Private Limited Company Registration

Private Limited Company Registration can be done online and formed under section 3 of the Companies Act, 2013 having its own diverse dominance and recognition from being a separate legal entity, business continuity, limited liability, tax benefits, less government interference, funding to so on and so forth.

Registration of Private Limited Company in India is the most preferred form following the rules and regulations laid under the provision of the said Act. This article intends to provide the viewer the minimum requirements for Private Limited Company Registration and must-haves in order to keep a check on the legal compliances.

The minimum requirements for Private Limited Company registration are discussed beneath:

Shareholders–

The Private Limited Company Registration requires minimum two (2) shareholders and maximum are limited to two hundred (200) shareholders per the Companies Act, 2013. A shareholder can be an individual, or a body corporate (LLP, HUF, partnership) except Co-operative Society. In case of a foreign national, FDI rules and regulation is to complied and reporting must be completed via form FC-GPR with RBI.

The shareholders or members are the owners of the Private Limited Company and subscribers to the Memorandum of Association, vesting the power and control over the management. These members appoint the First Directors of the Company known as ‘First Directors’. They are also entitled to become the directors of the Company at the same time unless stated in the Articles, but the director has to be an individual and cannot a body corporate, wherein a shareholder can be a body corporate appointed in the Private Limited Company as laid down by the law under the Companies Act, 2013.

Directors –

The Private Company registration requires minimum two (2) Directors and maximum fifteen (15) per the Companies Act, 2013. One of the Director should be of Indian Nationality, being resident* of India. The Directors who are appointment in the Company should obtain the Digital Signature Certificate (DSC) from certifying authorities using Class 3 category and the Director Identification Number (DIN) which is unique for every Director is to be obtained while filing the webform SPICe+ on MCA portal. 

*Resident: An individual is said to be resident of India, if the person has stayed in India for at least 182 days during the preceding financial year irrespective of the citizenship. The resident person should be a citizen of India.

The first directors of the Company are appointed by the shareholders as named as ‘First Directors’ of the Company in the Article of Association. Directors are appointed to take decisions related to day-to-day functioning of the business and control the business operations being responsible for all compliances being accorded to.

Unique name –

The Private Company registration requires a unique name, distinct and not identical to any of the existing names registered or trademark name registered or application in process in India under the Ministry of Corporate Affairs. The word ‘Private Limited’ is to be added in the end of the name proposed for the Private Limited Company. The article on Name Guidelines for Private Limited Company Registration can be referred for detailed understanding.

Registered office –

The Private Company registration requires to have a fixed registered office address where the main business activities is being carried out, a place where all the business communications are addressed and records are being maintained under the Section 12 of the Companies Act, 2013.

The Residential address can be also used as the registered address of the Private Limited Company where the consent is obtained from the owner to use the property for business purpose and according to the set of rules laid under the Companies Act, 2013. The Private Limited Company should affix a nameplate outside the address which should state and contain the name of the Company, Corporate Identification Number (CIN), registered address and email, website and contact number (if any) of the Company.

After the Private Limited registration, Company needs to file INC-22 before the Registrar of Companies (ROC) for the verification of the registered office including the evidence of the postal address and based on the ‘State’ of the Company the ROC is decided.

Capital –

The Private Company registration requires no minimum capital in the Company, after the introduction of Companies Amendment, Act of 2015. The initial fund required in the Company can be decided as per the longing of the Company, its members and based on the business operations. The Private Company registration government fee is calculated on the base of capital of the Company.

Documentation –

The Private Company registration online can be processed through submission of documents which is the central and most essential part of its registration. The documents required at each step for registration is stated below:

1. For registered office –

• No objection certificate from the owner
• Rental agreement from landlord in case the property is on rent
• E-mail address of the Company
• Address proof which can be any utility bill not older than two months at the time of submission (electric bill, telephone, water or gas bill)

2. Directors appointed –

• PAN Card (for a foreign director – passport is a must)
• Aadhar card / passport / voter ID / driver’s license – address proof
• Address proof which can be any bank statement or any utility bills
• Latest passport size photograph
• Mobile number (linked to Aadhar)
• e-mail address

Procedure for Private Limited Company Registration

Once the above is prepared and finalised, the Private Limited Company Registration procedures can be started.

1. Digital Signature Certificate, DSC for both Directors and Subscribers in addition to the Director Identification Number., DIN for the Directors of the Company.

Directors and subscribers to the Company should apply for the DSCs under Class-III category from any service provider of DSC authority and once it is availed and approved, the DSCs are ready to be used for attestation and certification of form filing under ROC.

The DIN for the Directors can be obtained while filing the webform SPICe+ PART-B with the MCA which allows up to three directors. The DIN is a unique number allotted to each individual appointment as a Director in any Company. One DIN per Director is adequate.

2. Registration using the web-form SPICe+ on MCA

The Private Limited Company Registration can be easily started online by log in to MCA portal and clicking on the e-forms section, the single application web-based form i.e., SPICe+ form with new application. Using SPICe+ form PART-A, the Company should reserve two proposed names complying with the naming guidelines stated per draft rules under the Companies Act, 2013. If the proposed name gets rejected, the applicant can re-submit with a new name and after approval of the proposed name with MCA.

The approved name will be reserved for a period of 20 days, wherein the applicant must file and complete the PART-B and submit the webform online. The web form SPICe+ PART-B contains all other information of the Company relating to its director and incorporation documents e-MoA, e-AoA, including other linked forms (INC9, Agile Pro) which once completed is to be certified using the DSC.

3. Certificate of Incorporation

Once the web-form is uploaded and submitted on MCA, a challan is generated where an online amount of fee is to paid. After the payment of the registration fee online on MCA Portal, the ROC will examine the submitted application and after successful scrutiny, MCA will issue a certificate of Incorporation online on the registered email address of the Company, and the same can be viewed by logging in to MCA portal account.

Conclusion

The above lays down the minimum requirements for Private Limited Company registration, and the registration cost in India for Private Limited Company is though comparatively cost-effective but would vary depending on the authorized share capital, number of directors, members and professional fees. Post registration, there are event-based activities which would call upon certain compliances for e.g.: Change in capital structure or director or official registered address of the Company.

Well, to do Private Limited Company Registration successfully and keep all the post legal compliances in check, if there is any query or assistance required, feel free to reach out to our team of professional experts at Compliance Calendar LLP at info@ccoffice.in or connect us over the call at 9988424211.