To register a company in India, several documents are required to comply with the Companies Act, 2013 and to ensure proper verification of identity, address, and intent. Here’s a detailed list of documents needed for various steps in the registration process for both Private and Public Limited Companies.

1. Digital Signature Certificate (DSC)

Before registering a company, each proposed director must obtain a Digital Signature Certificate (DSC), which is used to e-sign documents during the registration process.

• Documents Required for DSC:
  • Passport-sized photograph.
  • Self-attested copy of PAN card (for Indian nationals).
  • Self-attested copy of passport (for foreign nationals).
  • Proof of address (such as Aadhaar card, voter ID, driver’s license, bank statement, or utility bill not older than three months).

2. Director Identification Number (DIN)

A Director Identification Number (DIN) is mandatory for all directors, and it can be obtained as part of the company incorporation process through the SPICe+ form.

• Documents Required for DIN:
  • Passport-sized photograph.
  • Self-attested copy of PAN card (for Indian nationals).
  • Proof of identity (such as passport, driver’s license, or Aadhaar card).
  • Proof of address (such as bank statement or utility bill not older than three months).
  • A board resolution from the company approving the director’s appointment if already appointed.

3. Name Approval (RUN or SPICe+ Form)

Before proceeding with company incorporation, you must reserve a unique name for the company. The name can be applied for using the RUN (Reserve Unique Name) service or the SPICe+ form.

• Documents Required for Name Approval:
  • Proposed names for the company (a minimum of two, to avoid rejections).
  • The objective of the company (for clarity on the business activity).
  • A No Objection Certificate (NOC) from the trademark owner if the proposed name is similar to an existing registered trademark.

4. Memorandum of Association (MOA) and Articles of Association (AOA)

These documents define the objectives, structure, and internal rules of the company.

• MOA: The Memorandum of Association specifies the primary and secondary objectives of the company, the extent of the company’s liability, and other operational details.
• AOA: The Articles of Association outline the company’s internal governance, such as rules for board meetings, dividend distribution, director roles, and voting rights.
• Documents Required for MOA and AOA:
  • Signed copies of the MOA and AOA by each subscriber to the shares in the presence of a witness.
  • Address and identity proofs of all subscribers.

5. Proof of Registered Office Address

Every company must have a registered office within 30 days of incorporation, which will be used for all official communications.

• Documents Required for Proof of Registered Office:
  • Utility bill (electricity, water, or gas bill) for the registered office, not older than two months.
  • Rental agreement or lease deed if the property is rented.
  • A No Objection Certificate (NOC) from the property owner if the office is located on rented or leased premises.
  • Property tax receipt or ownership deed if the property is owned by one of the directors or the company.

6. Identity and Address Proof of Directors and Shareholders

All directors and initial shareholders (subscribers) of the company must provide valid proof of identity and address. The documents vary depending on the nationality of the director or shareholder.

• For Indian Nationals:
  • PAN card (mandatory).
  • Passport, Aadhaar card, voter ID, or driver’s license (for additional identity proof).
  • Recent bank statement, telephone bill, or utility bill (as address proof, not older than three months).
• For Foreign Nationals:
  • Passport (mandatory).
  • Address proof, such as a driver’s license or a residence permit, notarized or apostilled as required.
  • Recent bank statement, telephone bill, or utility bill (as address proof, not older than three months, and notarized or apostilled).

7. Declaration by Directors and Subscribers

Each director and subscriber must sign a declaration affirming compliance with all regulatory requirements and eligibility to serve as a director.

• Documents Required:
  • Form DIR-2: Consent to act as a director in the company.
  • INC-9 Declaration: Declaration by subscribers and directors regarding adherence to the Companies Act, 2013.
  • Self-attested copies of identity and address proofs.

8. Professional Certification

The incorporation documents often require certification by a practicing professional, such as a Chartered Accountant (CA), Company Secretary (CS), or Cost Accountant.

• Documents Certified by a Professional:
  • SPICe+ form (includes incorporation details).
  • MOA and AOA.
  • Declaration of compliance with the Companies Act.

9. Application Forms and Filing Requirements

The entire incorporation process for a company is completed using the SPICe+ (Simplified Proforma for Incorporating Company Electronically Plus) form, which integrates multiple services, making it efficient for company registration.

• Documents Filed with SPICe+:
  • SPICe+ Part A: Name reservation.
  • SPICe+ Part B: Incorporation, DIN application, PAN, TAN, EPFO, ESIC, GSTIN, and bank account registration.
  • AGILE-PRO: Application for GST, EPFO, ESIC, and bank account opening.
  • e-MOA (INC-33) and e-AOA (INC-34): Electronic format of the MOA and AOA.
  • INC-9 Declaration: Declaration in e-format, required for subscribers and directors.

Additional Documents for Specific Types of Companies

For companies with specific structures or purposes, additional documentation is required.

For Public Limited Companies:

• Prospectus or a statement in lieu of the prospectus if the company plans to issue shares to the public.
• Certificate from SEBI (if listed on a stock exchange).

For One Person Companies (OPC):

• Nominee’s consent form (INC-3), as OPCs require a nominee to take over in case of the promoter’s incapacitation.

For Non-Resident Directors/Shareholders:

• Foreign national directors/shareholders must submit notarized or apostilled copies of their passport and address proofs.

10. Tax Registrations (PAN and TAN)

• Permanent Account Number (PAN): Required for taxation purposes, PAN is issued along with the incorporation certificate.
• Tax Deduction and Collection Account Number (TAN): Necessary for TDS compliance, TAN is also issued during incorporation.

Summary Checklist of Documents Required for Company Registration

Conclusion

Completing company registration requires thorough preparation of documentation to ensure compliance with the Companies Act, 2013. Gathering these documents in advance can expedite the process and avoid delays. Each document plays a critical role in verifying the legitimacy of the proposed company, the identity of its directors, and its intended business operations.

By adhering to the documentation requirements, companies can streamline the registration process and lay a strong foundation for compliant and successful operations.