28
How to set up an enterprise A brief guidebook for the new entrepreneur Self-belief to Self-reliance

How to set up an enterprise - Yudhishthir Ruiayudhishthirruia.com/wp-content/uploads/2017/09/... · 2017-09-23 · You make the decisions, you decide who to work with and what work

  • Upload
    others

  • View
    2

  • Download
    0

Embed Size (px)

Citation preview

Page 1: How to set up an enterprise - Yudhishthir Ruiayudhishthirruia.com/wp-content/uploads/2017/09/... · 2017-09-23 · You make the decisions, you decide who to work with and what work

HowtosetupanenterpriseAbriefguidebookforthenewentrepreneur

Self-belieftoSelf-reliance

Page 2: How to set up an enterprise - Yudhishthir Ruiayudhishthirruia.com/wp-content/uploads/2017/09/... · 2017-09-23 · You make the decisions, you decide who to work with and what work

For any country to truly progress, its rural economy must be vibrant and inclusive. Studies have proven how crucial women's role is in the growth of the rural economy. Women's financial independence is a major aspect in their journey to empowerment where entrepreneurship has proven to be a significant enabler.

When I visited villages around Hazira (in Surat, Gujarat) in August-September 2016, I observed there is great interest in the women to go beyond their conven�onal domes�c roles. However, to do that, there is a need to explore new avenues, build on exis�ng skills and gain exposure to the world of entrepreneurship. That is how project 'Anthaprerna' came into being.

'Anthaprerna', which means 'self-inspired' in Sanskrit, takes roots in the fact that self-confidence is the essence of an entrepreneur, and it is something that can be further nurtured through training, educa�on and handholding. We are currently helping women of eight villages in and around Hazira to develop bakery and tailoring skills, while nurturing them as entrepreneurs.

The success of women entrepreneurs will inspire several others to step into financial independence. This guidebook has been prudently developed as a resourceful and concise compila�on of informa�on for new and aspiring entrepreneurs, and I am op�mis�c that it will be greatly beneficial.

Yudhishthir Ruia

Foreword

Page 3: How to set up an enterprise - Yudhishthir Ruiayudhishthirruia.com/wp-content/uploads/2017/09/... · 2017-09-23 · You make the decisions, you decide who to work with and what work

Why Entrepreneurship? --------------------------------------------------

Sec�on -1

1.1 Choosing a Form of Business ----------------------------------

1.2 Naming and Registering a Business --------------------------

Sec�on -2

2.1 Se�ng up a Business Enterprise ------------------------------

2.2 Crea�ng a Business Plan ----------------------------------------

2.3 Procedures for Company Registra�on ----------------------

Sec�on -3

3.1 Legal and Regulatory Aspects ---------------------------------

Contents

1

3

6

9

11

18

20

23

Page 4: How to set up an enterprise - Yudhishthir Ruiayudhishthirruia.com/wp-content/uploads/2017/09/... · 2017-09-23 · You make the decisions, you decide who to work with and what work

2

Page 5: How to set up an enterprise - Yudhishthir Ruiayudhishthirruia.com/wp-content/uploads/2017/09/... · 2017-09-23 · You make the decisions, you decide who to work with and what work

Why Entrepreneurship?

Pu�ng Your Own Ideas to Work

The freedom to pursue your own ideas and intui�on is a major advantage. You should spend your �me and energy focusing on developing your own ideas and conver�ng them into a successful business model.

You Are Your Own Boss

You make the decisions, you decide who to work with and what work to do. There may be instances where you don't agree with the corporate culture of a firm, or how they conduct business. Here you get to choose how you will run the business, what corporate culture to ins�ll. Google, at the start up stage had a simple mo�o - “Don't Be Evil”. They are known to have a corporate culture which is far different to the prevalent corporate culture. By star�ng their own company, the founders had a chance to infuse culture and business prac�ces they believed in and you can do the same when you start your own company.

Choosing the Loca�on

Choosing a business loca�on will be your own decision. You may choose to operate close to your market, or you may choose to operate close to home. The decision is en�rely yours.

