Overview of Private Limited Company Registration in India
In India, a Private Limited Company stands out as a popular business structure regulated by the Companies Act, 2013. Entrepreneurs aiming to establish a company in India find it crucial to undergo Private Limited Company Registration. This not only fosters the development of a strong business framework but also offers directors the advantage of limited liability. To register a Company under the Companies Act, 2013, it needs to be registered with ROC (Registrar of Companies) as per the guidelines & norms laid down by the MCA. RegisterKaro offers a cost-effective service to facilitate the Private Limited Company Registration process, managing legal formalities and ensuring adherence to MCA regulations. Upon successful registration, you receive a Certificate of Incorporation, along with PAN and TAN documents, enabling you to smoothly initiate business operations after setting up a current bank account.
What are the different types of Business Structures in India?
Let’s discuss the different types of business structures in India, following is the list of same:
- Private Limited Company: This Company is the most prevalent & popular type of corporate legal entity in India. Private Limited Company is a privately held business entity and Company is privately held by the shareholders & the maximum number of shareholders shouldn’t be more than 200. Similarly, the liability arrangement in a Private Company is that of a Limited Partnership, wherein the shareholder’s liability extends only up to the number of shares held by them. Usually, a Private Company in India doesn’t offer or trade its shares to the general public on the stock exchanges, but rather the private stock of the Company is traded or owned.
- Public Limited Company: This Company is a group of members which is incorporated under the Companies Act and it has a separate legal existence & the liability of its members are limited to the share they hold.
- OPC or One Person Company: A One Person Company is a company established by only one person. A single person established & managed the Company. A One Person Company has all the features of a Company like limited liability, perpetual succession & a separate legal entity.
- LLP or Limited Liability Partnership: Limited Liability Partnership is an alternative corporate business that gives the benefits of limited liability of a Company & the flexibility of a Partnership. It is liable to the full extent of its assets but liability of the partners is limited to their agreed contribution in the Limited Liability Partnership.
- Sole Proprietorship: This is a business that is completely owned & controlled by a single person, a Company or a Limited Liability Partnership. There are no partners in the business. Sole Proprietorship is not a separate legal entity from the business owner. The business owner has unlimited liability that means the owner is personally liable for all the debts & losses of the Sole Proprietorship.
Compliances under Companies Act
Once registered under the Companies Act, 2013, the Company must comply with several regulations, including:
In India, a Company which has been registered under Companies Act, 2013 must ensure compliance with the Companies Act, 2013. In India, the Companies Act, 2013 regulates:
- Qualification, appointment, remuneration & retirement of Company’s Directors.
- How to conduct Board & Shareholders Meeting.
- The presentation & preparation of annual accounts and the regular maintenance of books of accounts.
Following are some vital post incorporation compliances:
- Once you get the Certificate of Incorporation, a separate legal entity for the Company is established;
- Once you get the Certificate, within 30 days one of the Company’s Directors must issue the notice for the 1st Board Meeting of the Company and at least 7 days prior to the latter being scheduled for.
- In the 1st Board Meeting, the Company must appoint its 1st Auditor within 30 days of Incorporation by its BoDs or Board of Directors and every Company’s Director shall disclose their concern or interest of other Companies in the Form MBP-1. Moreover, in case of any change in Director’s interest he or she should disclose the change in the next upcoming Board Meeting, also he or she shall disclose in the annual disclosure to be made in the 1st Board Meeting of the F.Y.
- The Company shall on & from the 15th day of its incorporation & at all-time thereafter have a registered office which is capable of getting & acknowledging all official communications & notices as may be addressed to it. Verification of the registered office is to be filled in Form INC-22 within 30 days of Company Incorporation.
- It is compulsory for the Company to have its name board outside its registered office along with Company’s Name, CIN, address, phone number, fax number, email id & website address, if any.
- It is necessary for the Company to have a PAN & TAN right after its incorporation. Even, these are the basic credentials required to open a new Bank Account in India.
- Filing & maintaining of P&L Account, annual return & balance sheet every Financial Year together with an auditor’s report before the due date with the ROCs is necessary for the Company.
- As per Companies Act, the Company is also required to conduct minimum 4 board meetings during the calendar year at stipulated intervals & also ensure that all the Minutes of the Board Meeting are safely retained until Company exists. The Minutes of the Meeting (MoM) required to be prepared within 15 days of the meeting & can be finalized within the 30 days of the meeting.
- Issuance of Share Certificates to the shareholders is a vital requirement & all details of such issuance of share certificate are required to be maintained & mentioned in the Register of Allotment.
- In India, every Company is required to maintain certain Statutory Registers under Section 85, Section 88, etc., of the Companies Act, 2013 & required to keep & maintain at its registered office in the prescribed form. In case of any failure in maintaining the statutory register, the Company & Directors may be fined & prosecuted.
- There are some more important compliance measures where a Company is required to intimate the ROCs. It includes appointments & removal of Director and certain other changes in the prescribed manner.
- The Companies Act, 2013 has also introduced the CSR or Corporate Social Responsibility provisions. Provisions under the CSR, companies are obligated to make the contribution in some philanthropic activities. Companies must fulfill the CSR criteria & undertake CSR activities in the Financial Year.
- All the above-mentioned compliance requirements only apply to the Companies Act, 2013. Moreover, further registrations are required depending on the turnover & type of the business like GST Registration, Professional Tax Registration, etc. It is vital to note that the Company’s responsibility to comply with all rules & regulations provided in the Companies Act is not a one-time thing, but is a continuous affair.
