I am planning to setup my own software company, But I don't know the procedure and expenditure for registration. My main clients are either US or U.K based. Is there any thing specific that needs to be done when you are doing offshore development.

I am just going into this field , your guidence at this will be appriciated.

Thanks in advance.

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All 19 Replies

How many people are working for you?
if above 10 only then can you register as a company.
less than that i have been told i have to consider small scale industry.
also do you have a actual space for the work?
meaning doing it at home etc
if you have then you can register in the local coorporation or panchayat (governing body)
very meagre fee of less that Rs.50
registering a company would involve first getting the whole company assets audited.
then along with that you have to fill in a form given by the govt.
also you need to tax payee
that is apply for your PAN card if you dont have one.

then the price i think is around Rs.10,000
based on the assets and number of employee etc

i myself have started a company of my own.
so i have enquired such details.

for more info just email me at <EMAIL SNIPPED>


Good information!

So if I am working from home and have no employees, do I still need to register my company ?

What are the benifits of registration.

What was Rs10000 for ?

Even i would like to know more on this. I have been working as a freelancer from last 6 years from Home. Now i have 5 guys working for my at my home itself. I am prettly worried and would like to register my company name.

After my search i found that we can start by registration of company name at the first. this would cost Rs1500 and then fill other papars not sure. Can anyone give detail idea as how to go about.

Just for more details
I am from Mumbai
I provide total web solutions like Hosting (have my own servers in US)/ domain registrations/ web development/ etc etc to clients all over world. I hardly have client base from INDIA itself:(

Till today i never had any issues with registrations etc

But want to go it legal way now as i want to expand hire more guys and dont wnat any issues later.

If any one cn give us details in this forumn so that every one gets help would be real gr8

the Rs.10000 is for Limited registration.
to register with the registrar of companies
you can always register as partnership form which costs around Rs.50
you can also register with the local panchayat or local corporation.
Local panchayat will come to around Rs.250-Rs.300
Local corporation Rs.5000
these amounts are more or less the registration fee.
they will come and inspect the office.
if you are working at home you can register as small scale industry

Local panchayat will come to around Rs.250-Rs.300

I read this
Then Plz tell me , Is it necessary to Take liscens of software used or
Could we use PHP and mysql for developement since these are open source

Rajesh More

Technically you should take license of all softwares that you use.
but most people dont.
the people who comes to approve the registration does not look at those things as far as i know.
but according to rules when you are submitting you taxes you should not have done anything illegal including using pirated software
it is the duty of your accountant to reveal that information if it exists
yes you can use open source software

well if it is hold by you only, i mean with no other partner involve then you can go for proprietorship. that will cost you some thing between 1000. and also you need to get registered with service tax.

thats is for startup. otherwise Ltd co, will cost 10,000-15000.

and also as your client are based in US/UK i would like to offer you our service. we are a call center service provider we can help you with toll free number of US/UK/AUS. and will offer you 24/7 service.


No no one replied and still looking for some help. But in mean time i am going for service TAX number and IEC code.


I just want to register the name of my company so that no one else hijacks that name. How do I go about it?

Kindly reply via the forum or email to [EMAIL snipped]

MCA 21 envisages electronic filing of documents and paperless administration and pertains to Registrar of Companies offices as stipulated in the Indian Companies Act, 1956 (the Act). One can get a complete understanding of the MCA 21 from the MCA portal. The key benifits envisioned by the MCA 21 are as under:

(a) On‐line incorporation of companies
(b) Simplified and easy mode of filing of Forms/ Returns
(c) Registration as well as verification of charges anytime and from anywhere
(d) Inspection of public documents of companies anytime from anywhere
(e) Corporate‐centric approach
(f) Building up a centralized database repository of corporates operating in India
(g) Enhanced service level fulfillment and customer relationship building
(h) Total transparency through eGovernance (i) Timely redressal of investor grievances (j) Availability of more time for MCA employees for qualitative analysis of corporate information

All the ROC's have virutally become back offices and several facilitaion centers have been set-up know as Registrar’s Front Offices (RFOs).