Large Earning Poten�al

By star�ng your own business, you will be the owner and own most of the equity. If your business is successful, you have the poten�al to earn a lot more. Some people may view their jobs having no career growth or financial growth prospects. If you feel the same way, then maybe it is �me for you to consider star�ng your own business. However, the downside is that there is no guaranteed pay check, but then again, there is no guarantee for your job security as an employee.

3

Page 6: How to set up an enterprise - Yudhishthir Ruiayudhishthirruia.com/wp-content/uploads/2017/09/... · 2017-09-23 · You make the decisions, you decide who to work with and what work

Choose Your Working Hours

More than anything, this offers flexibility in working hours rather than working less. Most successful start-ups are the result of long hours and hard work. But the upside here is that you get to choose when to go on vaca�on, when to work and so forth. Just as long as you get the required work done, there is no stopping the flexibility.

Get Involved in the Opera�ons of Your Business

Since the start-up is your idea, your business, you are free to involve yourself in any aspect of running the business. This is best illustrated by an example. Steve Jobs, the co-founder of Apple Inc., involved himself in every step of the business, right from idea genera�on to design, manufacturing, marke�ng and the in-store experience. He was able to devote himself en�rely to his business and as a result his products and company are one of the best in the world. Seeing your business grow from ground up can be very sa�sfying and fulfilling.

Make Your Business a Family Asset

Many of us want to leave behind a sense of financial security for our family. For example, since you will own most of the equity in the company, you can pass it down to further genera�ons so that they have a sense of security. Maybe your children can take over running the business from you when you are ready to re�re. Family businesses can also provide employment to other members of the family.

About the Guidebook

This is a brief step-by-step guide to star�ng an enterprise. The guidebook will take you through the essen�al aspects to consider, the processes to follow and also the basic legal requirements in se�ng up an enterprise in India.

4

Page 7: How to set up an enterprise - Yudhishthir Ruiayudhishthirruia.com/wp-content/uploads/2017/09/... · 2017-09-23 · You make the decisions, you decide who to work with and what work

5

Page 8: How to set up an enterprise - Yudhishthir Ruiayudhishthirruia.com/wp-content/uploads/2017/09/... · 2017-09-23 · You make the decisions, you decide who to work with and what work

Sec�on 1

STARTING A BUSINESS

No one ever said it was easy being an entrepreneur. Many entrepreneurial success stories have come from the fact that people pursued their passions and dreams. Besides, enthusiasm and perseverance will be extremely important to the success of the enterprise idea.

An entrepreneur should be able to undertake the task of preparing the business plan personally. Although outsiders - consultants, accountants, and lawyers - should be tapped for their advice and exper�se, the promoter or the core management team should be responsible for the wri�ng of a business plan. Personally dra�ing the plan will enable the entrepreneurs to think through all aspects of the proposed business and ensure that they are familiar with all the necessary details, for they will have to make decisions about the new venture and be responsible for those decisions.

1.1 Choosing a Form of Business Organiza�on

The form of business you choose is very crucial because it determines the power, control, risk and responsibility of the entrepreneur as well as the division of profits and losses.

The choice of the form of business is governed by several interrelated and interdependent factors:

The nature of business is the most important factor. Businesses providing direct services like tailors and restaurants or professional services like doctors and lawyers are generally organized as proprietary concerns. While businesses requiring pooling of skills and funds like accoun�ng firms are be�er organised as partnerships. Large manufacturing organisa�ons are more commonly setup as private and public companies.

6

Page 9: How to set up an enterprise - Yudhishthir Ruiayudhishthirruia.com/wp-content/uploads/2017/09/... · 2017-09-23 · You make the decisions, you decide who to work with and what work

Scale of opera�ons i.e. volume of business (large, medium, small, micro) and size of the market area (local, na�onal, interna�onal).

Other factors to consider are:

Ÿ The degree of control desired by the owner(s).Ÿ Amount of capital required for the establishment and opera�on of a business.Ÿ The volume of risks and liabili�es as well as the willingness of the owners to

bear it.Ÿ Compara�ve tax liability.

