Private Limited Company  Registration In India

Advantages

  • Limited Liability Protection to Director's Personal Assets
  • Better Image & Credibility
  • Easy to Raise Funds and Loans
  • Best Mode for Startups
  • Preferred Business Structure for Investors

Minimum Requirements

  • Minimum Two Directors
  • Minimum Two Members
  • No Minimum Capital Required
  • Maximum Fifteen Directors
  • One Director Must Be an Indian Resident

Introduction

A Private Limited Company is one of the most popular business structures in India, suitable for small and medium-scale enterprises. However, the total number of members in a Private Limited Company cannot exceed 200.

Once registered, the company attains a separate legal identity, meaning it exists independently of its directors and shareholders. This ensures its continuity even in the event of a member's demise. For Private Limited Company registration, one must consult professionals or visit the MCA online portal.

The Companies Act, 2013 governs Private Limited Companies, with the Ministry of Corporate Affairs (MCA) overseeing their registration.

Reasons to Register a Private Limited Company

  • Easy Transferability
  • Limited Liability
  • Perpetual Succession
  • Enhanced Credibility

Requirements for Incorporation of a Private Limited Company

The Companies Act, 2013 outlines the following requirements:

  • Passport-size Photo of Directors
  • DIN (Director Identification Number), if any
  • DSC (Digital Signature Certificate) of all Directors
  • Minimum Two Directors (At least one must be an Indian Resident)
  • PAN Card (Self-attested for all members and directors)
  • Identity Proof (Self-attested passport, voter ID, Aadhaar card, or valid driving license)
  • Address Proof (Recent bank statement, electricity bill, telephone/mobile bill – not older than 2 months)
  • Business Address Proof (Rented/Leased) – NOC from Landlord, Lease Agreement, and a recent utility bill
  • Business Address Proof (Owned) – NOC from the owner, property papers (Title Deed), and a recent utility bill

Basic Information Required

  • Authorized and Paid-up Share Capital
  • Place of Birth and Duration of Stay at Present Residential Address
  • Occupation of Members and Directors
  • Proposed Business Objectives
  • Educational Qualifications of Members and Directors
  • Email IDs and Contact Numbers

Process of Private Limited Company Registration in India

As per the Ministry of Corporate Affairs (MCA) notification effective 23rd February 2020, the SPICe+ web service replaced the old INC-32 (SPICe) Form.

Step 1: Application for Name Reservation

  • Submit a name reservation application via SPICe+ (Part A) on the MCA portal.
  • Ensure the name is unique and does not conflict with an existing trademark.
  • If approved, the name is reserved for 20 days.

Step 2: Fill Part B of SPICe+

  • Part B of SPICe+ contains sections for entering company details, director information, and registered office address.
  • This form allows modifications before submission.

Step 3: Convert SPICe+ Form into PDF

  • Once the details are finalized, convert the SPICe+ form into PDF format to affix DSC (Digital Signature Certificate).

Step 4: Upload the Form on MCA Portal

  • After affixing DSC, upload the form on the Ministry of Corporate Affairs portal.

Step 5: Declaration of Company’s Subscribers & First Directors

  • The INC-9 Form (Declaration by Subscribers and Directors) is automatically generated and filed electronically.
  • If the number of subscribers/directors exceeds 20 or they lack DIN/PAN, a manual submission is required.

Recent Amendments in Private Limited Company Registration

  • No Need to Mention SRN – Names reserved in SPICe+ Part A will auto-populate in Part B.
  • Mandatory Registration for ESIC and EPFO – New companies must register for Employee State Insurance (ESIC) and Employees’ Provident Fund Organization (EPFO).
  • Mandatory Registration for Professional Tax (Maharashtra Only) – Companies incorporated in Maharashtra must register for Professional Tax.
  • Mandatory Bank Account Application – Opening a bank account is now compulsory via AGILE-PRO linked web form.
  • Electronic Submission of INC-9 – Manual INC-9 submission is allowed only if there are more than 20 directors/subscribers or if they lack DIN and PAN.

Mandatory Use of e-MoA (INC-33) & e-AoA (INC-34)

The use of electronic Memorandum of Association (e-MoA) and electronic Articles of Association (e-AoA) is mandatory for companies with up to 7 subscribers if:

  • All individual subscribers are Indian nationals.
  • Foreign subscribers have valid DIN, DSC, and Business Visa.
  • Non-individual subscribers are based in India.

For cases where physical submission is required, apostilled MoA and AoA must be attached.

Statutory Filings for New Companies

  • Companies registered through SPICe+ that obtained EPFO/ESIC registration must file statutory returns only if they exceed the prescribed threshold limit.

Conclusion

Registering a Private Limited Company in India offers legal protection, credibility, and growth opportunities. Compliance with regulatory frameworks is essential to ensure smooth business operations.

For expert assistance with company registration, taxation, and compliance, contact Nayan Saluja & Company, a trusted Chartered Accountant firm based in New Delhi, serving clients across India.

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