Author: Financial Analyst

  • Steps by Step Process for One Person Company Annual Compliance

    A One Person Company (OPC) is ideal for solo founders and small entrepreneurs, offering limited liability with simple compliance requirements. However, even though an OPC has fewer obligations compared to a private limited company, it must still follow strict annual compliance under the Companies Act, 2013.

    This Saving Mantra guide explains the complete step-by-step annual compliance workflow, mandatory forms, timelines, and documentation to keep your OPC fully compliant and penalty-free.


    1. What is OPC Annual Compliance?

    OPC Annual Compliance refers to all statutory filings and regulatory tasks that an OPC must complete every financial year.
    These ensure:

    • Transparency in operations
    • Updated records with the Registrar of Companies (ROC)
    • Avoidance of penalties under Companies Act
    • Smooth business functioning for banking, funding, or legal purposes

    2. Step-by-Step Process for OPC Annual Compliance

    Step 1: Maintain Proper Books of Accounts

    Every OPC must maintain:

    • Cash book
    • Sales & purchase register
    • Journal and ledger
    • Bank statements
    • Expense vouchers
    • Fixed asset records

    Accounts must comply with Accounting Standards issued by ICAI.


    Step 2: Prepare Financial Statements

    At the end of each financial year, the OPC must prepare:

    • Balance Sheet
    • Profit & Loss Statement
    • Notes to Accounts
    • Cash Flow Statement (Not mandatory for OPC, but good practice)

    The financial statements must be approved by the Director.


    Step 3: Auditor Appointment & Audit Requirements

    An OPC must appoint a statutory auditor within 30 days of incorporation (form ADT-1), and the auditor continues for 5 years.

    Annual statutory audit is compulsory for every OPC, irrespective of turnover.

    Audit includes:

    • Verification of books
    • Checking internal controls
    • Ensuring compliance with Accounting Standards
    • Finalizing financial statements
    • Issuing the Audit Report

    Step 4: File Form AOC-4 (Filing of Financial Statements)

    Form AOC-4 must be filed within 180 days from the end of the financial year.
    For example:
    FY 2024–25 → Due date: 27th September 2025

    Attachments:

    • Financial Statements
    • Audit Report
    • Directors’ Report
    • Notes to Accounts

    AOC-4 ensures that the ROC receives accurate financial data of the OPC.


    Step 5: File Form MGT-7A (Annual Return for OPC)

    OPCs must file an annual return in Form MGT-7A within 60 days of filing AOC-4.

    MGT-7A captures:

    • Shareholder details
    • Director details
    • Basic compliance information
    • Company structure & capital details

    Because an OPC has only one member, the annual return is simpler compared to other companies.


    Step 6: File DIR-3 KYC for Director

    The Director of an OPC must file DIR-3 KYC every year by 30th September to keep the DIN active.

    Failure to file KYC leads to DIN deactivation and a penalty of ₹5,000.


    Step 7: Hold Mandatory Board Meeting

    Unlike private companies, an OPC is required to hold only one Board Meeting in each half of the calendar year, and the gap between the meetings should be at least 90 days.

    Where the OPC has only one director, no board meeting is required, but minutes of important decisions must still be recorded.


    Step 8: Maintain Statutory Registers

    OPCs must maintain statutory registers, including:

    • Register of Members
    • Register of Directors
    • Register of Charges
    • Minutes Book
    • Books of Accounts

    These records must be preserved safely for audit and legal verification.


    Step 9: Income Tax Filing

    Every OPC must file its income tax return by 31st October (unless extended).
    Audit under Income Tax Act may apply if turnover exceeds prescribed limits.


    3. Optional / Event-Based Compliances

    Depending on business transactions, additional filings may be required:

    • ADT-1 for auditor appointment
    • INC-22 for change in registered office
    • PAS-3 for issue or allotment of shares
    • DIR-6 for director detail changes
    • INC-20A for commencement of business (post-incorporation)

    4. Summary of Annual OPC Compliance Forms & Due Dates

    ComplianceFormDue Date
    Filing of Financial StatementsAOC-4Within 180 days of FY end
    Annual ReturnMGT-7AWithin 60 days of AOC-4
    Director KYCDIR-3 KYC30th September
    Income Tax FilingITR-531st October
    Board MeetingsMinimum 1 meeting per half year

    5. Benefits of Maintaining OPC Compliance

    • Avoids heavy late-filing penalties
    • Builds corporate credibility
    • Ensures smooth fundraising & banking processes
    • Enables legal validity of business
    • Maintains transparency and governance

    Non-compliance may lead to penalties, prosecution, or director disqualification.


    Conclusion

    Annual compliance is essential for every One Person Company to maintain legal standing and business credibility. With timely filings, accurate financial statements, and professional guidance, OPCs can operate smoothly without penalties or compliance risks.

    The information provided in this blog is for general informational and educational purposes only and should not be construed as legal, tax, or professional advice. While every effort has been made to ensure accuracy and compliance with the applicable provisions of the Companies Act, 2013 and related rules, laws and regulations may change over time and interpretations may vary based on specific facts and circumstances. All services are subject to applicable laws, rules, and government approvals prevailing at the time of execution.

  • Steps by Step Process for Valuation of Equity Shares

    Valuation of Equity Shares is a critical financial exercise used for mergers, private placements, ESOPs, buybacks, investment rounds, FEMA compliance, and regulatory filings under the Companies Act and Income Tax Act.
    For startups, private companies, and growing enterprises, accurate valuation ensures transparency, builds investor confidence, and helps comply with statutory requirements.

    This Saving Mantra guide provides a detailed process, valuation methods, documentation needs, and best practices for conducting a professional equity share valuation.


    1. What is Equity Share Valuation?

    Equity share valuation is the process of determining the fair market value (FMV) of a company’s shares.
    It is required in situations such as:

    • Private equity funding
    • Issue of shares at premium
    • Buyback of shares
    • ESOP execution
    • Transfer of shares
    • Merger or demerger
    • FEMA compliance for foreign investors
    • Income Tax Act Section 56 and Rule 11UA compliance

    Accurate valuation protects stakeholders and ensures compliance with regulators such as MCA, RBI, and Income Tax Department.


    2. Methods of Valuing Equity Shares

    Valuation professionals usually adopt one or more of the following methods:

    a) Net Asset Value (NAV) Method

    Used when assets and liabilities determine the company’s value.
    Formula:
    Equity Value = Total Assets – Total Liabilities

    b) Discounted Cash Flow (DCF) Method

    Popular for startups and growth-stage companies.
    Future cash flows are projected and discounted back to present value using the discount rate.

    c) Market Approach

    Valuation is based on comparable companies or market multiples (P/E ratio, P/BV, EV/EBITDA).

    d) Comparable Transaction Method

    Uses valuation of similar companies involved in recent transactions.

    e) Earnings Capitalization Method

    Values the business based on sustainable profits capitalized at a suitable rate.

