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Procedure for Incorporation of Company at Bangalore The procedure for incorporation of a Company at Bangalore is as under: 1.

Identifying proposed Directors and securing Directors Identification Numbers and Digital Signatures 2. Application for ascertaining name availability 3. Submission of the incorporation papers to the Registrar Identifying proposed Directors and securing Directors Identification Numbers and Digital Signatures The first step is to identify proposed directors and secure a Directors Identification Number (DIN) for each of the Directors (if not already available). This is a prerequisite for steps to follow. In addition digital signatures also need to be secured for the directors for online filling of the incorporation documents. Name Availability The Second step to incorporate a Company is to apply to the Registrar of Companies for availability of the proposed name of the Company. This will have to be made in Form 1A. Details Required for filling in Form 1A The Form 1A will have to contain the following details: Proposed Name of the Company: - Here, a choice of first preferred name and 4 other names in case the first name is not available, will have to be given in order of preference .
(a)

In case the Indian Company would use the same name, as used abroad, then, a no objection letter from the Foreign Company would also have to be given. The Registrar of Companies requires that the name of the company be specific to reflect the business carried on by the Company. Hence, a general name such as NEW COMPANY may not get approved by them. Decide on the Proposed Shareholders (subscribers): India law requires atleast two shareholders for the India entity. One shareholder can hold majority of the shares, so that it becomes the parent company and the second shareholder can hold nominal shares (as low as 1 share) to satisfy the requirement of 2 shareholders. a. Name, b. Fathers Name c. Address d. Occupation e. Proposed holding in the India company
(b)

f. If subscriber is Company, then the following additional details are required: - Charter Documents of the investing Company, - Tax ID/Registration number of the investing entities - Board Resolution authorising such investment and - No Objection letter, if the name of the proposed company is similar to the name of the investing company. Proposed Main objects of the new company and its significance (if any) with the proposed name. Please provide for the main purpose for which the subsidiary is being established. Let it be a little broad to cover all activities the subsidiary is likely to undertake in India.
(c)

Particulars of the proposed directors (at least two) including Name, address, fathers name, nationality. Each of the directors will need a DIN per 1 above.
(d)

Proposed Authorised & Paid up Share Capital of the Company. The minimum authorised capital & Paid up capital should be: Private Limited Company INR 1 Lakh Public Limited Company INR 5 Lakh
(e)

If the word India is included in the name, then the minimum authorized capital should be INR 5 Lakhs, however the paid up capital can still be INR 1 Lakh
(f)

Decide on the proposed address of the registered office of the company.

Submission of the necessary incorporation papers to the Registrar After the name of the Company has been made available, the following documents would be have to be executed and filed with the Registrar of Companies along with appropriate fees. (a) Memorandum of Association (b) Articles of Association (c) Form No. 1 (d) Form No.18 (e) Form No.32 The Memorandum & Articles will have to be physically signed by the subscribers to Memorandum. Forms 1, 18 & 32 will have to be digitally signed by one of the Directors of Company. Power of Attorney will have to be physically signed by all the subscribers to Memorandum. All the above documents will have to notarized by a notary public and attested by Indian consulate. the the the the

After submission of all the above documents, the Registrar, if satisfied will allow the incorporation and issue the Certificate of Incorporation.

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