Armed with this knowledge, I proceeded to incorporating the company. For MCA21, the following four types of users are identified as users of Digital Signature Certificates (DSCs).
(a) MCA (government) employees ; b) Professionals (Chartered Accountants, Company Secretaries, Cost accountants ) who interact with MCA and companies in the context of the Companies Act, 1956.; (c) Authorized Signatories and Directors of Companies ; (d) Representatives of Banks and Financial Institutions
I had already solicited the help of my collegue Vinod [who works with us ] who also happens to be a CA.

The first step - OBTAIN A DIN /Director Identification Number


An existing Director/ person intending to become a Director are required to make an application to MCA for allotment of a unique identification, namely, Director Identification Number (DIN). It is intended to be a lifetime number. For obtaining DIN, form DIN1, requiring personal details such as name, address, and email ID of the person making an application, is required to be filled in. There is a fee of Rs. 100/ for application for allotment of DIN. On submission of of form DIN1 online, applicant shall be allotted a provisional DIN and then he/ she is required to pay the requisite fees with reference to the provisional DIN obtained. The applicant shall be required to take a printout of the submitted eForm and will have to attach proof identity, proof of residence, proof of father’s name, proof of date of birth and photograph. The applicant shall be required to sign the physical copies of the form and get these documents duly notarzed/ attested by an approved authority. The applicant shall be required to send these documents along with the proof of payment made for DIN application to MCA DIN Cell at Noida. On receipt of these documents, the application will be scrutinised and on approval, the DIN shall become active. The outcome of application (approval / rejection) shall be communicated to the user through email. Also the applicant can enquire the application status by quoting provisional DIN allotted at MCA portal.


DIN is a mandatory process for foreign directors too and is required while applying for Form 1A [Name Availability Form]. A provisional DIN number is allotted instantly upon uploading the required information on the MCA portal. Eureka, it works..

The process of obtaining a permanent DIN however takes approximately 4 weeks subject of course to documents being in order. Form DIN-2 needs to be submitted to the MCA along with the approved number of all companies of which they hold a director position. DIN-3 attested by Company Secretary is required to be submitted to the concerned Registrar of Companies (ROC).

The Second step - DSC/ Digital Signature Certificate

The Digital Signature Certificate (DSC) is another requirement that is now required to be accomplished. I suggest that the DSC be applied parallel alongside applying for Name Availability since the process of incorporation can be accomplished that much more faster. The DSC can be obtained from six private agencies authorized by MCA 21 (Ministry of Corporate Affairs 21st century).

For the purpose of using the new electronic filing system under MCA 21 Project the applicant needs to obtain a Class II Digital Signature Certificate. Company directors submit the prescribed application form along with proof of identity and proof of address. Each agency has its own fee structure which ranges from INR 400 to INR 2650.


The process was remarkably smooth with the process taking around 2 days, although Vinod did share with me that he had encountered problems previously. If the directors are foreign in origin, valid address proofs in the form of passport duly notarised and photographs would need to be provided. It is advisable therefore that several copies of the address proof of the directors be notarised since this saves valuable time. A good CA is very necessary to ensure that there are no undue delays.

Step three - Applying for Name Availability

Perceived to be a simple step, this can at several instances be time consuming. It is therefore advisable to go in for professional consultation before one applies for name availability. Clients often feel that their chosen names would be made available to them as a matter of course. This of course is from from reality. There are a few tips to get your name of choice.

Firstly, caution must be exercised that the chosen name is not generic., in the sense the name must not be too general. For example Wipro technologies - while the name Wipro is just fine, the Registrar of Companies (ROC) would take objection to the usage of 'technologies'. This is because the ROC is guided by an internal circular to the effect which has come into effect post incorporation of most MNC's who tend to have generic names.

Secondly, a good CA would always suggest you to check informally at the ROC whether a choice of name would be available. This is quite critical to hasten the process.

Thirdly, in case of a wholly owned subsidiary, if the choice of name bears the name of the parent entity, it is always advisable to obtain an NOC from the parent entity to the effect that it has no objection in the Indian subsidiary using the same name. This is particularly so if the parent entity is a well known name eg., Walmart

Fourthly, it is necessary to provide six names in the order of preference. It is necessary to make an intelligent choice of names since the ROC is likely to grant the second choice if the first does not fit the bill.


We were able to obtain the desired name with not much difficulty since we had done our homework of checking with the name with the ROC well in advance. Officially, the ROC accomplishes this taks in 7 days and I must say that more often than not this timeline is often exceeded. It amazes me as to how much can be accomplished with bureaucrats in India with the right connections.

