministry won't question your address of manufacturing. Other businesses might have problems if the ministry feels your address is a residential area and you business is not proper to be there.. or things like that.In Form 1A, you have to give 6 or 7 company name choices.You type names... likeSample solutions Pvt., Ltd.,Sample software solutions Pvt., Ltd.,Sample Pvt., Ltd.,One of it gets approved.Director Identification Number (DIN):In India, to incorporate a company you need minimum two directors.. (yes, the law is outdated, and only recently government is considering recommedations that single person companies should be allowed to register)If you don't have another director, pull some friend you like.. or easier, get your mother or father as another director. So, atleast two directors should apply for and get a DIN to register the company under them. Later you can always change your directors, company name, address, anything.. just by submitting that form or application alone...and ofcourse paying for that change alone.If you are two or more people who will be directors, and if all of you have a valid passport, no other proof is required for submitting to government anywhere in the full process. A valid passport stands proof for name, address, and father's name most of the time... and the company affairs ministry seems to approve all applications with passport as proof for people, very smoothly.You don't need a consultant for submitting DIN if you follow the instructions clearly on the DIN pages that the ministry has.I think on Digital signature, and DIN .. ministry's website is clear.. and process itself is clear and easy to do by anybody who has used software like browsers, adobe acrobat, etc.,After two DIN's get approved, you can use the DINs and DSC of one director to apply for the actual, main, important form .. FORM 1. .. so this is why the first form we submitted was called FORM 1A (I was wondering why isn't called form 1 if its the first step in incorporation)For Form 1, we need the following.1. Form 1A approval (approving the name of the company)2. DIN numbers of directors (minimum two directors for pvt. ltd. company)3. Articles of Association (a stamped paper agreement signed by directors stating their claims of part ownership of company, has all about holding of shares, how they could be sold, how they could be bought back, blah blah..)4. Memorandum of Association (again a stamped paper document signed by directors stating what all are the objectives of the business, what all they want to sell/buy/resell/import etc., through the operations in the business, what all rights they will exercise in doing the business like renting space/real estate, having employees, etc., blah blah.. important part will be statement of objectives of business.. its like asking for incorporation only to do business on these lines.. if the operations or objectives change, you have to change the memorandum and resubmit for approval until which you can't do the new business)5. Form 18 stating the address of registered office of the company. (a simple form)6. Form 32 stating the DIN numbers of directors of the company. (a simple form)Sample word document templates for 3. and 4. can be downloaded from here (3) and here (4).Before you download, check up whether the ministry website has latest template of these files downloadable there.. as of this writing the ministry website hasn't put a link since this is a legal document and obviously it is a very important step which needs complete understanding by the person before signing it. The links above are provided only for you to have access to samples so you can read in detail before you get into doing it. Also, if you get to read, the 'Memorandum document (4)' read the 'objects' part carefully, because it says what you want to do with your business and you know this better than your consultant.Submitting Form 1 means, submitting all the above.In submitting Form1, you will need a consultant or help with the text from a Chartered Accountant, or company secretaries, or simply referrence documents from friends who have already done this.That's if.. you submit Form 1 digitally scanned and signed with the digital signature of one of the directors, through Ministry of Corporate Affairs... originals also have to be submitted to the registrar of companies.While submitting Form 1, you have to pay a registration fee which is based on a slab for the capital you are mentioning.. minimum capital is 1,00,000 rupees.. I mentioned just that, and the fee was 4,800 rupees for that.. (so that means it takes a minimum of 4800 rupees for registering a private limited company in India, not like I thought earlier that it could be done with around 2500 rupees).Government generally approves Form 1 submission in 1 day after the originals are submitted.Sometimes if the objectives of business stated in the memorandum is not clear / the AOA (3) or MOA (4) documents have mistakes / incomplete, then the registrar office raises a query or asks for deletion of objectionable points, or asks clarifications.. and the form has to be resubmitted if changes are made.. and I believe you don't have to pay again for corrections but I am not sure. For this part, probably being proactive, my consultant took a power of attorney from me and my mom for doing such changes himself, if they are raised, and to resubmit the memorandum himself without signatures from the directors (me or my mom).Once, your Form 1 is approved, within a day or two you will receive an email with a one page pdf certificate of incorporation(unsigned) with a Company Identification Number (CIN).. probably they will send an original signed one later which I am yet to receive.Actually, you should start business transactions, only after you receive this certificate.. though it happens usually that everybody does registration or incorporation a couple of years after starting business.Import / Export Code - IEC:After Registering the company, a software solutions provider, who wants to be able to provide services to foreign clients, or sell products online to people outside India, MUST apply for an Import/Export license.Bank account:For getting IEC, you need to have a current account in a bank under your new registered company's name. The bank will obviously ask your documents of company registration. Other than that, the bank will ask you a 'Board Resolution' from your company, signed by all registered directors of the company, authorizing one or more of the directors of the company to open and operate the account in the company's name. The board resolution is just a letter/statement from the people who represent the company, but some banks like it in a specific format and you can ask the bank to give you the board resolution format if they have. Some banks even have this format downloadable on their websites 'corporate banking' sections.The current account, will also be useful for you to do transactions in your company's name, which is a MUST for accounting your company's cash flows. Also, you will be able to accept payment from your clients in the name of your company through Cheques, direct wire transfer, etc., which clients will like since they will understand that your company is a permanent entity, and you are not somebody who takes money and can go missing.IEC application process is simple:You get an application form from the Zonal director general of Foreign Trade.. or download from their website (like their Tamilnadu/Chennai office website).Major attachments to this process are:1. your company registration form,2. a letter from your bank attesting that a current account is held under your company's name operated by one of the director's of the company, and the bank should attest in the letter the photographs of the directors of the company.The zonal director's office will guide and help you in the application process by rejecting the application with corrections mentioned clearly for you to correct and re-submit, each time you do it.Some consultants take close to 3000 rupees to do the IEC process.. my recommendation Do it yourself if you have not done this before, you will like to know and be clear of what is happening.