What are the documents required to be executed (signed) for incorporation?The following documents are required to be executed (signed) before they are submitted to the ROC:1. MOA and AOA - These are required to be executed by the promoters in their own hand in the presence of a witness in quadruplicate stating their full name, father's name, residential address, occupation, number of shares subscribed for, etc.2. Form No. 1 - This is a declaration to be executed on a non-judicial stamp paper of INR 20 by one of the directors of the proposed company or other specified persons such as Chartered Accountants, Advocates, etc. stating that all the requirements of the incorporation have been complied with.3. Form No. 18 - This is a form to be filed by one of the directors of the company informing the ROC the registered office of the proposed company.4. Form No. 29 - This is a consent obtained from all the proposed directors of the proposed company to act as directors of the proposed company. (Not required in case of private company)5. Form No. 32 - This is a form stating the fact of appointment of the proposed directors on the board of directors from the date of incorporation of the proposed company and is signed by one of the proposed directors.6. Name approval letter in original.7. Power of Attorney signed by all the subscribers of MOA authorising one of the subscribers or any other person to act on their behalf for the purpose of incorporation and accepting the certificate of incorporation.8. Power of Attorney in case of a subscriber who has appointed another person to sign the MOA on his behalf.9. Filing fees as may be applicable.
How is the certificate of incorporation issued?After the documents in FAQ 5 are filed, the ROC calls the attorney on a specific date for scrutiny and making the corrections in the MOA and AOA filed. On complying with the same, the certificate of incorporation is granted to the attorney.
When can the newly formed company start its business operations?On receipt of the certificate of incorporation, the public company has to complete certain other legal formalities such as a statutory meeting (within 6 months), statutory report, etc. On completion of the said formalities and on filing of the statutory report with the ROC the ROC issues the certification of commencement of business to the company. Thereafter, the Public Company can start the business operations. The Private Company can start its business immediately on incorporation.
How do we comply with the legal formalities when we are not stationed in India?You can give Power of Attorney to a person to sign the documents on your behalf. After the Company is incorporated, you can appoint Alternate Directors, to function on your behalf while you are not in India. But at least once, you should be in India within one month of the incorporation of the Company. There can be one meeting of Board of Directors during your stay in India and all other formalities including those of appointment of Alternate Directors can be complied with.
Forex regulationsNo pre-sanction of Reserve Bank of India (RBI), unless your business is classified for such permission by RBI. Development and export of software does not require any pre-permission. There are some post-incorporation filing formalities after the remittance of capital from US to India and on issue of shares.
Other formalities for set-upShop and Establishments Act, registration· Import Export code from Director General of Foreign Trade· Software Technologies Parks of India registration (STPI)· Permanent Account Number (PAN) from Income Tax Dept.