    A registered valuer selects the method based on industry, company stage, and purpose of valuation.


    3. Step-by-Step Process for Valuation of Equity Shares

    Step 1: Define the Purpose of Valuation

    This is the most important step and includes:

    • Compliance (MCA, FEMA, Income Tax)
    • Fundraising / Investor entry
    • Transfer of existing shares
    • Buyback or ESOP issuance
    • Business restructuring

    Each purpose requires specific assumptions, valuation methods, and documentation.


    Step 2: Appoint a Registered Valuer

    Under Rule 11U & 11UA (Income Tax) and Companies Act, valuation must be conducted by:

    • Registered Valuer (IBBI) for Companies Act purposes
    • Merchant Banker / CA for Income Tax purposes

    Choosing the correct valuer ensures legal validity.


    Step 3: Collect Required Documents & Financial Data

    The company must provide:

    • Last 3 years’ audited financial statements
    • Management Representation Letter (MRL)
    • Shareholding pattern
    • Capital structure details
    • Business plan and financial projections
    • Details of assets & liabilities
    • Industry analysis and market data

    Accurate records ensure reliable valuation output.


    Step 4: Analyze Financial Performance

    The valuer reviews:

    • Revenue growth trends
    • Profitability ratios
    • Working capital cycle
    • Cash flow stability
    • Debt levels
    • Asset utilization

    This step guides the selection of the appropriate valuation method.


    Step 5: Apply Suitable Valuation Method(s)

    Based on company stage, industry, and purpose, the valuer adopts:

    • NAV for asset-heavy businesses
    • DCF for startups/high-growth companies
    • Market approach for listed comparables

    Multiple methods may be applied to cross-verify the results.


    Step 6: Arrive at the Fair Market Value (FMV)

    The valuer computes:

    • FMV per share
    • Pre-money and post-money valuation (for fundraising)
    • Control premium or minority discount (if applicable)
    • Enterprise value vs. equity value

    The final FMV becomes the legally acceptable value for regulatory filings.


    Step 7: Prepare Valuation Report

    The Registered Valuer issues a detailed report covering:

    • Background of assignment
    • Valuation methodology
    • Assumptions used
    • Calculations & formulas
    • FMV per share
    • Compliance references (Rule 11UA, Companies Act)

    The report is digitally signed and valid for use in MCA, Income Tax, and RBI filings.


    Step 8: Use the Valuation for Regulatory Filings

    Depending on the transaction, the valuation report may be required for:

    • PAS-3 for issue of shares
    • SH-8 / SH-9 for buyback
    • ESOP compliance
    • FEMA filings for foreign investors
    • Income Tax submissions under Section 56

    This ensures transparency and regulatory compliance.


    4. Documents Required for Equity Share Valuation

    Company Documents

    • Certificate of Incorporation
    • MOA & AOA
    • Shareholder registers (Register of Members)
    • Cap table

    Financial Documents

    • Last 3 years audited financials
    • Management projections (3–5 years)
    • Asset details and schedules

    Business Information

    • Industry reports
    • Competitor analysis
    • Details of major contracts

    Compliance Documents

    • Board Resolution authorizing valuation
    • Previous valuation reports (if any)

    5. When Should a Company Get Its Shares Valued?

    A valuation is needed for:

    • Private placement under Section 42
    • Rights issue
    • Preferential issue
    • ESOP allotment
    • Share transfer at premium/discount
    • Foreign investment or exit
    • Merger/Demerger under Companies Act
    • Buyback of shares

    Failing to obtain valuation can lead to penalties, taxation issues, and regulatory objections.


    6. Benefits of Professional Share Valuation

    • Ensures compliance with MCA, RBI & Income Tax
    • Enhances investor confidence
    • Helps during negotiations
    • Avoids future tax penalties
    • Provides transparent and independent assessment

    Conclusion

    Valuation of Equity Shares is not just a financial exercise—it is a compliance-critical process that protects the company, shareholders, and investors. Following a structured approach with a qualified valuer ensures accuracy, transparency, and regulatory compliance.

    The information provided in this blog is for general informational and educational purposes only and should not be construed as legal, tax, or professional advice. While every effort has been made to ensure accuracy and compliance with the applicable provisions of the Companies Act, 2013 and related rules, laws and regulations may change over time and interpretations may vary based on specific facts and circumstances. All services are subject to applicable laws, rules, and government approvals prevailing at the time of execution.

  • Step-by-step Process for ESOP (Employee Stock Option Plan) — Saving Mantra Guide

    Employee Stock Option Plans (ESOPs) are powerful tools to attract, motivate and retain talent by giving employees the right to buy company shares at a preset price after a vesting period. ESOPs also align employee incentives with long-term company growth, but they carry specific legal, tax and disclosure obligations in India. This guide walks you through an end-to-end, compliance-first ESOP rollout process: from policy drafting to exercise, allotment and statutory filings.


    1) Decide objectives & ESOP design (policy fundamentals)

    Start with clear objectives: retention, reward, leadership pipeline, or founder dilution management. Key design parameters to define:

    • Pool size (e.g., 5–15% of equity)
    • Grantees (employees, directors, consultants — who qualifies)
    • Vesting schedule (cliff + monthly/quarterly vesting)
    • Exercise price (fixed / FMV / formula)
    • Exercise window and post-termination treatment (accelerated vesting, buyback, forfeiture)
    • Type of instrument (option leading to equity on exercise; RSU/ESPP differences)
    • Performance vs time-based vesting

    Document these in an ESOP Policy / Scheme Document (operational rules and definitions). This acts as the single source of truth for grants and disputes.


    2) Check corporate powers & Articles of Association (AoA)

    Confirm the company’s AoA allows issuance of shares / options. If not, amend AoA before approving the ESOP. ESOP issuance is governed under Section 62(1)(b) of the Companies Act, 2013 and related Rules — the scheme must be authorized by the company’s constitutional documents. ICSI


    3) Board approval and draft scheme

    • Convene a Board meeting to approve: draft ESOP scheme, pool size, grant policy, key dates (grant/vesting/exercise) and to call an EGM (if shareholder approval is required).
    • Approve the grant letter template, employee communications, and appoint an ESOP administrator (company secretary/HR/legal).
      Keep minutes and a certified copy of the Board resolution on the record.

    4) Shareholder approval (special resolution) & MGT-14 filing

    • Private companies: In practice, ESOP schemes require shareholders’ approval by special resolution (check Rule 12 and any relevant MCA notifications); hold an EGM and pass the special resolution with an explanatory statement setting out scheme details (number of options, class of employees, pricing, vesting, etc.). ICSI
    • File Form MGT-14 with the RoC within 30 days of passing the special resolution (attach the scheme, certified copy of resolution and explanatory statement). cleartax

    Practical tip: loop in investors early — ESOP pool size is often negotiated in funding rounds.