Some of the forms of business organiza�ons are:

Sole Proprietorship

It is a one-man organiza�on where a single individual owns, manages and controls the business. This form of organiza�on is suitable for the businesses which involve moderate risk, small financial resources, capital requirement is small and risk involvement is not heavy, like automobile repair shops, small bakery shops, tailoring, etc.

Partnership firm

A partnership is formed by an agreement, which may be either wri�en or oral. When the wri�en agreement is duly stamped and registered, it is known as "Partnership Deed". Ordinarily, the rights, du�es and liabili�es of partners are laid down in the deed. But in the case where the deed does not specify the rights and obliga�ons, the provisions of The Indian Partnership Act, 1932 will apply. Partnership is an appropriate form of ownership for medium sized business involving limited capital. This may include small scale industries, wholesale and retail trade; small service concerns like transport agencies, real estate brokers; professional firms like chartered accountants, doctors' clinic, a�orney or law firms etc.

Co-opera�ves

Co-opera�ve organisa�on is a society which has as its objec�ves for promo�on of the interests of its members in accordance with the principles of coopera�on. It is a voluntary associa�on of ten or more members residing or working in the same locality, who join together on the basis of equality for the fulfillment of their economic or business interest. It is subjected to the provisions of the Co-opera�ve Socie�es Act, 1912 or State Co-opera�ve Socie�es Act.

7

Page 10: How to set up an enterprise - Yudhishthir Ruiayudhishthirruia.com/wp-content/uploads/2017/09/... · 2017-09-23 · You make the decisions, you decide who to work with and what work

Private Limited Company

A private limited company is a voluntary associa�on of not less than two and not more than fi�y members, whose liability is limited ,the transfer of whose shares is limited to its members and who is not allowed to invite the general public to subscribe to its shares or debentures. A private company is preferred by those who wish to take the advantage of limited liability but at the same �me desire to keep control over the business within a limited circle and maintain the privacy of their business.

And other forms of business organiza�ons are:

Ÿ Public Limited Company (PLC)

Ÿ Hindu Undivided Family Business (HUF)

Ÿ Limited Liability Partnership (LLP)

Ÿ Socie�es

1.2 Naming and Registering a Business

8

Page 11: How to set up an enterprise - Yudhishthir Ruiayudhishthirruia.com/wp-content/uploads/2017/09/... · 2017-09-23 · You make the decisions, you decide who to work with and what work

1.2 Naming and Registering a Business

All the business must be named and registered with the competent authori�es as below:

Ÿ Sole Proprietorship - District Industries CentreŸ Partnership firm - The registra�on can be done at Registrar of FirmsŸ Co-opera�ves - It must be registered with the Registrar of Co-opera�ve Socie�es.Ÿ Private & Public Limited Company - Registrars of CompaniesŸ Socie�es - Socie�es Registra�on ActŸ Hindu Undivided Family Business - Hindu law and not out of contract. Ÿ Limited Liability Partnership (LLP) – To be registered on the website of Ministry of

Corporate Affairs.

List of some of the important organiza�ons who can help in obtaining an idea about the products and services that can be produced are:

Ÿ Entrepreneurship Development Ins�tute of India (EDI). (www.ediindia.org/)Ÿ Micro, Small & Medium Development Ins�tutes (MSME-DI).

(h�p://dcmsme.gov.in/)Ÿ Khadi and Village Industries Commission/Board (KVIC / KVIB).Ÿ Na�onal Bank for Agriculture and Rural Development

(NABARD)(www.nabard.org/)Ÿ Small Industries Development Bank of India (SIDBI). (www.sidbi.in/)Ÿ North Eastern Development Finance Corpora�on Ltd. (NEDFi). (www.nedfi.com/)Ÿ State Financial Corpora�ons (SFCs).Ÿ Department of Industrial Policy and Promo�on in the Ministry of Commerce and

Industry.(h�p://dipp.gov.in/)Ÿ District Industries Centre (DIC) located at each district of the state.

