To check whether the name is acceptable or available, the entrepreneur can use the website of the Ministry of Company Affairs (“MCA”) – www.mca.gov.in.

For any clarification or doubt the office of the Registrar of Companies (‘ROC’) of West Bengal can be visited.

Address: Nizam Palace, 2 nd MSO Building, 2 nd Floor, 234/4, A.J.C.B. Road, Calcutta 700 020
Phone: 033-2800409
Fax: 033-2473795

After the name has been finalized, six names in order of preference can be inserted in the prescribed Form 1-A for making the application to the agency notified by the MCA (MCA PFO, Ground Floor (SW), Tower – II, Millennium City, IT Park, 1 st Floor, DN – 62, Sector – V, Salt Lake, Kolkata) for seeking availability of desired name. The said Form 1A is thereafter forwarded to the office of RoC for further processing.

While filing Form 1A it should be ensured that:

• The details are filled in correctly as no change is entertained in the Form once the Form is filed.
• Guideline Instructions issued by the Department of Company Affairs for deciding the availability of name for the formation of a Company are compiled with.
• As per the provisions of the Emblems and Names (Prevention of Improper Use) Act, 1950, use of improper names is prohibited.

The status of application filed can be ascertained from the MCA’s website.

The Ministry of Company Affairs has laid down guidelines as regards the use of key words in a company’s name. In order to have a key word as part of the company’s name, the following minimum authorized share capital requirements have to be fulfilled: -

The procedure in West Bengal is that the Memorandum and Articles of Association is drafted on plain paper and then presented to the Officer of Stamps for stamping. Special adhesive stamps are affixed on the MOA and AOA.

The application should be accompanied necessarily by the following:

(i) Two Blank Copies of the Memorandum of Association and Articles of Association.

(ii) Payment receipt.

Ensure that the copies submitted to the Superintendent of Stamps for stamping are unsigned and no promoter or subscriber has written anything on it by hand. The Superintendent returns the copies one of which is duly stamped, signed and engrossed evidencing the payment of the requisite stamp duty.

The print out of the Memorandum and Articles of Association of the Company on the non judicial stamp paper are to be signed by at least two subscribers, each of whom shall also write in his own hand, his fathers name, occupation, address and the number of shares subscribed for. There will at least be one witness to these signatures, who shall also sign and write in his own hand, his fathers name, occupation and address. Get the following documents prepared:

• Form 1 (Declaration of Compliance) - This is to be given by an advocate of the Supreme Court or of a High Court or a Secretary or a Chartered Accountant, in whole time practice in India who is engaged in the formation of a Company or by a person named in the Articles of the company as a director, manager, or secretary of the company that all the requirements of the Companies Act, 1956. This declaration should be on the non judicial stamp paper INR 10/- of the appropriate value with reference to the State in which the office of the Registrar of Companies situate.
• From- 18 (Notice of situation of the registered office)-This form is to be signed by the First Director of the Company named in the Articles and must be lodged with the Registrar together with the Memorandum and Articles of Association at the time of lodgment for the incorporation of the proposed company
• Form 32 (in duplicate) (Particulars of Directors )
• Power of Attorney (on Non-judicial stamp paper INR 100/- ) to be given in favor of one of the promoter/subscriber or chartered accountant or company secretary or an advocate for fulfilling various formalities at Registrars' office for incorporation of a company.

The fees paid to the Registrar for registration are scaled according to the amount of the share capital of a company as stated in its memorandum. The schedule is as following:

For registration of a company whose nominal share capital does not exceed INR100,000: INR 4,000.

For registration of a company whose nominal share capital exceeds INR100,000, the above fee of INR4,000 with the following additional fees regulated according to the amount of nominal capital:-

(a) INR 300 for every INR10,000 of nominal share capital or part of INR10,000 after the first INR1,00,000 up to INR5,00,000;

(b) INR 200 for every INR10,000 of nominal share capital or part of INR10,000 after the first INR5,00,000 up to INR50,00,000;

(c) INR 100 for every INR10,000 of nominal share capital or part of INR10,000 after the first INR50,00,000 up to INR1 crore;

(d) INR 50 for every INR10,000 of nominal share capital or part of INR10,000 after the first INR1 crore.