    5) Register setup & internal records

    Maintain statutory and internal registers required for ESOPs:

    • Register of Employee Stock Options (Form SH-6 style tracking — maintain details of grants, vesting, exercises, cancellations)
    • Cap table updates (grant pool should be visible as reserved equity)
    • Individual grant letters and signed employee consent forms.

    Many companies also use a digital equity management platform to track vesting schedules, exercises and generate tax reports.


    6) Granting options (Grant Letter & communication)

    Issue Grant Letters to grantees containing:

    • Number of options granted
    • Grant date & vesting commencement date
    • Vesting schedule & cliff, exercise price, exercise period
    • Termination / resignation / misconduct clauses
    • Lock-in, transfer restrictions and right of first refusal (if applicable)

    Obtain signed acceptance from each grantee and keep copies in employee files.


    7) Vesting & exercise process

    • Vesting: Options vest as per schedule; employees do not have shareholder rights until they exercise and shares are allotted.
    • Exercise: Employee submits an exercise notice and pays the exercise price. The Board passes a resolution approving allotment of shares on exercise.

    8) Allotment & RoC filing — PAS-3 (Return of Allotment)

    After allotment on exercise, the company must file Form PAS-3 (Return of Allotment) with RoC within the statutory time (private placement/allotment timelines differ; often within 15–30 days depending on nature of allotment). Accurate list of allottees and certified board resolution must be attached. Timely PAS-3 filing preserves legal validity and avoids late fees. Fiscal Flow Website+1


    9) Taxation & TDS considerations

    ESOPs generally create two tax events for employees:

    1. Perquisite tax at exercise (or allotment) — the difference between fair market value (FMV) and exercise price is treated as a perquisite and is taxable as salary in the hands of the employee (employer must compute value and withhold TDS where applicable). For eligible start-ups, specific reliefs and deferments may apply under notified rules — confirm current Income-tax guidance and eligibility rules. Income Tax India+1
    2. Capital gains on sale — when employee sells shares, capital gains tax applies (short-term/long-term rules depend on holding period and whether shares are listed or unlisted).

    Also check recent clarifications on cross-border ESOPs (GST/GST Council clarifications), and TDS reporting rules where ESOPs are provided through overseas holding companies. Goods and Services Tax Council

    Practical: Maintain perquisite calculation worksheets and issue Form 16/TDS statements correctly; consult tax advisors for any start-up deferment schemes.


    10) Listed companies & SEBI disclosure rules

    Listed companies face additional disclosure and procedural requirements under SEBI regulations for share-based benefits — including detailed disclosures in board/ESOP committee reports and limits on grants to promoters/major shareholders. Ensure compliance with SEBI guidelines for listed entities. SEBI Investor


    11) Ongoing compliance & governance

    • Update statutory registers and minute books.
    • Disclose aggregate ESOP movements in board reports and director’s report (per accounting and regulatory requirements).
    • Monitor insider trading blackout periods and share transfer restrictions for employees.
    • Re-approve or top-up ESOP pools when required and file MGT-14 each time a new special resolution is passed. Ebizfiling

    12) Common pitfalls & compliance risks

    • Not obtaining/filing shareholder approval where required (or failing to attach explanatory statement). ICSI
    • Missing PAS-3 filing after allotment (late fees / legal risk). Fiscal Flow Website
    • Incorrect perquisite calculations, incorrect TDS or late TDS deposit. Income Tax India
    • Granting options to disallowed persons (e.g., some restrictions on promoters / large shareholders for listed companies). Reuters

    ESOP implementation checklist (copy-paste)

    1. Draft ESOP Policy & Scheme (include pool size, vesting & exercise rules).
    2. Verify AoA; prepare AoA amendment if required.
    3. Board resolution to approve ESOP draft and call EGM (if needed).
    4. Prepare explanatory statement and hold EGM — pass special resolution.
    5. File MGT-14 within 30 days. cleartax
    6. Issue Grant Letters; collect signed acceptance.
    7. Maintain ESOP register and update cap table.
    8. Track vesting; accept exercise notices and pass allotment resolution.
    9. File PAS-3 within prescribed period after allotment. Fiscal Flow Website
    10. Compute perquisite value; deduct and deposit TDS as required. Income Tax India
    11. Disclose ESOP movements in statutory reports; maintain records for audits.

    Quick timelines (typical)

    • Board approval → within days (depending on calendar)
    • Shareholder approval (EGM) → allow 21 days notice + meeting scheduling
    • MGT-14 filing → within 30 days of passing resolution. cleartax
    • PAS-3 allotment filing → within 15–30 days of allotment (depending on private placement/public allotment rules). Fiscal Flow Website

    Conclusion

    An ESOP is a strategic instrument — when designed and executed properly it drives ownership culture and retention. But ESOPs also bring a web of corporate, tax and securities rules that must be respected. Follow a structured process: design the policy, secure board and shareholder approvals, maintain statutory registers, handle vesting/exercise formalities carefully, file required RoC forms on time and treat tax/TDS obligations as a first-class part of the process.

    Saving Mantra can help you with ESOP policy drafting, board/EGM pack preparation, MGT-14 & PAS-3 filings, tax computation templates, and continuous compliance dashboards to automate reminders and reports.


    The information provided in this blog is for general informational and educational purposes only and should not be construed as legal, tax, or professional advice. While every effort has been made to ensure accuracy and compliance with the applicable provisions of the Companies Act, 2013 and related rules, laws and regulations may change over time and interpretations may vary based on specific facts and circumstances.

    All services are subject to applicable laws, rules, and government approvals prevailing at the time of execution.

  • Steps by Step Process for Obtaining DIN (Director Identification Number)

    A Director Identification Number (DIN) is a unique 8-digit identifier issued by the Ministry of Corporate Affairs (MCA) to any individual who wishes to become a director in an Indian company.
    DIN is mandatory for:

    • Appointment as a Director in any company
    • Filing returns, forms, or documents under the Companies Act
    • Acting as a director in one or multiple companies

    This Saving Mantra guide explains the complete DIN registration process, eligibility, required documents, and compliance responsibilities.


    1. What is DIN and Why Is It Required?

    DIN is a permanent number assigned to a person who intends to act as a director. Once issued:

    • It never expires
    • It stays linked to the individual, even if they change companies
    • It ensures transparency and traceability in corporate governance

    DIN enables authorities to track a director’s involvement across various companies.


    2. Eligibility Criteria for Obtaining DIN

    An individual must:

    • Be at least 18 years old
    • Be legally competent
    • Not be disqualified under the Companies Act
    • Provide valid identity and address proof
    • Hold a valid Digital Signature Certificate (DSC) (mandatory for e-filing)

    Foreign nationals may also apply for DIN with notarized and apostilled documents.


