Professionals
Company and LLP incorporation is one of the most common assignments undertaken by Company Secretaries, Chartered Accountants, Advocates and Compliance Professionals. Although MCA filings are now largely web-based and supported by detailed help kits, professionals must exercise due diligence while certifying incorporation forms. The Companies Act, 2013 places significant responsibility on certifying professionals to verify compliance with applicable laws and regulations before certification. Incorrect certification may attract serious consequences under the Act.
This article highlights the key practical aspects that every professional should keep in mind during the incorporation process.
Types of Business Entities
The Ministry of Corporate Affairs (MCA) permits incorporation of the following entities:
The choice of entity depends on ownership structure, capital requirements, fundraising plans, taxation and compliance considerations.
- Private Limited Company
- Public Limited Company
- One Person Company (OPC)
- Section 8 Company
- Producer Company
- Nidhi Company
- Limited Liability Partnership (LLP)
Practical Incorporation Process
1. Collect Basic Information
Obtain details of promoters, registered office, proposed business activities, capital structure and ownership pattern.
2. Obtain DSC & Verify DIN
Digital Signature Certificates (DSC) are mandatory for subscribers, directors and designated partners. Verify availability of DINs, noting that up to three DINs can generally be applied for through incorporation forms.
3. Create MCA Login
Register as a Business/Registered User on the MCA portal using professional credentials.
4. Reserve the Name
Apply through SPICe+ Part A or RUN-LLP after checking name availability, MCA naming guidelines and trademark conflicts.
5. Prepare Incorporation Documents
Compile and verify:
- MOA & AOA
- Subscriber and consent documents
- Declarations and affidavits
- Registered office proofs
- Other entity-specific documents
6. File Incorporation Forms
File SPICe+ Part B (for Companies) or FiLLiP (for LLPs) along with attachments and prescribed fees.
7. Obtain Certificate of Incorporation
Upon approval, the Registrar issues the Certificate of Incorporation along with CIN or LLPIN.
8. Complete Post-Incorporation Compliances
- Open Bank Account
- Receive capital contribution/subscription money
- File LLP Agreement (for LLPs)
- Obtain GST and other registrations, if required
Key Points for Professionals
✔️ Verify KYC documents thoroughly.
✔️ Ensure the registered office proofs are valid and consistent.
✔️ Draft objects carefully while allowing scope for future business expansion.
✔️ Check proposed names against existing companies, LLPs and trademarks.
✔️ Review all attachments and declarations before certification.
✔️ Maintain a complete incorporation file for future reference and compliance.
✔️ Remember that incorrect certification may attract consequences under Sections 448 of the Companies Act, 2013.
Conclusion
Incorporation is not merely a form-filing exercise. A well-executed incorporation process ensures legal compliance, operational flexibility and future scalability of the business. Equally important, proper verification and due diligence help professionals discharge their certification responsibilities and mitigate the risk of regulatory action.