9

Page 12: How to set up an enterprise - Yudhishthir Ruiayudhishthirruia.com/wp-content/uploads/2017/09/... · 2017-09-23 · You make the decisions, you decide who to work with and what work

10

Page 13: How to set up an enterprise - Yudhishthir Ruiayudhishthirruia.com/wp-content/uploads/2017/09/... · 2017-09-23 · You make the decisions, you decide who to work with and what work

Sec�on 2

2.1 Process of se�ng up a new business

The major steps involved in the process of se�ng up a new business enterprise include the following:

1. Iden�fica�on of business opportunity2. Genera�on of business idea3. Feasibility study4. Prepara�on of business plan5. Launching the enterprise

Step 1: Iden�fica�on of Business Opportunity

Business opportunity refers to a business idea which can be converted to a profitable business. The world of business offers a number of business opportuni�es, but not many people can iden�fy them. An entrepreneur should be able to iden�fy such business ideas which can be converted to profitable business ventures. While choosing an idea to work with, an entrepreneur has to be very careful about the line of business (manufacturing, trading or service) as any mistake made in taking such a decision may prove to be very costly. Moreover, the entrepreneur should also ensure that there is an adequate market for the product or service that he wants to offer in the market and that the rate of return on the investment is sufficient.

Step 2: Genera�on of Business idea

This stage requires genera�on of an idea that can be converted into a business. The idea should be able to yield a reasonable return on investment i.e. it should be worthwhile for implementa�on.

11

Page 14: How to set up an enterprise - Yudhishthir Ruiayudhishthirruia.com/wp-content/uploads/2017/09/... · 2017-09-23 · You make the decisions, you decide who to work with and what work

A business idea may be discovered from the following sources.

1. Observing Markets: The promoter should study the market to find out the demand and supply posi�on for various products. He should then es�mate the future demand a�er taking into account the an�cipated changes in income levels, fashions etc. Market surveys can also reveal compe��on and price trends. From the data collected through market surveys, the promoter should try to iden�fy those products and industries where demand exists and supply needs to be increased.

2. Prospec�ve Consumers: Contacts with prospec�ve consumers can give an idea of the features that should be built into the product/service. It is also important to collect data on customer needs and preferences before choosing the product to be manufactured. A market test of the prototype product can be conducted before launching the product in the market.

3. Study of Project Profiles: Various publica�ons of public and government agencies on various projects and industries is an important source of business ideas. Such project profiles describe in detail the prevailing market situa�on and the technical and financial requirements of different projects. A careful analysis of such details can bring out the most promising projects which can then be taken up for further evalua�on.

4. Developments in Other Na�ons: An entrepreneur can discover good business ideas by keeping good knowledge about developments in advanced na�ons of the world. Underdeveloped and developing countries prove to be a good market for those products which are the 'in things' in developed na�ons. An entrepreneur can also visit foreign markets to explore the possibility of a foreign collabora�on and to discover other types of business ideas.

5. Trade Fairs and Exhibi�ons: A visit to na�onal and interna�onal trade fairs and exhibi�ons can provide informa�on about various products. It is also a good place to explore possibili�es of collabora�on and dealership and gives a fair idea of the exis�ng compe��on in the market.

While selec�ng the business idea, the following points need to be considered:

1. There must be sufficient demand for the proposed product or service.2. The idea should require such capital, technical know-how, raw material and other inputs which the entrepreneur can arrange for.3. The idea must ensure a reasonable return on investment.

12

Page 15: How to set up an enterprise - Yudhishthir Ruiayudhishthirruia.com/wp-content/uploads/2017/09/... · 2017-09-23 · You make the decisions, you decide who to work with and what work

Role of Crea�vity and Innova�on

Crea�vity and innova�on are two important traits of a successful entrepreneur. Crea�vity means the ability to bring something new into existence. Innova�on is the process of doing new things or doing old things in a new way. Crea�vity is the process of genera�ng new ideas whereas innova�on involves transla�on of ideas into a new business opportunity. Crea�ve ideas are of no use unless and un�l they are converted into useful products or services through innova�on.