Procedure for Private Limited Company Registration in India
Following is the step-by-step procedure for Private Limited Company Registration in India:
Step 1: Get DSC and DIN: As we know that the Private Limited Company Registration is completely online and you must file the application for Private Limited Company Registration online, so it is necessary to obtain Digital Signature Certificate to authenticate the documents you upload on the MCA portal. Also, you need to get a DIN to access the application form for the Private Limited Company Registration. Our experts will help you in obtaining DSC and DIN in minimal time.
Step 2: Filing Incorporation Form (SPICe+ Form): You can apply for Company Name Approval and PAN & TAN of the Company in 2 different parts as we mentioned below:
- SPICe+ Part-A Form: In this Form, you need to pick 2 best names for your company. The SPICe+ Part A Form has the following fields:
- Company Type: First, select “Private Limited Company” from the different types of Company Structures listed down in the form.
- Class of Company: Then, choose the class of company whether a Company is Private, Public or One Person.
- Category of Company: After that, choose if you want the Company to be limited by shares, by guarantee or have unlimited shares. The most popular one is to keep the Company limited by shares.
- Sub-Category of Company: Choose the relevant sub-category with the help of our experts.
- Main division: The Ministry of Corporate Affairs (MCA) has designated unique codes to the main divisions. Choose the one that fulfills your business requirements.
- Description of the main division: In this section, you need to explain your business idea and specify the purpose of the products and/or services that you are going to offer in a detailed manner.
- Proposed Company’s Name: Then, you can propose 2 names here.
Note: Once you completed SPICe+ Part-A Form and submitted it to the MCA, then it will take 3-4 days to approve. In case, both the proposed names get rejected, then you will get a 2nd chance to file for 2 more Company names. If all your 4 suggested names get rejected, then you need to file SPICe+ Part-A Form all over again.
But remember one thing, before filing the form you need to check if a Company with the identical name is already registered or not on the MCA portal. Once your Company’s name gets approval from MCA, then you can start filing the SPICe+ Part-B Form.
- SPICe+ Part-B Form: Once the Company name has been reserved, then you need to file an application under SPICe+ Part-B Form along with the documents. The applicant is required to provide details regarding the designated Directors & Shareholders of the Company, details regarding the Company’s resources & registered office. You can also apply for PAN & TAN at this stage. The applicant is also required to conduct a pre-scrutiny check to review the correctness of the information filed under SPICe+ Part-B Form. Once the scrutiny check is done, then you can submit the Form.
Note: Also, there are certain forms which are to be filed along with the SPICe+ Part-B Form. The form which are associated with the SPICe+ Form are SPICe+ MoA, SPICe+ AoA, AGILE Pro, INC-9 and URC-1. The applicant must ensure that SPICe+ MoA and SPICe+ AoA Forms are filled as per the instructions provided under Schedule 1.
Step 3: Certificate of Incorporation: After the verification of the application & documents, the MCA grants the Certificate of Incorporation. Basically, it’s conclusive proof of the existence of the Company, wherein the Incorporation Date, CIN (Company Identification Number), PAN & TAN are mentioned with the sign & seal of the Registrar. Moreover, DIN is allotted to Directors with the Registration Approval. The CIN receipt is the proof of the legal existence of your business.
Checklist for Private Limited Company Registration in India
Following is the important checklist for Private Limited Company Registration in India:
Following is the important checklist for Private Limited Company Registration in India:
- A minimum of 2 Directors are required;
- A minimum of 2 Shareholders and a maximum of 200 Shareholders are required;
- DSC or Digital Signature Certificate for all the designated Directors;
- DIN or Director Identification Number of all the Directors of the Company;
- At least 1 Director must be an Indian Resident;
- Company’s Name which is not similar to any other existing Company name;
- Authorized Capital of a Private Limited Company;
- MoA (Memorandum of Association) & AoA (Articles of Association);
- Proof of registered office.
Documents Required for Private Limited Company Registration in India
Following is the list of all the vital documents required for Private Limited Company Registration in India:
List of documents related to the designated Director of the Company:
- Aadhar and PAN Card of the Directors;
- Latest passport-sized photos of all the proposed Directors;
- Identity proof of the Directors;
- Address proof of the Directors.
List of documents related to the Company:
- Proof of registered office of the Company. The following documents must be submitted as address proof of the Company:
- Rental Agreement or Tenancy Agreement between the landlord and Company;
- Letter/NOC from the Landlord of their permission to use the premise or office as the company’s registered office;
- Sale Deed of the Company premise in the Company’s Name;
- MoA & AoA of the Company.
Benefits of Private Limited Company Registration in India
Following are the benefits of Private Limited Company Registration in India:
- Separate Legal Existence: The Company enjoys a separate legal existence from the owners and it can enter into its own assets, contracts & sue the 3rd parties in its own name. As a separate entity, it has a perpetual existence even beyond the members’ lifetime.
- Ease in Raising Funds: Being a highly compliant structure, banks prefer to issue loans easily to Companies. Private Limited Company offers key benefits like the ease in limited liability protection for owners & ownership transfer.
- Limited Liability: By incorporating as a Private Limited Company in India, owners can limit their liabilities to their capital contribution commitment. Their personal assets are safeguarded from any big loss or debt in the business, unlike Proprietorship Firms & Partnership.
- Easy Transferable: One of the main benefits of Private Limited Company Registration is the share can be easily transferred to the other person without any complications & hassle.
- ESOP (Employee Stock Option Plans): Private Company can issue Employee Stock Option Plans to its employees subject to the limitation of the number of shareholders. Section 61 of the Companies Act enables a Private Company to issue Employee Stock Option Plans to its employees.
