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Swati K & Co. Chartered Accountants ICAI FRN 021392S

Private Limited Company Registration

The most popular corporate structure in India.

Overview

What is a Private Limited Company?

A private limited company is the most common and popular type of corporate legal entity in India and comes into existence by the process of incorporation. After a company is incorporated, it becomes a distinct entity from those who invest their capital and labour to run the company. The registration / incorporation of a Private Limited Company is governed by the Ministry of Corporate Affairs (MCA). Companies are incorporated & regulated under the Companies Act, 2013 and the Companies Incorporation Rules, 2014.

Minimum requirements

Minimum requirements for a Private Limited Company

  • Minimum two Directors and two Shareholders are required. Further, directors and shareholders can be the same persons.
  • One Resident Director: As per Section 149(3) of the Companies Act, 2013, every company shall have at least one director who has stayed in India for a total period of not less than one hundred and eighty-two (182) days in the previous calendar year. Here “calendar year” (January–December) is to be applied strictly and must not be confused with the “financial year” (April–March). Further, per MCA General Circular No. 11/2020, for a newly incorporated company the requirement applies on a pro-rata basis from the date of incorporation.
  • Woman Director and Independent Director: An Independent Director is generally not required for a private company. However, a Woman Director is mandatory for certain private companies under Rule 3 of the Companies (Appointment and Qualification of Directors) Rules, 2014 — namely, private companies that are listed, or have a paid-up share capital of Rs. 100 crore or more, or a turnover of Rs. 300 crore or more.
  • Private companies can have a minimum paid-up capital of any amount without any minimum limit, the erstwhile Rs. 1 lakh minimum having been removed by the Companies (Amendment) Act, 2015. The company’s authorised capital and the applicable Registrar of Companies filing fees remain relevant considerations at incorporation.
  • Director Identification Number (DIN) and DSC for all the Directors.
  • PAN, ID proof and address proof of all the Promoters and all the Directors.
  • Application for Name Approval and approval of the same through Part A of the SPICe+ form. (Note: R.U.N (Reserve Unique Name) is used for change of name of an existing company, not for fresh incorporation. The name desired should not resemble the name of an existing registered company, must not be identical or too similar to an existing trademark under the Trade Marks Act, 1999, shall comply with Rule 8 of the Companies (Incorporation) Rules, 2014 on prohibited and undesirable names, and shall not violate the provisions of the Emblems and Names (Prevention of Improper Use) Act, 1950.)
  • Drafting of documents and filing of e-Forms, namely MOA / AOA / SPICe+ Form / AGILE-PRO-S e-form.
  • Proof of office / registered address and latest copies of utility bills.
  • Brief write-up on the nature of business to be carried on in the proposed company.
Procedure

Steps in incorporation

  • Application for Name Availability.
  • Preparation of Memorandum and Articles of Association.
  • Filing of documents, e-forms, etc.
  • Issue of Certificate of Incorporation and allotment of Corporate Identity Number (CIN) by Registrar.
  • Applying and obtaining other post-registrations required.
  • Opening current account with the bank and remittance of share capital amount to the bank.
  • Filing of Declaration for the commencement of business. Under Section 10A of the Companies Act, 2013 (inserted by the Companies (Amendment) Act, 2019), a company incorporated after 2 November 2018 having share capital must file a Declaration of Commencement of Business in Form INC-20A within 180 days of incorporation; failure attracts penalty and the company may be struck off.
  • Issue of share certificates and appointment of Auditors. Under Section 139(6) of the Companies Act, 2013, the first auditor must be appointed by the Board within 30 days of incorporation; if the Board fails to do so, the shareholders must appoint within 90 days at an Extraordinary General Meeting.
Post incorporation

What you receive after registration

After successful processing of the application by the Registrar of Companies, they will issue an Incorporation Certificate mentioning a Corporate Identity Number (CIN) along with the other registrations opted for in the form.

Further, MCA has integrated the MCA21 System with the CBDT for the issue of PAN and TAN to a company incorporated using SPICe+ (SPICe Plus, introduced in February 2020). Therefore, the applicant can submit applications for PAN and TAN at the time of submitting applications for incorporation through SPICe+. SPICe+ also integrates registration for EPFO, ESIC, Profession Tax (Maharashtra), and bank account opening (via AGILE-PRO-S).

The PAN / TAN allotted by the Income Tax Department are affixed on the Certificate of Incorporation of the company. The applicant can also apply for DIN through SPICe+ for up to 3 directors. This “up to 3” limit applies only to fresh DIN allotments (directors who do not already hold a DIN); the total number of proposed directors may exceed 3 if the additional directors already hold a valid DIN.

We provide all types of services connected to private limited companies, including its incorporation, post-incorporation registrations, licenses, etc.

Ready when you are

Talk to our team.

A 30-minute call with our team — no deck, no follow-up email blasts. Just a read on whether we’re the right team to incorporate your Private Limited Company.