Stages in Crea�vity Process

A crea�ve idea evolves through a process consis�ng of the following stages:

1. Germina�on: A person with imagina�on and curiosity germinates an idea. For instance, Newton's curiosity about apple falling from the tree led to the law of gravita�on.

2. Prepara�on: Once the idea is germinated, efforts are directed towards how to convert the idea into a useful product or service. In case the idea relates to a new product, informa�on about consumer buying habits, product design, material requirement etc. may need to be collected.

3. Incuba�on: Incuba�on is a stage of fantasizing and mulling over. This is the stage when the crea�ve person allows the idea to incubate in his subconscious mind. The person in his subconscious mind gets enough �me to assimilate informa�on about the idea and ponder over it.

4. Illumina�on: Illumina�on occurs when the idea resurfaces in a cataly�c event. Several cycles of prepara�on and incuba�on may be repeated un�l the idea takes some realis�c shape.

5. Verifica�on: An illuminated idea requires verifica�on before it is accepted as a realis�c and useful applica�on. During the verifica�on stage many ideas may be rejected because they are of li�le prac�cal relevance.

13

Page 16: How to set up an enterprise - Yudhishthir Ruiayudhishthirruia.com/wp-content/uploads/2017/09/... · 2017-09-23 · You make the decisions, you decide who to work with and what work

Inven�on and Innova�on

Though both inven�on and innova�on require a lot of crea�vity, they are en�rely different processes. Innova�on is the discovery of some new material or method. The resul�ng idea of an inventor did not exist before. For example, mathema�cal calculators and microelectronics were inven�ons. Innova�on may occur in several forms – introduc�on of a new product, a new method of distribu�on, opening of a new market, loca�ng a new source of raw material, introduc�on of a new manufacturing process that has not yet been tested and commercially exploited etc.

On the other hand, innova�on is a new combina�on of exis�ng knowledge that results in a useful and commercially viable product. For example, micro-computer is an innova�on made by combining the inven�ons men�oned above.

Thus, an inventor produces ideas and adds to exis�ng knowledge. In contrast, an innovator implements the ideas to come up with new products and services to sa�sfy human needs and wants.

14

Page 17: How to set up an enterprise - Yudhishthir Ruiayudhishthirruia.com/wp-content/uploads/2017/09/... · 2017-09-23 · You make the decisions, you decide who to work with and what work

5-Step Recipe For ‘Women Entrepreneurship’

Revolu�on in India

15

Page 18: How to set up an enterprise - Yudhishthir Ruiayudhishthirruia.com/wp-content/uploads/2017/09/... · 2017-09-23 · You make the decisions, you decide who to work with and what work

Step 3: Feasibility Study

A detailed study done by an entrepreneur to ensure that the project is viable. The feasibility study should contain an analysis of the following:a. Technical Aspectb. Commercial Aspectc. Financial Aspectd. Socio-economic Aspect

Technical Aspect: The technical feasibility of a project involves a cri�cal study of the factors such as loca�on, size of the plant, raw materials, labour, machinery, equipment, infrastructure etc. Here the entrepreneur should ensure that the loca�on of plant and the site selected is such that it permits cost-effec�ve opera�ons of business. Also, in determining the size of the plant, it should be remembered that if the plant size is smaller than the op�mum size, cost of produc�on increases. An entrepreneur must also examine whether the required raw material, machinery, equipment and infrastructure is available for carrying out the opera�ons.

Commercial Aspect: Technical feasibility of a project has no meaning if the project is not commercially viable. Commercial viability of a project requires a study of the present and poten�al demand for firm's product in local, na�onal and interna�onal markets. It also requires an analysis of margin of profit, degree of compe��on, market stability etc. Some�mes the services of an expert may be required to find out the commercial viability of the project.

Financial Aspect: Financial viability of the project can be judged on factors like total es�mated cost of the project, projected cash flow and profitability, financing of the project with reference to the capital structure, promoter's contribu�on to the total project cost etc.