    3. Step-by-Step Process for Obtaining DIN

    Step 1: Obtain Digital Signature Certificate (DSC)

    A DSC is required to sign the DIN application electronically.
    The applicant must submit:

    • PAN (mandatory for Indian citizens)
    • Address proof
    • Photograph
    • Email and mobile verification

    Once issued, the DSC is mapped to the applicant’s name.


    Step 2: Prepare DIN Application (Form DIR-3)

    DIN is applied using Form DIR-3, unless the applicant is a proposed director in a new company (then DIN is allotted through SPICe+ form during incorporation).

    In DIR-3, the applicant must enter:

    • Full name
    • Father’s name
    • Date of birth
    • Address
    • Identity details
    • Declaration of non-disqualification

    Step 3: Attach Required Documents to DIR-3

    Essential attachments include:

    • Identity proof (PAN mandatory for Indians; Passport for foreign nationals)
    • Address proof (Aadhaar, driving license, voter ID, utility bill)
    • Latest photograph
    • Declaration signed by the applicant
    • Board Resolution proposing the appointment (if applicable)

    All documents must be self-attested. Foreign nationals must notarize and apostille.


    Step 4: Certification by a Professional

    DIR-3 must be digitally certified by a:

    • Company Secretary (CS)
    • Chartered Accountant (CA)
    • Cost Accountant (CMA)

    They verify the identity and authenticity of the applicant.


    Step 5: Upload DIR-3 on MCA Portal

    After preparing the form:

    • Log in to the MCA portal
    • Upload the DIR-3 form
    • Pay the applicable government fee

    Once filed successfully, an SRN (Service Request Number) is generated for tracking.


    Step 6: MCA Verification & Allotment of DIN

    MCA examines the application.
    If all details match and documents are clear:

    • DIN is allotted within 1–3 working days
    • The applicant receives an email confirmation
    • The DIN becomes active immediately

    If there are discrepancies, MCA may send a resubmission requirement.


    4. Documents Required for DIN Application

    For Indian Nationals

    • PAN Card (mandatory)
    • Aadhar / Passport / Voter ID / Driving License
    • Latest utility bill or bank statement (address proof)
    • Passport-size photograph

    For Foreign Nationals

    • Passport (mandatory)
    • Address proof (must be notarized & apostilled)
    • Photograph

    Additional Documents

    • Declaration by the applicant
    • Board Resolution (if applying via DIR-3)

    5. DIN Allotment Timelines

    TaskTime
    DSC issuance1 day
    DIR-3 preparation1 day
    MCA approval1–3 days

    Total estimated time: 3–5 working days


    6. Post-DIN Compliance Responsibilities

    Once DIN is allotted, the director must:

    • Use DIN for all MCA filings
    • Notify changes in personal details (using DIR-6)
    • Update KYC every year through DIR-3 KYC
    • Retain login and DIN documents securely

    Failure to complete annual DIN KYC leads to deactivation.


    7. Common Reasons for DIN Application Rejection

    • Mismatch of name with PAN
    • Blurry or incomplete documents
    • No DSC or expired DSC
    • Incorrect birthdate or address
    • Missing professional certification
    • Improper/notarized documents for foreign nationals

    Saving Mantra ensures all documents meet MCA standards to avoid resubmissions.


    Conclusion

    Obtaining a DIN is the first and most essential step toward becoming a director in India. By following the correct documentation process, validating identity details, and completing MCA filings accurately, the DIN can be obtained quickly and efficiently.

    The information provided in this blog is for general informational and educational purposes only and should not be construed as legal, tax, or professional advice. While every effort has been made to ensure accuracy and compliance with the applicable provisions of the Companies Act, 2013 and related rules, laws and regulations may change over time and interpretations may vary based on specific facts and circumstances. All services are subject to applicable laws, rules, and government approvals prevailing at the time of execution.

  • Appointment of Designated Partner in an LLP-Steps by Step Process

    A Designated Partner plays a crucial statutory role in a Limited Liability Partnership (LLP). They are responsible for ensuring compliance, signing annual filings, maintaining books of accounts, and representing the LLP before the Registrar.
    Under the LLP Act, every LLP must have at least two Designated Partners, and at least one must be a resident of India.

    This Saving Mantra guide explains the end-to-end appointment process, required documentation, MCA filing steps, and compliance rules.


    1. Understanding Who Can Be a Designated Partner

    An individual is eligible to become a Designated Partner if they:

    • Are at least 18 years old
    • Are not disqualified under the LLP Act
    • Possess a valid Digital Signature Certificate (DSC)
    • Possess a Designated Partner Identification Number (DPIN) or apply for one
    • Provide consent to act as a designated partner

    Unlike companies, LLPs do not require DIN; they require DPIN, which is generated through MCA filings.


    2. Step-by-Step Process for Appointment of a Designated Partner

    Step 1: Obtain Digital Signature Certificate (DSC)

    A DSC is mandatory for signing LLP forms.
    If the incoming partner does not have one, it must be procured first through a licensed certifying authority.


    Step 2: Apply for DPIN (if not available)

    If the partner does not already have a Designated Partner Identification Number:

    • File DIR-3 (if applicable) or apply during incorporation/other filings.
    • Attach ID proof, address proof, photograph, and DSC.

    Once approved, MCA issues a unique DPIN.


    Step 3: Obtain Consent to Act as a Designated Partner

    The incoming partner must provide:

    • Consent Letter to act as a Designated Partner
    • Declaration of non-disqualification under the LLP Act
    • KYC documents (PAN, Aadhaar, address proof)

    The LLP should maintain these documents in its statutory records.


    Step 4: Execute Supplementary LLP Agreement

    To officially include the new partner and their profit-sharing ratio, a Supplementary LLP Agreement must be drafted and executed.

    Key updates include:

    • Name of new designated partner
    • Rights and duties
    • Contribution details
    • Updated profit-sharing ratio

    The agreement must be executed on non-judicial stamp paper as per state stamp laws.


    Step 5: File Form LLP-3 for Agreement Changes

    File Form LLP-3 on the MCA portal to submit the updated LLP Agreement.

    Attach:

    • Supplementary LLP Agreement (PDF)
    • Resolution/Consent of Partners
    • Any other supporting documents

    Step 6: File Form LLP-4 (Notice of Appointment)

    This is the main statutory filing for appointment.

    Form LLP-4 includes:

    • DPIN of the incoming designated partner
    • Date of appointment
    • Consent letter
    • Personal KYC details

    After submission and approval, the partner is officially recorded as a Designated Partner in the MCA database.


    3. Documents Required

    For the Designated Partner

    • PAN Card
    • Aadhaar / Passport / Voter ID
    • Latest address proof (utility bill or bank statement — not older than 2 months)
    • Passport-size photo
    • DSC
    • Consent letter to act as a designated partner
    • Declaration of eligibility

    For the LLP

    • Board / Partner Resolution
    • Supplementary LLP Agreement
    • Updated partner list
    • Registered office documents (if required)

    4. Timeline Summary

    StepApprox. Time
    DSC procurement1 day
    DPIN approval1–2 days
    Drafting & signing Supplementary Agreement1 day
    Filing LLP-3 & LLP-41 day
    MCA approval2–3 days

    Total estimated time: 4–7 working days.


