Private Limited Company Registration

1. Minimum Requirements

  • 2 shareholders ( Two persons are also required to act as shareholder of a company. The shareholders can be natural persons or an artificial legal entity. Hence, a company can be owned by two corporate, which are domiciled in India or abroad.)

  • 2 directors (One of the Director of a private limited company has to be an Indian Citizen and Indian Resident)

  • Minimum Authorized Capital - 1 Lakh 

2. Document Requirements for Private Limited Company Registration

  • Proposed Name of Company​​

  • Company Business Object

  • Address Proof - Rent Deed/ownership Document of Property

  • Utility Bill (Electricity Bill, Telephone Bill, Water Bill, Gas Bill)

  • No Objection Certificate

  • List Of Share Ratio

  • Pan Card - All Directors

  • Address Proof - All Directors

  • Photo – All Directors

  • Mobile & Email – All Directors

Reasons to Register a Private Limited Company
 

The following are some of the major reasons most Entrepreneurs choose to incorporate a private limited company.

Reasons to Start a Private Limited Company

Separate Legal Entity
A company is a legal entity and a juristic person established under the Act. Therefore a company has a wide range of legal capacity like owning property and incurring debts. The members (Shareholders/Directors) of a company have no personal liability to the creditors of a company for company’s debts.

 

Uninterrupted Existence
A company has ‘perpetual succession’, meaning uninterrupted existence until it is legally dissolved. A company being a separate legal person, is unaffected by the death or other departure of any member and continues to be in existence irrespective of the changes in ownership.

Easy Transfer-ability
Ownership of a business can be easily transferred in a company by transferring shares. The signing, filing and transfer of share transfer form and share certificates is sufficient to transfer ownership of a company. In a private limited company, the consent of other shareholders maybe required to effect share transfers.

 

Owning Property
A company being an artificial person, can acquire, own, enjoy and alienate, property in its name. The property owned by a company could be machinery, building, intangible assets, land, residential property, factory, etc., No shareholder can make a claim upon the property of the company – as long as the company is a going concern.

 

Limited Liability
Limited liability is the status of being legally responsible only to a limited amount for debts of a company. Unlike proprietorships and partnerships, in a private limited company the liability of the shareholders in respect of the company’s debts is limited to the equity invested by them in the company.

All the compliances provided under the Company Law may be divided in 2 parts for making it easy to understand Mandatory Compliances and Event Based Compliances.

1. MANDATORY COMPLIANCES: 

                               

                                After registration following are the mandatory compliances for every company:

Meeting of Board of Directors: First Meeting of Board of Directors is required to be held within 30 days of Incorporation of Company and thereafter 4 meetings are required to be held in every financial year in such a manner that the gap between 2 Board Meetings should not be more than 120 days. Notice of Board meeting must be send before 7 days of meeting to every director by way of physical or through e-mail.

 

Benefits to Small Company:

Small company means private limited company which has paid up capital less than Rs. 50 lakh AND turnover less than Rs. 2 Crore. It is sufficient to conduct only 2 board meeting for a small company.

 

In First Board meeting, Company has to approve pre-incorporation expenses, authorize anyone director for issuing share certificate and bank account opening, appoint first auditor of the company etc.

  1. Issuing of Share Certificate: The Company is required to issue Share Certificates to the subscribers of memorandum within 60 days of Incorporation of Company.

  2. Filling of Disclosure of interest by Directors: Director of every company are required to give disclosures about their interest in any other business entity in first Board Meeting in which they participate as a Director and thereafter in First Board Meeting of every financial year in FORM MBP-1 to the Company.

  3. Annual General Meeting: A company may hold its first AGM within a period of 18 month from the date of incorporation. However, this should not be more than 9 months from close of financial years. There must be one meeting held in each year and the gap between two AGM must not be more than 15 months. Meeting must be held not later than 6 months from close of financial year.

  4. Minutes of proceedings of Meeting of Board of Directors, General Meeting: It is mandatory for every company to cause minutes of the proceedings of every meeting of Board of Directors, General meeting within 30 days of conclusion of meeting concerned. Minutes shall be preserved permanently and shall act as evidentially value in case of any dispute.