Socio-economic Aspect: A social cost-benefit analysis should be made to judge the na�onal viability of the project. Every project entails some costs to the na�on and produces certain benefits. The contribu�on of the project to social objec�ves such as employment genera�on, development of infrastructure, development of rural areas, earning foreign exchange, import subs�tu�on etc. is evaluated.

16

Page 19: How to set up an enterprise - Yudhishthir Ruiayudhishthirruia.com/wp-content/uploads/2017/09/... · 2017-09-23 · You make the decisions, you decide who to work with and what work

Once the feasibility study is completed, an in-depth analy�cal study of the project is made to decide selec�on or rejec�on of the project. Such an analysis is known as project appraisal. Once the project is selected, the findings of the feasibility study are presented in the form of a Project Report. This project report is needed to get sanc�on for the project from the concerned authori�es, including financial ins�tu�ons.

The project report should comprise the following informa�on:

Ÿ Name, address and other details of the entrepreneurŸ Brief summary of the projectŸ Inputs for the proposed project like land, building, plant, machinery and

equipment, materials etc.Ÿ Financial aspects like sources of finance, cost of fixed assets, working capital,

assets and liabili�esŸ Market poten�al in rela�on to es�mated present and poten�al demand, market

surveyŸ Importance of project to na�onal economy

Step 4: Prepara�on of Business Plan

Business plan is an important document prepared by the entrepreneur that describes various elements involved in star�ng a new enterprise. It is o�en an integra�on of func�onal plans such as marke�ng, finance, produc�on, personnel etc.

Business plan serves the following objec�ves:

a. It indicates the ac�ons to be taken to implement the project.b. It helps the entrepreneur in raising necessary funds.c. It helps in measuring the progress of the venture at successive stagesd. It informs investors, suppliers, creditors and other stakeholders about the

programme of the entrepreneur.

17

Page 20: How to set up an enterprise - Yudhishthir Ruiayudhishthirruia.com/wp-content/uploads/2017/09/... · 2017-09-23 · You make the decisions, you decide who to work with and what work

2.2 Crea�ng a Business Plan

The business plan can personally benefit the entrepreneurial team. Usually a great deal of money is at stake, and the consequences of poor decisions can affect many people for a long �me. In developing and wri�ng a business plan, the entrepreneurial team reduces these anxie�es and tensions by confron�ng them in advance. By projec�ng the risks of the new venture into the future, the team comes to grips with poten�al nega�ve outcomes and the possibility of failure.

Every business plan should include:

Profile of the company's management - Lis�ng the names of top execu�ves and their qualifica�ons and industry experience.

Kind of Business - A brief descrip�on of the industry your firm is focusing on or the new venture's strategy.

Objec�ves - The short term and long term objec�ves of the new business venture.

Financial requirements - Briefly state how much finance is required indica�ng the degree of flexibility you are willing to show in case the investor suggests any changes in your plan.

Budget alloca�ons - How you will be using the financial resources.

Market Analysis - The business plan should dwell upon the prevailing compe��ve environment with a view to convince the investor that his/her product/service is a niche product or service with substan�al prospects for growth and capable of a�aining a compe��ve posi�on in the market.

Environmental Influences - The impact of the environmental influences such as poli�cal, economic, technological, socio-demographic and ecological factors that affect your area of business.

Quality - The quality control measures to be put into place for ensuring quality of the product/service.

Marke�ng - Iden�fy the target market which should be substan�ated by a thorough market research. Once the target market has been iden�fied, focus on the communica�on strategy including adver�sing, branding, packaging etc.

18

Page 21: How to set up an enterprise - Yudhishthir Ruiayudhishthirruia.com/wp-content/uploads/2017/09/... · 2017-09-23 · You make the decisions, you decide who to work with and what work

Sales Forecast - Sales forecast is primarily dependent on three factors - size of the market, frac�on of the market you will be able to capture as a result of your marke�ng strategy and the pricing strategy.

Financial Plans - A new venture must show projected profit and loss statements and cash flow statements.

Human Resources - Make an organiza�on chart with details of key execu�ves and profiles of individuals likely to be hired.