    5. Responsibilities of a Designated Partner

    Once appointed, the designated partner must:

    • Ensure timely annual filings (Form 8 & Form 11)
    • Maintain books of accounts
    • Represent the LLP legally
    • Manage compliance and statutory registers
    • Ensure changes in LLP are filed within deadlines
    • Cooperate in audits and regulatory inspections

    6. Practical Tips from Saving Mantra

    • Always verify DPIN details before filing LLP-4 to avoid rejection.
    • Ensure the DSC of the new partner is active and mapped to their DPIN.
    • Draft a clear Supplementary Agreement outlining roles and contribution.
    • Keep proper internal records for audit and legal verification.
    • For multiple appointments, sequence LLP-3 and LLP-4 filings correctly.

    Conclusion

    The appointment of a Designated Partner is a legally significant step and must be completed with accurate documentation and timely MCA filings. A structured workflow ensures compliance and protects the LLP from penalties or delays.

    The information provided in this blog is for general informational and educational purposes only and should not be construed as legal, tax, or professional advice. While every effort has been made to ensure accuracy and compliance with the applicable provisions of the Companies Act, 2013 and related rules, laws and regulations may change over time and interpretations may vary based on specific facts and circumstances. All services are subject to applicable laws, rules, and government approvals prevailing at the time of execution.

  • Step-by-step Process for Form INC-20A — Declaration for Commencement of Business (India)

    Form INC-20A is the statutory declaration that directors file with the Registrar of Companies (RoC) to confirm that a newly incorporated company (with share capital) has received its subscription money and is ready to commence business. This guide gives a concise, practical, step-by-step workflow, the documents you must attach, timings, common errors, and a ready checklist you can copy into your compliance tracker. TaxGuru+1


    Who must file INC-20A and when

    • Applicability: Any company incorporated on or after 2 November 2018 which has share capital must file Form INC-20A before commencing business. TaxGuru+1
    • Deadline: File within 180 days from the date of incorporation. Failure to file within this period attracts penalties and may lead to director-level penalties or other actions by the RoC. cleartax+1

    Quick overview — Why INC-20A?

    Filing INC-20A confirms two primary things to the RoC:

    1. Every subscriber to the Memorandum has paid the value of the shares agreed to be taken by them.
    2. The company is ready to commence business / exercise borrowing powers (subject to sectoral approvals if applicable). Indian Kanoon+1

    Step-by-step filing process

    1. Board meeting & resolution

    • Convene a Board meeting to approve the declaration that the company is ready to commence business.
    • Record and pass a resolution authorizing a director to sign and file Form INC-20A.
    • If the company’s object requires sectoral approvals (RBI/SEBI/IRDA etc.), the resolution should confirm that approvals have been obtained or are in place. India Filings

    2. Collect evidence of subscription money receipt

    • Obtain a bank statement / bank certificate showing the receipt of subscription money from each subscriber mentioned in the MoA. The bank evidence must clearly link the amounts to the company’s account and subscriber names. India Filings

    3. Prepare director declarations & affidavits

    • Directors prepare the statutory declaration under Section 10A (included in INC-20A).
    • Obtain the director’s declaration that the statements in the form are true. The contents of INC-20A must be certified/verified by a practicing CA / CS / CMA. Indian Kanoon+1

    4. Attach required documents

    Common attachments (attach scanned PDFs when uploading) include:

    • Bank statement / bank certificate evidencing subscription amount.
    • Copy of the Board resolution authorizing filing.
    • Proof of registered office (if applicable).
    • Copies of sectoral regulatory approvals (if the company’s objects require them).
    • Certification by practicing CA/CS/CMA (certificate of verification). India Filings+1

    5. Fill INC-20A on MCA portal (MCA 3.0 / as applicable)

    • Login to MCA, select e-form INC-20A.
    • Enter company CIN, incorporation date, director details, bank proof details and attach the scanned documents.
    • Sign the form using the Digital Signature Certificate (DSC) of the filing director (or authorized signatory). The practicing professional’s certificate must also be attached. Setindiabiz

    6. Submit & pay fees (if applicable)

    • Submit the form and pay any filing fees. The form will be processed by the RoC. Keep the SRN / acknowledgement for records.

    7. Maintain records

    • Store all attachments, the filing acknowledgement and the board minutes in the statutory records. INC-20A evidence is frequently requested during audits or regulator reviews. India Filings

    Timeline & penalties — be strict on deadlines

    • When to file: Within 180 days of incorporation. cleartax
    • Consequences of non-filing: Penalties on the company and every officer in default; in severe cases, RoC may initiate strike-off or other action. Recent regulatory actions show significant penalties where INC-20A was not filed timely. IndiaFilings+1

    Common mistakes to avoid

    • Relying on memoranda without a proper bank statement showing subscriber payments. India Filings
    • Forgetting certification by a practicing CA/CS/CMA — INC-20A requires professional verification. Indian Kanoon
    • Uploading poor-quality scans that obscure bank references or dates.
    • Filing after 180 days — late filing attracts penalties and can trigger further compliance scrutiny. IndiaFilings
    • Not attaching sectoral approvals where required (RBI/SEBI/other licences).

    Practical checklist (copy-paste into your compliance tracker)

    1. Board resolution authorizing INC-20A filing — signed and dated.
    2. Bank statement / bank certificate with subscriber receipts (PDF).
    3. Director’s declaration (signed).
    4. Professional verification certificate (CA/CS/CMA) — signed & stamped.
    5. Sectoral approvals (if applicable).
    6. DSC of filing director / authorized signatory.
    7. Upload INC-20A on MCA + pay fees.
    8. Save SRN / acknowledgement; file in statutory records.

    Use cases where INC-20A is not required

    • Companies incorporated before 2 November 2018.
    • Companies without share capital (e.g., Section 8 companies without share capital). TaxGuru

    Conclusion

    Form INC-20A is a short form but a high-impact compliance — it’s the formal gatekeeper between incorporation and actual business operations for companies with share capital. Completing INC-20A correctly, with clear bank evidence and professional verification, prevents downstream penalties and keeps the company’s ROC record clean. Saving Mantra streamlines this flow with templates, document checklists, role assignments (who signs/attaches what), and reminders so you never miss the 180-day window.


    The information provided in this blog is for general informational and educational purposes only and should not be construed as legal, tax, or professional advice. While every effort has been made to ensure accuracy and compliance with the applicable provisions of the Companies Act, 2013 and related rules, laws and regulations may change over time and interpretations may vary based on specific facts and circumstances.
    All services are subject to applicable laws, rules, and government approvals prevailing at the time of execution.

