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Incorporation
of a Company in India
An
Indian Company with two Indian shareholders can, initially,
be registered for the purpose, which can be done simultaneously
with the submission of application to S.I.A. Take steps
as follows:
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Application
in Form 1A with necessary fees to be submitted to
the Registrar of Companies for availability of name
for the proposed company. A ‘No Objection Certificate’
for use by the Company of the foreign company’s
name is also required to be filed with the application.
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After
the Registrar confirms availability of the proposed
name, Memorandum and Articles of Association of
the new company are to be drafted. Two persons with
one share each can be subscribers of the Memorandum
and can fulfill the India company law requirement
of incorporation of proposed company.
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Memorandum
and Articles of Association to be submitted to the
Registrar for vetting along with Form No. 18 (Notice
of situation of Registered office), Form No. 1 (Declaration
of Compliance), Form No. 32 (Particulars of Directors)
and necessary fees depending on the proposed authorized
capital will have to be deposited in compliance
of the Indian company law.
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If the documents are found in order by the Registrar
of Companies, a Certificate of Incorporation of
the Indian Company will be issued by the Registrar
from which date the Indian Company comes into existence.
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Assuming that a 100% ownership is contemplated by
the foreign company, the proposed Company may be
formed as a Private Limited Company. Such a company
requires minimum two shareholders. As such one share
would have to be allotted to the foreign company
and the other to a member of the group or to an
associate of the company.
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A
Private Limited Company can commence its operations
from the date, it is granted the Certificate of
Incorporation.
Application
for change of Approval in the name of the Indian Company
Upon
receipt of initial approval from the S.I.A., a letter
is to be sent to them along with a copy of Memorandum
and Articles of Association of the new Indian Company
requesting for change of approval originally accorded
in the name of the foreign company to the Indian Company.
Importer
-Exporter Code Number
As
the company may be engaged in imports or exports or
both, the company shall be required to obtain an Importer-Exporter
Code Number (I.E.C. No.) in terms of Para 4.9 of EXIM
Policy. Application in the Form prescribed in Appendix
2A of the Handbook of Procedures along with the Profile
of Importer-Exporter in prescribed form Appendix 1A
of the Handbook is to be filed with the office of the
D.G.F.T.
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