Company Registration in Delhi

A company whose registered office is in the National Capital Territory is registered with the Registrar of Companies having jurisdiction over Delhi. Jurisdiction follows the registered office address stated in the incorporation filing, so the address is settled before the application is made. Changing the registered office later is a filing exercise of its own, and a change across State lines is more involved than a change within the same jurisdiction.

The cost has three parts and only one of them is fixed by anybody publishing a price. There are government filing fees, which depend on the capital and the forms filed; State stamp duty on the constitutional documents at the rate applying in the National Capital Territory, which is revised from time to time; and professional fees, which vary widely with what is actually being done. A template incorporation and one with drafted articles accommodating overseas shareholders are different pieces of work at different prices.

Generally yes for the incorporation itself. Identity documents are signed abroad and attested at an Indian mission or apostilled depending on the country, a digital signature certificate is obtained for the signatory outside India, and the filing is electronic. Physical presence is more often an issue at the banking stage than at the Registrar's, and where an act has to be done in India on the subscriber's behalf, a written authority drafted for that specific act is the ordinary route.

The board must include at least one director who has stayed in India for the period the law prescribes during the relevant year. That is a requirement about the board as a whole, not about every director, so an overseas shareholder can also be a director and can hold most of the equity. The seat is commonly filled by a family member, a co-founder or a professional in Delhi, and it is worth remembering that the person accepting it takes on a director's duties personally.

Residential premises are commonly used as a registered office, particularly at the start. What is required is proof of the address, a utility bill of recent date, and the owner's consent where the premises are not owned by the company. Some activities need premises meeting particular conditions, and a later change of registered office is its own filing, so the address is worth a moment's thought rather than a default choice.

Most often a private limited company, because that is the structure external investors, banks and counterparties expect to see, because shares are a workable way to reflect an agreed split, and because equity can be issued later. A limited liability partnership can suit a professional practice with no plan to issue equity. The choice depends on who owns it, whether outside money is coming in, and how the business is expected to be sold or passed on.

Where everyone is in India with current documents and digital signatures in hand, an uncomplicated incorporation is generally completed in a small number of working days after the name is reserved. Where a subscriber or director is abroad, plan on longer, and expect the additional time to sit in obtaining a digital signature certificate for a person outside India and in attestation or apostille of identity documents, rather than in the Registrar's processing. Name rejection is the other common cause of delay.

That depends on the footing on which the shares were acquired. An investment made on a repatriable basis, funded through the appropriate account, permits the proceeds of a later sale to be sent abroad subject to the applicable conditions and reporting. An investment made on a non-repatriable basis is treated differently on exit. This is decided at the point of subscription, not at the point of sale, which is why the account the money comes through matters at incorporation.

The registered office determines the Registrar's jurisdiction and the address at which the company receives communications. It does not have to be where the business physically operates, and companies frequently have a registered office in one place and operations in another. What it does have to be is a real address the company controls or has consent to use, with proof available, because it is the address on which formal communications will be served.

An annual return and financial statements with the Registrar each year, whether or not the company traded; board meetings at prescribed intervals and an annual general meeting, with minutes; statutory registers kept at the registered office; tax filings; and, where money came in from outside India, reporting to the regulator within the timelines prescribed. Changes of office, directors, shareholding or constitutional documents take effect by filing rather than by decision.

Holding shares in one person's name for another's benefit is a structure that creates more problems than it solves. Ownership on the register is what third parties, banks and any later buyer rely on, and an informal understanding behind it is exactly the kind of arrangement that becomes a dispute when the family position changes. Where a person abroad is to own the equity, the ordinary answer is to hold it in their own name through the proper investment route rather than through someone else's.

It continues to owe annual filings whether or not it trades, and defaults accumulate consequences for the company and for its directors personally. Where a venture is not going to proceed, the orderly routes are dormant status where the company qualifies, or closure through the strike-off or winding-up route appropriate to the circumstances. Leaving a registered company unattended is the option that creates the most difficulty later.