  • Steps by Step Process for Auditor Appointment

    Statutory auditor appointment is a mandatory compliance requirement for every company under the Companies Act, 2013. Whether you are appointing the first auditor, subsequent auditor, or filling a casual vacancy, the procedure involves specific resolutions, documentation, and MCA filings.

    This Saving Mantra guide explains the process in a clear, actionable workflow.


    1. Types of Auditor Appointments

    Before following the procedure, identify the category of appointment:

    a) First Auditor

    • Appointed by Board of Directors within 30 days of incorporation.
    • If the Board fails, shareholders must appoint at an EGM within 90 days.

    b) Subsequent Auditor

    • Appointed in the AGM for a term of 5 years.
    • Requires filing of Form ADT-1 with MCA.

    c) Auditor Appointed Due to Casual Vacancy

    • If auditor resigns or vacancy occurs due to other reasons, the Board appoints within 30 days.
    • If vacancy is due to resignation, approval by shareholders in a GM is required within 3 months.

    2. Step-by-Step Process for Auditor Appointment


    Step 1: Obtain Written Consent & Eligibility Certificate

    Before appointment, the proposed auditor must provide:

    • Consent to act as auditor
    • Certificate under Section 141 confirming eligibility, independence, and no disqualification
    • Disclosure of:
      • Number of audits within permissible limits
      • Valid registration details
      • Compliance with ethical standards

    Step 2: Hold a Board Meeting

    The Board passes a resolution to:

    • Approve appointment of the auditor
    • Fix remuneration (if applicable)
    • Authorize a director/CS to file Form ADT-1 and issue appointment letter

    For first auditor appointments, Board resolution is sufficient (no shareholder approval unless the Board fails to appoint).


    Step 3: Convene the AGM / General Meeting (if applicable)

    For subsequent auditor appointment or resignation-related vacancy, a General Meeting is required.

    Actions:

    • Issue notice to members
    • Include an ordinary resolution proposing the auditor’s appointment
    • Present all eligibility documents and justification for appointment

    Step 4: Members Approve the Auditor Appointment

    In the AGM/EGM:

    • Members pass the Ordinary Resolution
    • Auditor is appointed for the specified term
    • Remuneration is approved (unless delegated to the Board)

    Step 5: File Form ADT-1 with MCA

    This is a mandatory step for auditor appointments (except some first auditors).

    Key details of ADT-1 filing:

    • Filed within 15 days of appointment
    • Attachments include:
      • Auditor consent letter
      • Eligibility certificate
      • Copy of resolution
      • Appointment letter (optional)

    Step 6: Issue Appointment Letter to Auditor

    The company must send a formal appointment letter specifying:

    • Term and scope of audit
    • Fees & payment terms
    • Rights and duties of the auditor
    • Expectations regarding reporting and timelines

    Step 7: Update Statutory Registers & Records

    • Update Register of Auditors
    • Maintain all resolutions, notices, and returns in the statutory record book
    • Ensure all digital files (supporting documents, ADT-1 SRN) are preserved for audit trail

    3. Documents Required

    • Consent letter from auditor
    • Eligibility & independence certificate (Sec. 141)
    • Board resolution
    • EGM/AGM resolution (if applicable)
    • Appointment letter
    • Copy of resignation letter (if casual vacancy due to resignation)
    • Form ADT-1 and its attachments

    4. Timelines Overview

    ActivityTime Limit
    First auditor by BoardWithin 30 days of incorporation
    First auditor by shareholdersWithin 90 days of Board’s failure
    Subsequent auditor appointmentAt every AGM
    Filing ADT-1Within 15 days of AGM/appointment
    Casual vacancy appointmentBoard within 30 days, GM approval within 3 months

    5. Saving Mantra Tips for Smooth Auditor Appointment

    • Ensure auditor is not disqualified under Section 141.
    • Always obtain consent and certificate before passing resolutions.
    • Double-check ADT-1 attachments; incorrect documents cause rejection.
    • Keep resolutions and filings aligned to your internal compliance calendar.
    • Use Saving Mantra’s centralized compliance workflow to automate reminders and maintain documentation.

    Conclusion

    Auditor appointment is more than a formal process—it ensures financial integrity, statutory compliance, and transparency in your organization. By following the correct procedure and timelines, companies avoid penalties and ensure smooth regulatory filings.

    Saving Mantra helps businesses complete auditor appointments end-to-end, from drafting resolutions to filing ADT-1 and managing statutory registers.

    The information provided in this blog is for general informational and educational purposes only and should not be construed as legal, tax, or professional advice. While every effort has been made to ensure accuracy and compliance with the applicable provisions of the Companies Act, 2013 and related rules, laws and regulations may change over time and interpretations may vary based on specific facts and circumstances. All services are subject to applicable laws, rules, and government approvals prevailing at the time of execution.

  • Step-by-Step Process for Filing ADT-1 – Auditor Appointment (Companies Act, 2013)

    Every company registered under the Companies Act, 2013 must appoint a statutory auditor to ensure financial transparency, compliance, and reliability of accounts. The appointment of the auditor must be formally reported to the Ministry of Corporate Affairs (MCA) through Form ADT-1.

    This blog provides a clear, step-by-step guide to filing ADT-1, required documents, timelines, and legal provisions—making the compliance process simple and error-free.


    Introduction

    ADT-1 is the official form used by companies to intimate the Registrar of Companies (ROC) about the appointment of their statutory auditor.

    The appointment must be made:

    • At the first AGM (Annual General Meeting), or
    • By the Board of Directors in case of first auditor

    Carrying out this filing correctly ensures compliance with Section 139 of the Companies Act, 2013. Failure to file ADT-1 may result in penalties.


    Step-by-Step Process for Filing ADT-1


    1. Identify the Type of Auditor Appointment

    There are two scenarios:

    a) First Auditor

    Appointed by the Board within 30 days of incorporation.

    b) Auditor at AGM

    Appointed by shareholders for a term of 5 years (subject to AGM ratification if applicable).


    2. Conduct the Board Meeting

    The Board must:

    • Approve the proposal for appointment
    • Fix the auditor’s remuneration
    • Authorize a director or company secretary to file ADT-1

    A Board Resolution is mandatory.


    3. Obtain Written Consent from the Auditor

    The auditor must provide:

    • Consent letter (Section 139(1) compliance)
    • Certificate confirming eligibility under Section 141, including:
      • Not disqualified
      • Not holding limits beyond allowable audits
      • No conflicts of interest

    These documents must be attached in ADT-1.


    4. Pass the Resolution at the AGM (If Applicable)

    For regular auditor appointment (not first auditor):

    Shareholders pass an Ordinary Resolution in the AGM approving:

    • Auditor’s name
    • Tenure (usually 5 years)
    • Remuneration

    5. Prepare Documents Required for ADT-1 Filing

    Mandatory Attachments:

    1. Copy of the Board Resolution / AGM Resolution
    2. Consent letter from Auditor
    3. Eligibility certificate from Auditor
    4. Intimation letter sent to Auditor (optional but recommended)

    6. Fill the ADT-1 Form on MCA Portal

    The form captures details such as:

    • Company CIN
    • Auditor’s name and firm registration number
    • Tenure of appointment
    • AGM date / Board meeting date
    • Auditor’s address and PAN
    • Category: First Auditor or Appointed in AGM

    After validation, attach the required documents and digitally sign the form (DSC of Director/Secretary).


