11 steps to incorporating in India in 2024

Company incorporation in India follows a complex process, especially when investors and directors are involved who are non-residents of India and are required to secure multiple Government approvals. Please find below information on the steps followed by Healy Consultants Group to assist our Clients complete their India company incorporation projects:

• Pre-incorporation steps

  1. Engagement with Client: Before proceeding with an engagement, our Incorporation Team will request our Clients to i) complete and sign the engagement letter and return us the same to our office, along with at least 75% of the due diligence documents and ii) settle engagement fees. We then supply a detailed engagement plan detailing each step of the engagement;
  2. Digital Signature Certificate (DSC) (Part I): Our Client provides i) 2 passport size photographs and ii) notarized copies of passport and address proof (e.g. an electricity bill) for each director and shareholder;
  3. Digital Signature Certificate (DSC) (Part II): Our Firm then submits an application for Digital Signature Certificates (DSCs) from the Certifying Authority, which will allow Indian company directors to e-sign and upload forms to the Registrar of Companies and Ministry of Corporate Affairs (MCA);
  4. Director Identification Number (DIN): our team then fills in a DIN-3 application form together with a signed DIR-4 on the Ministry of Corporate Affair’s website to obtain a Director Identification Number for all directors.

• Incorporation steps

  1. Company name registration with the Registrar of Companies (ROC): Healy Consultants Group prepares and uploads the application in e-Form INC-1 with all relevant details and declarations. For company name, our Client will be required to provide 6 different company name options to ensure approval according to the MCA guidelines;
  2. Obtain the certificate of incorporation: Healy Consultants Group files the SPIC-e Form (Form INC -32), which includes also filling of the Memorandum of Association (e-MOA) and the Articles of association (e-AOA);
  3. Corporate income tax registration (PAN and TAN): After obtaining the MCA issued Certificate of Incorporation, Healy Consultants Group completes online tax registrations with Income Tax Department (ITD). The process requires to e-file i) form 49A to obtain a Permanent Account Number (PAN) and ii) Form 49-B to secure a Tax deduction and collection Account Number (TAN). If required, we also register the company for VAT;
  4. Corporate bank account opening: Our Firm assists our Client to open a local multi-currency corporate bank account with a top tier Indian bank, by submitting a complete and detailed application;
  5. Injection of share capital: Once the corporate bank account has been approved, our Client must deposit the minimum share capital of US$1,650 (INR100,000) within 2 months. Our Client then provides a certificate of deposit to obtain a Foreign Direct Investment Certificate from the Reserve Bank of India.

• Post-incorporation steps

  1. Application for social security: If necessary, Healy Consultants Group assists our Client to register for social security with the Ministry of Labour & Employment;
  2. Engagement completion: The company incorporation procedure in India is complete. Our Firm then couriers a full company kit to our Client including the following documents: i) original corporate documents; ii) unopened bank correspondence and iii) feedback form.

• List of documents required for incorporation

  The following are necessary to complete incorporation of company in India:

  • Notarized passport copy and proof of address of all directors and shareholders;
  • Passport pictures of all directors and shareholders;
  • Forms DIR-3 and DIR-6 for DIN application;
  • Form INC-29, INC-1 and MOA&AOA for name reservation and company incorporation;
  • Form 49A for PAN;
  • Form 49-B for TAN;
  • Forms VAT-1 VAT registration;
  • All forms are available for download at the Ministry of Corporate Affairs website.