Form of Business - Describe the legal form of your business - whether it is a sole proprietorship, a partnership, public limited co., private limited co. or society etc.

Cri�cal Risks - As a legal and moral obliga�on, the entrepreneur must, in the business plan, envision risks the investor would be undertaking in case he makes a choice to invest in your business. This will protect you from civil and criminal liability.

Step 5: Launching the Enterprise

A�er preparing the business plan, the entrepreneur assembles the necessary resources to launch the enterprise. He collects the required funds and acquires land and buildings, plant and machinery, furniture and fixtures, raw materials, employees etc. Once this is achieved, it is necessary to ensure that the project is implemented properly and it has smooth and uninterrupted opera�on.

19

Page 22: How to set up an enterprise - Yudhishthir Ruiayudhishthirruia.com/wp-content/uploads/2017/09/... · 2017-09-23 · You make the decisions, you decide who to work with and what work

2.3 Procedures for Company Registra�on

Before star�ng a new company it is required to register with the Registrar Of Companies ( ROC ) which is under The Ministry of Corporate Affairs (MCA), Government of India. There will be penal�es for failures in making returns. For a public limited company, all details of the company are available for public inspec�on so there can be no secrecy. As the director, you will be treated as an employee and are en�tled to pay tax.

As compared to a Public Limited Company, Private Limited Company has less agreement constraints. Private Limited Company is the best choice when there is no need of eleva�ng investments through a public issue and the proprietorship is projected to be strictly owned by limited number of persons.

The minimum paid up capital at the �me of incorpora�on of a private limited company is Rs. 1,00,000/- and there is no upper limit on having the authorized capital and the paid up capital. This can be enhanced at any �me by making payment for addi�onal stamp duty and registra�on fee.

Procedures

The first step in company registra�on is submi�ng an applica�on in Form No. 1A with the Registrar of Companies (ROC) in the concerned state in which the Registered Office of the proposed Company is / will be situated. The applica�on is to be signed by any of the promoters.

The following details are to be detailed in the applica�on:

1. Four op�onal names for the proposed company. The proposed names should be indica�ve of the main objec�ve of the company. Jus�fica�on for the name also needs to be specified along with the applica�on to take proper care for 'same or decep�vely similar names’

2. Names and full addresses of the promoters (Minimum 7 for a public company and 2 for private company).

3. Authorized capital of the proposed company 4. Proposed company objec�ve.5. Names of other group companies (if any).

20

Page 23: How to set up an enterprise - Yudhishthir Ruiayudhishthirruia.com/wp-content/uploads/2017/09/... · 2017-09-23 · You make the decisions, you decide who to work with and what work

The ROC scru�nizes the same and issues an approval le�er/objec�on within 10 days to the applicant. On receiving the name consent le�er from the ROC, the second step is to dra� and submit the following creden�als before the ROC within six months of the approval:

1. Memorandum of Associa�on (MOA) and Ar�cles of Associa�on (AOA) - These are required to be executed by the promoters in their own hand in the presence of a witness in quadruplicate sta�ng their full name, father's name, residen�al address, occupa�on, number of shares subscribed etc. The MOA states the chief, auxiliary and other items of the proposed firm while the AOA incorporates the rules and guidelines of the standard conduct of the firm.

2. Form No. 1 - A declara�on to be executed on a non-judicial stamp paper of Rs.20/- by one of the directors of the proposed company or others like A�orneys or Advocates. It states that all the requirements of the incorpora�on have been complied with.

3. Form No. 18 - This is to be filed by any of the company directors no�fying the address of the registered office of the proposed company.

4. Form No. 29 - This is a consent obtained from all the directors of the proposed company to act as directors of the proposed company. (Not required for pvt ltd company).

5. Form No. 32 - States the appointment of the proposed board of directors from the date of incorpora�on of the company and is signed by any of the ac�ng directors.

6. The name approval le�er in original.

7. Power of A�orney signed by all the subscribers of MOA assigning any of the subscribers or others to act on their behalf for the incorpora�on and accep�ng of the cer�ficate of incorpora�on.