The above stated fees are required to be paid in the office of the ROC by way of a Demand Draft/ Treasury Challan.

The DD has to be drawn in favor of either the office of the concerned ROC or in favor of the Pay and Accounts Officer, Department of Company Affairs.

Schedule of RoC filing fees for the Articles and for the other forms l, 18 and 32:

• INR 200 In respect of a company having a nominal share capital of INR 100,000 or more but less than INR 500,000;
• INR 300 In respect of a company having a nominal share capital of INR 500,000 or more but less than INR 2,500,000;
• INR 500 In respect of a company having a nominal share capital of INR 2,500,000 or more.

The ROC will then scrutinize the documents filed by the Company and if necessary the authorized person will on intimation make the necessary corrections under his initials. Obtain the Certificate of Incorporation of the company from the office of the ROC. The company can commence its business on getting incorporation certificate from RoC. The other procedures given below can be done after the business is started.

  Although the process of electronic filing has begun to take place, as of April 2006, the person incorporating has two choices. He or she can either file the company documents in the traditional manner, or can prepare a soft copy of all forms (which are now available online), save them in a floppy or CD, and take it to the registry where it is uploaded to the new system and filed. Once the electronic system is fully implemented, the goal is that an entrepreneur will be able to incorporate the company from any computer. All documents for company incorporation will be available for electronic filing subject to the condition that the person has obtained a Digital Signature Certificate. To obtain a Digital Signature Certificate an application is required to be submitted with the agencies, which are notified by the MCA.

Another new requirement is the Directors Identification Number (DIN); which will be mandatory for every person who is a director on the board of the company. Directors can receive a provisional DIN through the Web. The provisional number is used in the same way as the final number, which will be issued in about 30 days. A person can only have one DIN and it is used for all companies for which he or she is a director

Company shall arrange for its Common Seal from the vendor dealing in seals and stamps.

INR 72 (INR 60 + service tax at 12.24% for fee and INR 5/- for application form)

The Company is required to apply for allotment of the Permanent Account Number (PAN) by making an application in Form 49A on or before 31st May of the relevant assessment year and filing with the UTI Investor Services Limited in Calcutta. Documents required will be certificate of Registration issued by the Registrar of Companies.

The task of allotment of Permanent Account Number has been assigned by the Ministry of Finance, Government of India to the Unit Trust of India ("UTI"). The offices of Unit Trust of India are situated in all the major cities of India. PAN can be applied for in Tatkal category by paying additional fees. Fees for applying PAN under Tatkal category is INR 150/- .

The Permanent Account Number is generally allotted within a period of 15-30 days from the date of filing the application.

The work of allotment of PAN is also assigned to National Securities Depositories Limited (NSDL). So the application can also be made with any one of the designated Tax Information Network (TIN) Facilitation Centre. Related link is www.incometaxindia.gov.in.

The Company’s   application for allotment of Tax Deduction Account Number (TAN) is to be filed in Form 49B and submitted at any of the Tax Information Network (TIN) Facilitation Centres meant for receipt of e-TDS returns in accordance with the provisions of section 203A of the Income Tax Act, 1961 . Addresses of the TIN Facilitation Centres are available at www.incometaxindia.gov.in or http://tin.nsdl.com.

The application for TAN is required to be filed at Karvy Consultancy ( 49 Jatin Das Road, near Deshpriya Park, Calcutta 700029) or Alankit Assignment .

Application is to be accompanied with a copy of the Memorandum and Articles of Association of Company, list of Directors and board resolution in favor of any director authorizing him to apply for the TAN. TAN must be applied immediately after first deduction of tax at source. For obtaining the said number an application in the prescribed Form No. 49B is required to be made to NSDL along with a prescribed fee of INR 55/-. NSDL insists on the submission of the Permanent Account Number along with the application for Tax Deduction Account Number.

