Documents Required & Procedure for Private Limited Company Registration in India
Introduction
In India, private limited companies have gained a lot of popularity since they have a simplified procedure of incorporation and low capital requirements. Other features that make private limited companies popular are - Limited liability of shareholders, ease in raising funds through issue of equity shares, separate legal entity, and perpetual existence. The average time to Register the Private Company in India takes 10-15 days to vary depending upon the government processing time
Private Limited Companies and their registration are governed under the provisions of the Companies Act, 2013, Companies (Incorporation) Rules, 2014 and Ministry of Corporate Affairs (MCA).
Private Limited Company- An Overview
Section 2(68) of the Companies Act 2013 defines the
Private Limited Companies. As per this section, Private Limited Companies are those who are restricted through their AOA to transfer the shares, and public subscription of the shares is also prohibited.
As per the Companies Act, Private Companies, other than One Person Company (OPC), cannot have more than 200 members at any time. Earlier, the section prescribed the minimum paid-up capital of INR 1 Lakh that was omitted later with an amendment in the year 2005.
Mandatory Requirement
For incorporating the Private Limited Companies, there are certain mandatory requirements that have to be met mandatorily:
● Minimum 2 directors: Private Limited Company must have at least two directors, at any point in time, amongst whom at least one shall be a resident of India.
● Unique Name: The company must be registered with the name that doesn't resemble the name of already existing Company or registered trademark.
● Registered Office: Company need not have only commercial space as a registered office. There is no restriction for a rented home as a registered address provided a No Objection Certificate has been obtained from the owner of the premise.
● DIN and DSC: Directors must have a unique identification number that is known as Director Identification Number, along with Digital Signature Certificate (DSC), for e-signing the documents and forms.
Documentation
Following are the necessary documents required for incorporating a Private Limited Company as per Companies Act:
● Scanned and self-attested copy of PAN and Aadhar Card of subscribers and directors.
● Scanned copy of any one of the three Identity proofs of subscribers:
✔ Voter Id; or
✔ Passport; or
✔ Driving License
● Scanned copy of any one of the three Address proof of subscribers:
✔ Electricity or Gas Bill (Not older than two months)
✔ Bank statement (Not older than two months)
✔ Mobile Bill (Not older than two months)
● If the registered office premise is owned, scanned copy of address proof of registered office such as a mobile bill, electricity bill, gas bill, etc which should not be older than two months
● Signed NOC from the landlord in case of the rented premise.
● Scanned copy of notarized rent agreement
● An affidavit from directors declaring that they have complied with the deposit rules of the Companies act.
● Consent of the directors in Form DIR-2 to act as directors of the Company that contains the complete details of directors.
Steps of Registration of a Private Limited Company
Following are the 4 simplified procedures for getting the registration of Private Limited Company:
a) Digital Signature Certificate (DSC): The first and foremost Step for Registering a Private Limited Company is to procure the DSCs of the directors, shareholders, and every person involved in the incorporation of a Company. The applicant can apply to the Certifying Authority for the issue of DSC. Such an application is filed with necessary documents such as a self-attested copy of PAN, Aadhar, and one passport size photograph. DSC is required for digitally signing the e-forms by subscribers and directors for e-filing the forms on the MCA portal.
b) Name Approval: Before applying online for registration of the Company, the applicant needs to file the form RUN online on the MCA portal along with the fees of INR 1,000 for the reservation of name. Name applied shall be unique and shall not resemble any registered Company or trademark. ROC, after scrutinizing the application may reject, approve, or give the chance to resubmit the same within the prescribed time limit. In case the name is approved by the authority, the name approval letter is issued on registered mail id with the validity of 20 days.
c) Filing of Incorporation Application: Application for registration of Company online is made via following three linked e-forms:
● SPICe (INC-32)
● SPICe MOA (INC 33)
● SPICe AOA (INC 34)
The application for the allotment of PAN and TAN is processed in the same application of registration. If the application is correct in all aspects, the Company is approved by ROC with the issuance of Certificate of Incorporation (COI). MCA gives an option of up to a maximum of two chances of resubmission in case of any default or incorrectness found in any information filed.
d) INC-20A: Every newly formed Company now has to file e-form INC-20A (Declaration of commencement of business) within 180 days of incorporation of the Company. Directors declare through this form that the subscriber had paid the full value of shares agreed to be taken by them on the date of such declaration.
Conclusion
After the receipt of COI, the company officially comes into existence in the eye of law. The company can commence its business by opening the current account in the name of the company and depositing the amount of subscribed and paid-up capital. The company, to keep itself active, has to comply with the provisions of the Companies Act, such as filing annual returns, conducting Board meetings, etc.
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