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’),

Address: Block No. 6, B Wing, 2 nd Floor, Shastri Bhawan 26, Haddows Road, Chennai 600 034

Phone: 044-8277182, 8272676
Fax: 044-8234298

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, Shop No. 6, Door No. 560/562, Anna Salai, Chennai) 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 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 INR 100,000: 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.

The Company is required to apply for allotment of the Permanent Account Number (PAN) in Form 49A at the UTI Investor Services Limited, Justice Basheer Ahmed Sayeed Building, 45, Second Line Beach Road, Chennai-600 001 on or before 31st May of the relevant assessment year. The application should be accompanied by the board resolution passed by the company, attested true copy of Certificate of Incorporation and Memorandum and Articles of Association.

Income Tax department has outsourced the allotment of PAN to Unit Trust of India and accordingly an application is to be submitted to the IT PAN Services Centre, offices of the UTI.

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 Centres. Related link is www.incometaxindia.gov.in.

The Company shall make an application for allotment of the Tax Deduction Account Number in Form No. 49B at (Please mention your address)

Application is to be accompanied with the copy of the Memorandum and Articles of Association of Company, list of Directors and boards resolution in favour of any Director authorizing him to apply for the TAN

TAN Must Be Applied Immediately After First Deduction Of Tax At Source.

TAN is required to be obtained by all companies deducting tax at source, under the Income Tax Act 1961, it is a 10-digit alpha-numeric number and is compulsory to quote TAN in TDS returns (including electronically filed TDS or e TDS). All those persons who are requited to deduct tax at source are required to apply and obtain TAN.

20 days, simultaneous with procedure 6

Companies that are required to register with the Central Sales Tax authorities have to fill the Application Form 'A" as prescribed under the Central Sales Tax Act.

At Chennai, every dealer whose annual turnover exceeds INR 300,000/- or any of the following dealers irrespective of the turnover, are required to be registered under the Tamil Nadu General Sales Tax Act:

-a casual dealer-a dealer registered under the Central Sales Tax Act

-a dealer residing outside the state of Tamil Nadu but carrying on business in the state.

-an agent of a non-resident dealer

-a factor, broker, commission agent or arhati delcredere agent or auctioneer or any other mercantile agent

Application is to be made in Form D as prescribed under the Tamil Nadu General Sales Tax Act, along with the copy of Memorandum and Articles of Association of the company, security deposit of INR 2,500/- and proof of payment of the prescribed fees. The applications for registration under the Central Sales Tax Act as well as under the Tamil Nadu General Sales Tax Act is to be made within 30 days of the company becoming liable to pay tax, to the respective Sales Tax Officer , depending on the jurisdiction in which the office of the Company is situate.

After the filing of the application with the sales tax authorities, the concerned inspector will inspect the place of business and on his approval report, the sales tax registration certificate will be issued.

An application for registration to the prescribed authority shall be made with a fee of INR 2500 in case of a “Public Limited company” and INR 1000 in case of “Private Limited Company” and INR 500 in case of any other dealer.

Service tax is levied on specified taxable services (As specified by the Finance Act from time to time) and the responsibility of payment of the tax is cast on the service provider. System of self-assessment of Service Tax Returns by service tax assessors has been introduced w.e.f. 01.04.2001. For this purpose application in the prescribed Form is required to be submitted with the Superintendent of Excise in the locality where the business is situated in Form ST-1 within 30 days of commencement of business.

Information/documents to be submitted along with ST – 1 application:

• Proof of address – Form 8
• PAN number of the company;
• Articles of Association & Memorandum of Association;
• List of branches, offices or premises of the assesses;
• Brief note on accounting system adopted by the assesses;
• Branch-wise series of invoices maintained along with a sample copy thereof;
• Previous years audited balance sheet along with gross trial balance of different branches;
• Details of records, accounts maintained at different branches and Central office;

The Company is required to get itself registered as an 'employer' under the Tamil Nadu Tax on Professions, Trades, Callings and Employment Act. The concerned authority for registration under the Act is the Revenue Officer & Asst. Revenue Officer, (Profession Tax Section), Ripon Buildings, Corporation of Chennai, Chennai. The application form along with the Certificate From the Registrar of Trades is to be submitted to the said authority within 60 days of the company becoming liable to pay tax.

In Chennai registration under The Employees' Provident Fund (Miscellaneous Provisions) Act, 1952 is to be submitted in Form I at Regional Office of the Employees' Provident Fund Organization, Regional Office, 37, Royapettah High Road, Chennai-600 014. 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.

The application for registration shall contain the following particulars:

• Name of Establishment / Factory and address
• Details of Head office and branches with address
• Date of Incorporation
• Employment strength
• Nature of business activity / manufacturing activity
• Name and address of Directors
• First date since when 20 persons or more were employed for wages in factory/ establishment premises and a month wise statement of maximum number of persons employed for wages since the first date mentioned above
• Total number of persons employed and details of wages paid along with copy of attendance and wage register.
• Details of bankers with address
• Income Tax Permanent Account No.
• Particulars of registration under the Factories Act

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 01 is required to be made to Regional Office of Employees' State Insurance Corporation at 143, Sterling Road, Chennai -600 034, within 15 days of the Act becoming applicable. 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 Application for registration shall contain the following particulars:

• Name of Factory / Establishment
• Full registered address with telephone number
• Location of factory / establishment
• Nature of work/business carried on
• Date of starting factory / establishment
• Particulars of registration under the Factories Act
• Name and address of Occupier of factory
• Name and address of Directors
• Details of usage of power in the factory
• Whether any work is carried on through contracts and its details.
• Details of branches and its employees
• Total number of persons employed and details of wages paid along with copy of attendance and wage register.
• First date since when 10/20 persons or more were employed for wages in factory/ establishment premises and a month wise statement of maximum number of persons employed for wages since the first date mentioned above.

There is no separate registration required under the Tamil Nadu (Shops and Establishments) Act. However, the Company must fill up the number of its employees and their particulars in Form No. J and submit it to the Assistant Inspector of Labor of the concerned circle where the office is situated. Apart from submitting this information, the Company is required to ensure compliance of the following:

-The Company has to display a weekly holiday notice in its premises.

-Apart from declaring holidays on the three National holidays namely, Republic Day, Independence Day and Gandhi Jayanthi, the Company also has to declare five Festival holidays.

-Particulars of the five Festival holidays are to be submitted in Form No. I and II to the Assistant Inspector of Labor. A court fee stamp of INR 2/- is to be affixed on Form No. I. A copy of Form No. II is to be displayed at the premises of the Company.

-The Company has to maintain various registers such as Attendance Register (Form No. F), Leave Register (Form No. K) and Service Register (Form No. N). The Company has to submit annual returns to the Inspector of Labor.