  5. Approval and Signing of Financial Statements: The financial statement shall be approved by the Board of Directors and signed by 2 Directors out of which one shall be managing director and the chief executive officer, if he is a director in the Company, Chief Finance officer and the Company Secretary of the Company, wherever they are appointed for submission to the auditor for his report thereon.

  6. Report by Board of Directors: Every Company has to prepare a board report in which details of the state of the company, operations during the year, net profit, dividend declaration and its compliance with a set of financial, accounting and corporate social responsibility standards contains.

  7. Filling of Financial Statements or Financial Results: Every Company is required to file its Financial Statements within 30 days of its Annual General Meeting with Registrar of Company in E-FORM AOC-4 available at mca.gov.in which shall be digitally signed by at least one Director and is required to be certified by A Company Secretary in Practice/Chartered Accountant in Practice/ Cost Accountant in Practice if the Company is not a Small Company.

  8. Filling of Annual Return: It is mandatory for every company to file its Annual Return with Registrar of Companies within 60 days of Annual General Meeting in E-FORM MGT-7 available at mca.gov.in which shall be digitally signed by at least one Director and is required to be certified by A Company Secretary in Practice if the Company is not a Small Company.

The annual return of a listed company or a company having paid-up capital of Rs. 10 Crores or more OR turnover of Rs. 50 Crores or more shall be certified by a Practicing Company Secretary in Form No. MGT-8 stating that the annual return discloses the facts correctly and adequately and that the company has complied with all the provisions of this Act.

♣ Maintenance of Statuary Registers: Following registers are required to be maintained by every company:

MGT-1: Register of Members

MGT-3: Foreign register of members, Debenture Holders other security holders or beneficiary residing outside india

FORM SH-2: Register of renewed and duplicate share certificate

FORM SH-3: Register of Sweat Equity Shares

FORM SH-6: Register of Transfer and Transmission of Shares

FORM SH-10: Register of Shares or Securities bought back

FORM SH-12: Register of loan, investment and guarantee

FORM CHG-7: Register of Charges

FORM MBP-4: Register of contract or arrangement in which directors are interested

Register of Director and KMP

Register of deposits

2. EVENT BASED COMPLIANCES

  • Change in Shareholder, Directors or Managerial Person

  • Increase in Authorized Share capital

  • Increase in Paid up share capital (Issue of security)

  • Change in registered office

  • Change in secured borrowing (Creation, modification and satisfaction of charge)

  • Change of name of company

  • Conversion of company 

  • Filing of resolution and agreements

 

3. Compliance of Filing the Income Tax Returns
Income Tax Return is mandatory to be filed by every Private Limited annually. It contains all the information regarding the earning of the Private Limited from all sources, tax liabilities it has, taxes that have been paid for the financial year and any rebates that it receives from the government. It is mandatory for these Private Limited to close their financial year on 31st March every year.

Companies are required to file their Income Tax Return by 30th of September every year or on the dates notified by the Income Tax Department for that year. They are required to get their books audited under the Income Tax Act If prescribed limit exceed.

FAQ on Private Limited Company Registration
 

1) How do I start a private limited company?
All that is required are PAN card of the promoters, address proof and bank statement copies of the promoters along with address proof for the registered office address. A company can be started in about 3 – 7 days.

2) What is authorised capital of the private limited company?
Authorised capital is the maximum value of equity shares that can be issued by a company. On the other hand, paid up capital is the amount of shares issued by the company to shareholders. Authorised capital can be increased after incorporation at any time to issue additional shares to the shareholders.

 

3) Can registered office be a residential property?
Yes, a residential property can be used as a registered office of a company. However, empty land or vacant buildings cannot be used as a registered office.

Can NRIs and foreign nationals or foreign entities register a private limited company?
Yes, NRIs, foreign nationals and foreign entities can register a company and invest in India, subject to the Foreign Direct Investment norms set by the RBI. However, incorporation rules in India require for one Indian national to be a part of the company on the Board of Directors.

 

4) How to select a name from my company?
The name selected by you should not be identical or similar to an existing company name or LLP name or registered trademark.