8. Power of A�orney in case of subscriber who had appointed another person to sign the MOA on his absence.

9. Filing fees as applicable.

When all the documents are filled and submi�ed, ROC scru�nizes it and makes correc�ons if any. On complying with the same, the cer�ficate of incorpora�on of the company will be issued.

21

Page 24: How to set up an enterprise - Yudhishthir Ruiayudhishthirruia.com/wp-content/uploads/2017/09/... · 2017-09-23 · You make the decisions, you decide who to work with and what work

22

Page 25: How to set up an enterprise - Yudhishthir Ruiayudhishthirruia.com/wp-content/uploads/2017/09/... · 2017-09-23 · You make the decisions, you decide who to work with and what work

Sec�on 3

Legal & Regulatory Aspects

Ÿ Obtain director iden�fica�on number (DIN) online from the Ministry of Corporate Affairs portal

Ÿ Obtain digital signature cer�ficate online from private agency authorized by the Ministry of Corporate Affairs

Ÿ Reserve the company name online with the Registrar of Companies (ROC)

Ÿ Stamp the company documents at the State Treasury or authorized bank

Ÿ Get the Cer�ficate of Incorpora�on from the Registrar of Companies, Ministry of Corporate Affairs

Ÿ Obtain PAN no. (Permanent Account Number) issued by the Income Tax Department.

Ÿ Obtain a Tax Account Number (TAN) for income taxes deducted at source from the Assessing Office, Income Tax Department

Ÿ Opening of current account with bank.

Ÿ Registra�on of the company: Private/ public/ partnership.

Ÿ Registra�on for GST, VAT etc. with Commercial Tax Office.

Ÿ Register for Profession Tax at the Profession Tax Office

Ÿ Excise duty as indirect tax to be checked whether applicable or not.

Ÿ Ge�ng registered in Shop and Establishment Act. It's a state legisla�on and each state has framed its own rules for the Act.

Ÿ Customs Duty is Indirect Tax levied on Imports as well as Exports.

23

Page 26: How to set up an enterprise - Yudhishthir Ruiayudhishthirruia.com/wp-content/uploads/2017/09/... · 2017-09-23 · You make the decisions, you decide who to work with and what work

Ÿ Although not mandatory, you may File Part I of Entrepreneurs Memorandum to the District Industries Centre. This may be necessary for claiming certain incen�ves /subsidies and for certain formali�es at the state level.

Ÿ All those persons who are required to deduct tax at source or collect tax at source on behalf of Income Tax Department are required to apply for and obtain TAN.

Ÿ Following state specific guidelines for registra�on, se�ng up of business as per guidelines as each state has their own specific guidelines.

Ÿ Employee Provident Fund registra�on as its applicable for establishments employing 20 or more persons and engaged in industry no�fied under Sec�on 6 of Act.

Ÿ Employee State Insurance scheme: The Act is applicable to non-seasonal factories employing 10 or more persons.

Every enterprise needs to consider the legisla�on and rules of land while star�ng the business. In India, a major law regula�ng various aspects of a company is the Companies Act, 1956.

Other important legisla�on that should be known to enterprises are:

Ÿ Indian Contracts Act, 1872; Ÿ The Industries (Development and Regula�on) Act 1951;Ÿ Trade Unions Act; the Compe��on Act, 2002; the Arbitra�on and Concilia�on Act,

1996; Ÿ The Foreign Exchange Management Act (FEMA), 1999; Ÿ Laws rela�ng to intellectual property rights; Ÿ Laws rela�ng to labour welfare.

24

Page 27: How to set up an enterprise - Yudhishthir Ruiayudhishthirruia.com/wp-content/uploads/2017/09/... · 2017-09-23 · You make the decisions, you decide who to work with and what work
Page 28: How to set up an enterprise - Yudhishthir Ruiayudhishthirruia.com/wp-content/uploads/2017/09/... · 2017-09-23 · You make the decisions, you decide who to work with and what work

www.anthaprerna.co.in