20 days, simultaneous with procedure 6

Every dealer shall apply for registration under the West Bengal Sales Tax Act, 1994 within the period of two months from the date from which he is first liable to pay tax. As per the provisions of the West Bengal Sales Tax Act, every manufacturer is liable to tax on sale of schedule IV goods from the first sale. For the items except schedule IV goods, taxable quantum for manufacturers is INR 100,000/-. Liability arises from the day following the day on which the gross turnover of sales of a dealer exceeds the taxable quantum within one accounting year.

Along with this application following documents are to be enclosed along with the application:

• Latest rent receipt (if premises is taken on lease) or ownership documents, as the case may be;
• Proof of legal and physical proof of possession of the business premises;
• A copy each of the Certificate of Incorporation, Memorandum of Association and the Articles of Association;
• A certified true copy of the Board Resolution;
• A self attested copy of the Permanent Account Number of the company.
• Declarations in prescribed forms

Consultancies and professional companies do not require Sales Tax Registration. Sales tax registration will be effective from the date of application.

As per the West Bengal State Tax, Trades, Callings and Employment Act, 1979, every person who is engaged in any profession, trade, calling or employment is required to pay profession tax. An application for registration is to be made by an employer in Form I to the Profession Tax Officer having jurisdiction over the place of business of the employer. Application should be filed within the time period of 90 days from the date of accrual of liability. The registration certificate is issued by the Profession Tax authorities in Form IA.

15 days, simultaneous with procedure 7

An application for registration under The Employees' Provident Fund and Miscellaneous Provisions Act, 1952 may be done at the office of the Regional Provident Fund Commissioner at Bhavishyanidhi Bhavan, DK Block, Sector-2 Salt Lake City Calcutta-700091.

The Act provides for the institution of compulsory Provident Fund, Pension Fund and Deposit Linked Insurance Fund, for the benefit of the employees in factories and other establishments. The Act applies to every factory and establishment in which 20 or more persons are employed and which is engaged in any industry as specified. The company would be required to cover its employees under the provisions, once it crosses the limit of 20 employees.

For registration under the said Act the following documents may be required:

• a copy of Memorandum and Articles of Association of the Company
• Certificate of Incorporation of the Company-lease deed (if any);
• a copy of documents in support of ownership of the factory premises.
• copy of PAN
• Board Resolution-Details of the activities of company
• formal request to register the company.

15 days, simultaneous with procedure 7

Registration under the Act is required to be made at the ESIC office at Panchdeep Bhavan, 5/2 Grant Lane, Calcutta - 700012 in Form no. 01. The application for registration is to be made within 15 days of the Act becoming applicable on the Company.

The Act provides for grant of cash benefits to the employees in the recognized contingencies of sickness, maternity and employment injury. It also provides for medical benefit, in kind, to the employees and their families. The Act is applicable to all non-seasonal factories and certain establishment. For registration under the Act, an application in the prescribed Form is required to be made to Regional Office of Employee State Insurance Corporation.

ESIC Registration is optional if employee strength is less than 10 in a factory carrying on manufacturing process with the aid of power and less than 20 where the manufacturing process is being carried on without the aid of power.

The Procedure for obtaining registration certificate under the West Bengal Shops and Commercial Establishments Act, 1963 is as follows:

The employer of every establishment shall, within thirty days from the date of commencement of its work, submit with the concerned registering authority an application in triplicate in Part 1 of Form B along with the applicable fees for registration of the establishment. The application is to be submitted to Shops and Establishment, 5 Church Lane Calcutta – 700001.

Documents that may be filed for the Shops and Establishment Registration is:

-proof of opening of the establishment

-List of number of workers

-Memorandum and Articles of Association of the Company

-Certified true copy of Certificate of Incorporation of the Company

-Details of activities carried on by the company, Board Resolution for registration under the Act.

- a formal request letter for registration.

Registration fees for companies registered under the Companies Act , 1956 (1 of 1956) and engaged in any profession, trade or calling are INR 2,500 per annum.