    7. Upload ADT-1 and Pay Filing Fees

    Filing fees depend on authorised share capital (as per Companies Registration Office norms).

    Once fees are paid, the form is processed by the ROC.


    8. ROC Approval

    After successful processing, the ROC approves the form.
    The company can download:

    • Acknowledgement
    • Challan with SRN details

    This marks the completion of the statutory auditor appointment compliance.


    Timeline for ADT-1 Filing

    ScenarioTimeline
    First Auditor AppointmentWithin 15 days of appointment
    Auditor Appointed at AGMWithin 15 days from date of AGM

    Late filing attracts additional fees per day as per MCA norms.


    Common Mistakes to Avoid

    • Uploading incorrect board/AGM resolution
    • Missing eligibility certificate
    • Wrong CIN or auditor details
    • Filing after the deadline
    • Uploading scanned documents of poor quality

    Saving Mantra ensures accuracy with automated templates, reminders, and compliance workflows.


    Conclusion

    Filing ADT-1 is a mandatory step for reporting the appointment of statutory auditors and maintaining financial governance under the Companies Act, 2013. By following the step-by-step process—right from board approval to ROC filing—companies can ensure timely compliance and avoid penalties.

    Saving Mantra provides end-to-end support for MCA filings, ROC compliances, audit workflows, and automated governance dashboards, making compliance effortless for businesses.

    The information provided in this blog is for general informational and educational purposes only and should not be construed as legal, tax, or professional advice. While every effort has been made to ensure accuracy and compliance with the applicable provisions of the Companies Act, 2013 and related rules, laws and regulations may change over time, and interpretations may vary based on specific facts and circumstances.

    All services are subject to applicable laws, rules, and government approvals prevailing at the time of execution.

  • Steps-by-step process for Name & Status Change

    Changing a company’s name or its legal status (for example, converting a private company to a public company, converting an OPC, or altering the class/category of the company) is a statutory procedure under the Companies Act and requires board/shareholder approvals plus specific MCA filings. This guide gives you a concise, production-ready checklist and workflow so you can complete the process with minimal risk and delay. India Law Offices+1


    Quick overview — two distinct processes

    1. Name change — when a company formally alters its registered name (new Certificate of Incorporation issued). Learn by Quicko
    2. Status (type/category) change — when the class or status of a company changes (e.g., private → public, OPC conversions, change in liability structure). This generally needs a special resolution and specific conversion forms. TaxGuru+1

    Step-by-step: Changing Company Name

    1) Board meeting — approve the proposal

    • Convene a board meeting and pass a resolution authorizing the name change and authorizing an officer (director/CS) to take next steps (name search, convene EGM). Learn by Quicko

    2) Check name availability / reserve name

    • Search MCA name availability. Reserve the preferred name (through available MCA name reservation service or via prescribed process). (Recommendation: shortlist 2–3 alternative names.)

    3) Convene an EGM & pass a Special Resolution

    • Call an Extraordinary General Meeting and pass a Special Resolution under Section 13 (or relevant sections) approving the new name and any MOA/AOA alterations.

    4) File MGT-14 (special resolution)

    • File Form MGT-14 with ROC within 30 days of passing the special resolution. TaxGuru

    5) File Form INC-24 (application for Central Government approval)

    • After MGT-14 SRN, file INC-24 (Application for approval of Central Government for change of name) along with required attachments (altered MOA/AOA where applicable, copy of EGM notice/minutes, affidavit, service of advertisement if required). On approval, ROC issues a fresh Certificate of Incorporation with the new name. CAIRR+1

    6) Post-approval compliance

    • Once fresh Certificate of Incorporation is issued: update official stationery, bank accounts, GST registrations, tax accounts, EPFO/ESIC records and notify stakeholders (clients, vendors, banks). Update MCA records (ROC portal) and ensure website, signboards and legal documents reflect the new name.

    Step-by-step: Changing Company Status / Type (e.g., Private → Public, OPC conversions)

    Note: Specific attachments and eligibility conditions vary depending on the conversion type. Always verify the particular conditions before filing. Compliance Calendar LLP+1

    1) Board meeting + EGM

    • Board approves calling an EGM to seek members’ approval for conversion. Pass the Special Resolution necessary for conversion and alteration of MOA/AOA clause(s) (if applicable).

    2) File MGT-14

    • File Form MGT-14 within 30 days after the special resolution. TaxGuru

    3) File the relevant conversion form

    • Common MCA forms for conversions:
      • INC-27 — application for conversion of company type/category (frequently used for Private ↔ Public conversions). TaxGuru
      • INC-6 — conversion related to One-Person Company (OPC) in specific cases. IndiaFilings
    • Attach the certified copies of resolutions, altered AOA/MOA, EGM minutes and other required annexures.

    4) ROC review and issue of approval

    • ROC examines the application and attachments. The ROC may ask for clarifications or additional documents. On satisfaction, ROC permits the conversion and updates the company status in records.

    5) Post-conversion filings & operational updates

    • Update bank accounts, contracts, regulatory registrations (GST, TAN, tax registrations), payroll records (PF/ESIC) and notify stakeholders. File any additional forms required by sectoral regulators (if applicable).

    Documents typically required (name & status changes)

    • Board resolution and minutes.
    • Special resolution and EGM minutes (with attendance sheet).
    • Copy of notice and explanatory statement (Section 102) where required.
    • Altered MOA / AOA (where clause changes are required).
    • Affidavit(s) by directors/CS (where required).
    • NOC(s) from lenders or other stakeholders (if encumbrances exist).
    • Any statutory declarations or sectoral approvals required for the specific change. ICSI+1

    Key forms & timelines (at a glance)

    • MGT-14 — File within 30 days of passing SR. TaxGuru
    • INC-24 — For name change (file after MGT-14); application to Central Government/ROC for new name. CAIRR
    • INC-27 — For conversion of company type/category (e.g., private → public). Compliance Calendar LLP
    • INC-6 / others — Specific conversions (OPC related) where applicable. IndiaFilings

    Practical tips from Saving Mantra

    • Plan sequencing carefully. MGT-14 SRN is often required before filing the principal form (INC-24 / INC-27); missing sequence causes rejections. LegalWiz.in
    • Document checklist. Prepare MOA/AOA drafts, certified copies of resolutions, and affidavits in advance to avoid delays.
    • Stakeholder communications. Notify lenders, major vendors and the bank before initiating conversions to avoid operational friction.
    • Use digital signatures. Ensure authorized signatories’ DSCs are valid to e-file forms without delay.
    • Record retention. Keep certified copies and proof of filings for statutory records and audits.

