Incorporation of Private Limited Company as per Indian Companies Act, 2013

Requisite Information for Name Availability for Company Incorporation

1. Desired Names of proposed

new Company at least six names 1. _____________ __________
PRIVATE LIMITED
 If any significance of
name, Please specify) 2. PRIVATE LIMITED

2. Main Objects of the proposed

new company

3. The Copy of NOC in the Form

of Board Resolution as per draft
marked “Annexure-1” required.

If the proposed name is based on NoC from the owner of the registered
4. a registered trademark or is trademark or the applicant of such trade
trademark or is subject matter of pending for mark for registration in the form of
an application pending for board Resolution is required.
registration under subject matter
of the Trade Marks Act, then
approval shall be attached of
such an application

Note:
In case Wholly Owned Subsidiary/ Joint Venture Company, the following are the
additional formalities:

(a) As per Section 149(3) of the Companies Act, 2013 , every Company
shall have at least one director who has stayed in India for a total period of
at least 182 days during the financial year.

(b) in a country which is a party to the Hague Apostille

Convention, 1961, the copy of Board resolution should duly
apostillised in accordance with the said Hague Convention.

(b) in a country which is not a party to the Hague Apostille

Convention, 1961, the copy of Board resolution shall be
authenticated by a Diplomatic or Consular Officer empowered in
this behalf under section 3 of the Diplomatic and Consular Officers
(Oaths and Fees) Act, 1948 (40 of 1948) or, where there is no
such officer by any of the officials mentioned in section 6 of the
Commissioners of Oaths Act, 1889 (52 and 53 Vic.C.10), or in any
Act amending the same;

ON THE LETTER HEAD OF FOREIGN COMPANY

ANNEXURE-I

EXTRACTS OF THE MINUTES OF THE MEETING OF BOARD OF

DIRECTORS OF …………………………….. HELD ON
………………………………………..AT ITS REGISTERED OFFICE AT
…………………………………………..

“RESOLVED THAT Board be and hereby accord its consent to incorporate a subsidiary/ Joint
venture Company in the name and style of “……………………………………………….” in the
state of ………………….. , India and does not has any objection for using the word
……………………… for incorporation of the Company in India”

FOR ………………………….

(Director)
Need the following documents from subscribers for Company registration:

Sl. No. Particular Remark

1. Date of Birth/ Date of Incorporation

of Promoters (First Subscribers to
MoA)

2. Occupation

3. Phone No./ Mobile No.

4. E-mail Id

6. ID Proof: Voter ID, Passport, DL, Any one out of four

Aadhaar. (First Subscribers to MoA). (Passport is Mandatory for Foreign
National )
If the subscriber is the Company,
need the following:

1. Certificate of Registration. The documents should be in English, if

MOA and Bye Laws. not in English, the Certified translated
copy in English duly authenticated is
2. Address Proof of the required.
Company

3. Documents of the authorized

signatory who will sign the
documents as per column 6
above and 7

7. Address Proof: Bank Statement, Any one out of four

Electricity Bill, Telephone Bill,
Mobile Bill (First Subscribers to
MoA)

8. Whether Director or promoter in any

other company.

9. Declaration in INC 9 on plain paper To be provided at the time of

incorporation
Non deposit affidavit on Rs. 10/- In case of Foreign National it should be
10. stamp papers by each director duly on plain paper and duly authenticated
notarized as per process. The stamp duty will be
paid in India as per procedure.
 If the person do not hold PAN card , a
11. declaration to this effect is required.
PAN Card

12. If the person holding the valid DIN, he

Din Declaration / she will give the declaration as per
format.
For Directors

Sl. No. Particular Remark

1. Interest in other entities including

shareholding

2. Declaration in the form Dir -2 along

with address and i.d. proof

Declaration in INC 9 on plain paper

3.
Non deposit affidavit on Rs. 10/-
4. stamp papers by each director duly
notarized

5. Mobile No.

6. E-mail Id

For Registered Office Address

Sl. No. Particular Remark

1. Regd. Office Address Proof

2. Copies of Utility Bills

3. NOC for Address

4. List of all Companies having same

address
Where subscriber to the memorandum and director is a foreign
national residing outside India-

(a) in a country which is a party to the Hague Apostille

Convention, 1961, his signatures and address on the
memorandum and articles of association and proof of identity
shall be notarized before the Notary (Public) of the country of his
origin and be duly apostillised in accordance with the said Hague
Convention.

(b) in a country which is not a party to the Hague Apostille

Convention, 1961, his signatures and address on the
memorandum and articles of association and proof of identity,
shall be notarized before the Notary (Public) of such country and
the certificate of the Notary (Public) shall be authenticated by a
Diplomatic or Consular Officer empowered in this behalf under
section 3 of the Diplomatic and Consular Officers (Oaths and Fees)
Act, 1948 (40 of 1948) or, where there is no such officer by any of
the officials mentioned in section 6 of the Commissioners of Oaths
Act, 1889 (52 and 53 Vic.C.10), or in any Act amending the same;

(c) visited in India and intended to incorporate a company, in

such case the incorporation shall be allowed if, he/she is having a
valid Business Visa.

Explanation.- For the purposes of this clause, it is hereby clarified

that, in case of Person is of Indian Origin or Overseas Citizen of
India, requirement of business Visa shall not be applicable if the
person hold the PIO / OCI card.
 ON THE LETTER HEAD OF FOREIGN COMPANY

CERTIFIED TRUE COPY OF THE RESOLUTION PASSED AT THE MEETING

OF THE BOARD OF DIRECTORS OF (NAME OF THE COMPANY) HELD AT
THE REGISTERED OFFICE OF THE COMPANY
AT (ADDRESS) ON (DATE) AT (TIME)

The following resolution was passed:

“RESOLVED THAT Mr. ………………., S/o ……………………, R/o

…………………………………………………………., Authorized Signatory of
Company be and is hereby authorized as the authorized representative (“Authorized
Representative”) of the Company to apply to the Registrar of Companies, CRC
Manesar, India, for seeking availability of name and also to do all needful acts as may be
required towards incorporation of the proposed company in the name of M/s.
…………………………. Private Limited and to complete all procedural formalities
incidental and ancillary thereto, including without limitation signing of various forms and
documents.”

“RESOLVED FURTHER THAT Mr. ………………., S/o ……………………, R/o

………………………………………………………….,India be and is hereby authorized
as an Authorized Representative of the Company to (a) subscribe to 9999 shares of Rs.
10/- each totaling to Rs. 99,990/- as an investment in the subscribed and paid up share
capital of the Proposed Subsidiary for and on behalf of the Company, (b) sign the
memorandum and articles of association of the Proposed Company for and on behalf of
the Company, and (c) sign all other papers, forms and documents required for
incorporation of the proposed Company in ………………., India for and on behalf of the
Company.”

“RESOLVED FURTHER THAT Mr. ………………., S/o ……………………, R/o

………………………………………………………….,, India be and is hereby also
authorized to avail the services of Mr. Amit Agrawal, Company Secretary, (C.P NO
3647) individually, to carry out necessary correction, amendments, changes, additions,
alterations, deletions and such other work as may be necessary, in the Memorandum of
Association and Articles of Association and other papers/documents filed or to be filed
and to make representations before the Registrar of Companies for the incorporation of
…………………….. Private Limited.

Certify True copy

For …………………….

………………..