Step four -Memorandum & Articles to be stamped

Once a name is approved, the Memorandum of Association and Articles of Association together with miscellaneous documents have to be filed within six months of the approval. In practice, if the proposed name is available the same is granted within 2 or 3 days.

The application should be accompanied necessarily by the following: (i) Unsigned copies of the Memorandum of Association and Articles of Association. (ii) Payment receipt. Ensure that the copies submitted to the Superintendent of Stamps or to the bank for stamping are unsigned and no promoter or subscriber has written anything on it by hand. The Superintendent returns the copies, one of which is duly stamped, signed and embossed evidencing the payment of the requisite stamp duty. The rate of stamp duty varies from State to State. According to Article 10 and 39 of the Indian Stamp Act,1899, stamp duty payable on memorandum of association and articles of association for a company to be incorporated in Mumbai, Maharashtra is: AOA: Rs. 1000/- for every Rs.500,000/- capital or part thereof subject to a maximum of Rs.50,00,000.00. Stamp duty for the MOA is Rs.200.00 Once the Memorandum and the Articles of Association of the Company have been stamped, the same is required to be signed by the Promoters of the Company including commencing with the name and description, father’s name, address, occupation and the number of shares subscribed for in their own handwriting which is duly witnessed. After signing the documents are to be dated. Declaration form 1: On Rs 100 stamp paper


It took us around 2 working days to get the stamping done. The process was however delayed since we had to get the overseas directors to sign off on the Memorandum and Articles.

Final Steps - Documents to be presented to obtain the Incorporation Certificate

After the stamping of the MOA and AOA, 3 copies along with the following documents are required to be scanned and uploaded on the MCA-21 Portal: - The stamped copies of the MOA and AOA - Copy of the Form-32 along with the consent letters of the Directors of the Company, who are appointed therein. - Form-1 - application and declaration for incorporating of a Company and printed on non judicial Stamp paper worth INR 20. - Form 18-evidencing the address proof of the Company. - Form-1A-evidencing the name approval. - Copy of challan evidencing the fee with respect to above mentioned forms. - Power of Attorney from the subscribers in favor of any person for making corrections on their behalf in the documents and papers filed for registration .This must be on nonjudicial stamp paper of INR 100. - Identification of the subscribers by way of copy of driving license, passport, voters identity or ration card. These documents, in addition to their online uploading, are also to be filed in original with the ROC. Once the documents are uploaded and confirmation of payment of fee is received from the Bank by the ROC, it processes the papers in order of their receipt. A software ensures that the queue can not be jumped by ROC. The fees paid to the Registrar for registration are scaled according to the amount of the authorized share capital of a company as stated in its memorandum.


The process of issuing a certificate of incorporation normally takes seven working days. Pursuant to incorporation, TAN and other necessary registrations as required can be obtained.

Concluding remarks

In all the process of inorporating of a private limited company in India can be a smooth process if the right tools of approach are adopted. We took around 18 working days to obtain the certificate of incorporation. I must make a special mention that that the government has made an honest attempt to smoothen the rough edges that one encountered in incorporating a company. This is not to say that the present system is fullproof as one can still find old barks of wood at the ROC reminding one that it may take a while before things are up to speed of this digital era.

Jidesh Kumar.M.D

we have started new Software company .We are 5 people in that .is registration mandatory?

I am computer enggineer and i want to open a small software firm.
initially 10 pepole are going to work. i just want to know following things:
1. is it neccesary to company be registerd if yes then how??
2. what should be our approach to get projects?
3. from where i can get the projects?
4. what is the initial investment?

also give some other suggestion from your side that are needfull for a company to build a set up.....

I m working for parttime software development Please contact if required.

@abh7i: You will want to do lots and lots of reasearch before you start to do anything. You can't hope to start any kind of company before you have the answers to the questions you posed.

Hello Sir,

I am planning to start up a call centre and a Bpo, so can you please get me the details how to get the client from US and UK.

Thanking you sir

>>can you please get me the details how to get the client from US and UK.

Nope -- I don't know a thing about it, and am not inclined to find out.

Oh really use full one

Great idea to re-open old thread.
Closing down!

commented: <burns>Excellent</burns> +0
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