    Common pitfalls to avoid

    • Filing INC forms before MGT-14 SRN is generated. TaxGuru
    • Not attaching properly altered MOA/AOA or missing annexures.
    • Ignoring sectoral or contractual constraints (e.g., approvals required under other laws).
    • Failing to update statutory registrations (GST, PF/ESIC) after conversion/name change.

    Conclusion — How Saving Mantra helps

    Name and status changes require careful sequencing, precise documentation and timely e-filing. Saving Mantra offers end-to-end compliance support: drafting resolutions, preparing shareholder notices, validating documentation, e-filing with MCA, and post-filing regulatory updates. If you’d like, we can:

    • Draft your board/EGM documents and MOA/AOA amendments, or
    • Prepare the exact set of attachments for MGT-14, INC-24 or INC-27 and file them for you.

    The information provided in this blog is for general informational and educational purposes only and should not be construed as legal, tax, or professional advice. While every effort has been made to ensure accuracy and compliance with the applicable provisions of the Companies Act, 2013 and related rules, laws and regulations may change over time and interpretations may vary based on specific facts and circumstances. All services are subject to applicable laws, rules, and government approvals prevailing at the time of execution.

  • INC-2 Incorporation and Nomination (OPC)

    One Person Company (OPC) is a popular structure for solo entrepreneurs and professionals who want limited liability and organized business operations. The incorporation process was earlier done using Form INC-2—a dedicated form for OPC registration and nomination of the sole member.

    This blog explains the complete step-by-step process, documents required, nomination rules, and compliance aspects related to OPC incorporation through INC-2 (as applicable for reference and older cases).


    Introduction

    OPC was introduced under the Companies Act, 2013 to support individual entrepreneurs who want the protection of a company structure without the complexity of multiple shareholders.

    Form INC-2 played a crucial role in:

    • Filing the incorporation application
    • Defining the member’s details
    • Adding a nominee who automatically becomes the member if the original member dies or becomes incapacitated

    Although the SPICe+ system has replaced INC-2 for new incorporations, many businesses still need step-based guidance for legal referencing, historical filings, and understanding the compliance structure.


    Step-by-Step Process for INC-2 OPC Incorporation & Nomination


    1. Check Eligibility for OPC Incorporation

    Before applying through INC-2, ensure the applicant meets OPC conditions:

    • Only one member allowed
    • Member must be an individual and an Indian citizen
    • Member must be a resident of India (stay ≥ 182 days in a year)
    • A person cannot incorporate more than one OPC
    • OPC must convert to a private/public company if thresholds are exceeded

    2. Obtain Digital Signature Certificate (DSC)

    The first step is obtaining a DSC for:

    • Proposed Member
    • Proposed Nominee
    • Professional certifying the form (CA/CS/CMA)

    Documents Needed:

    • PAN
    • Aadhaar / Address proof
    • Photo
    • Email & mobile OTP

    3. Apply for Director Identification Number (DIN)

    If the proposed director does not have a DIN, apply through:

    • INC-3 (Nominee consent verification)
    • DIN allotment inside the incorporation process

    DIN becomes the unique director identity number.


    4. Decide the Proposed Company Name

    OPC name must follow the naming rules:

    • Should end with “(OPC) Private Limited”
    • Should not conflict with an existing trademark
    • Must match the company’s main activity

    You may conduct an optional RUN form name reservation.


    5. Prepare Required Documents for Incorporation

    Documents of Member & Nominee

    • PAN
    • Aadhaar
    • Address proof (Bank statement / Electricity bill)
    • Latest passport-size photo
    • Email ID & mobile number

    Documents for Registered Office

    • Rent agreement / lease deed
    • Owner NOC
    • Utility bill not older than 2 months

    Company Documents

    • MoA (INC-33)
    • AoA (INC-34)
    • Declaration by professional (INC-8)
    • Affidavit & declarations (INC-9)

    6. Obtain Consent of Nominee – Form INC-3

    Every OPC must have a nominee.

    INC-3 includes:

    • Nominee’s personal details
    • Consent to act as member upon death/incapacity of original member
    • Identity & address proofs

    This consent is attached inside INC-2.


    7. Fill Out Form INC-2 (OPC Incorporation Form)

    INC-2 was the dedicated form for OPC incorporation.

    Key details captured in INC-2:

    • Member information
    • Nominee details (pre-filled from INC-3)
    • Company name
    • Registered office address
    • Capital structure
    • MoA & AoA attachments
    • DIN allotment request
    • Professional certification

    8. Attach Mandatory Documents in INC-2

    Typical attachments include:

    • MoA (INC-33)
    • AoA (INC-34)
    • Identity/address proof of member & nominee
    • Registered office proof + NOC
    • INC-3 (Nominee consent)
    • Affidavits (INC-9)
    • Professional certification
    • Declaration of compliance

    9. Certification by Professional

    A practicing CA/CS/CMA must verify the form.
    They confirm:

    • Applicant eligibility
    • Validity of documents
    • Compliance with Companies Act

    Incorrect certification can lead to penalties.


    10. Upload INC-2 on MCA Portal & Pay Fees

    Once the form is signed and validated, upload on the MCA portal.
    Fees depend on:

    • Authorized capital
    • Stamp duty based on state

    11. MCA Processing & Certificate of Incorporation (COI)

    After verification, MCA issues the Certificate of Incorporation, which includes:

    • CIN (Corporate Identification Number)
    • PAN
    • TAN
    • Date of Incorporation

    This confirms that the OPC is legally formed.


    Post-Incorporation Requirements

    Once the OPC is incorporated, the company must:

    • Open a bank account
    • Appoint auditor within 30 days
    • File INC-20A (Commencement of business)
    • Maintain statutory registers
    • Keep accounting books
    • Follow annual ROC filings (AOC-4 & MGT-7A)

    Advantages of OPC Registration

    • 100% control with one individual
    • Limited liability protection
    • Easy to manage
    • Lower compliance compared to private limited
    • Smooth conversion into a private company when business grows

    Conclusion

    INC-2 was an important form in the history of OPC incorporation—covering member details, nominee appointment, and complete company setup in one place. Understanding its step-by-step structure helps entrepreneurs, consultants, and compliance professionals navigate OPC regulations more confidently.

    Saving Mantra supports entrepreneurs with OPC registration, MCA filings, legal documentation, and a complete compliance dashboard to manage their business seamlessly.

    The information provided in this blog is for general informational and educational purposes only and should not be construed as legal, tax, or professional advice. While every effort has been made to ensure accuracy and compliance with the applicable provisions of the Companies Act, 2013 and related rules, laws and regulations may change over time, and interpretations may vary based on specific facts and circumstances.

    All services are subject to applicable laws, rules, and government approvals prevailing at the time of execution.