WHAT IS PRIVATE LIMITED COMPANY?

Pursuant to Section 2(68) of Companies Act, 2013 “Private company” means a company having a minimum paid-up share capital as may be prescribed, and which by its articles,—

(i) restricts the right to transfer its shares;

(ii) except in case of One Person Company, limits the number of its members to two hundred:

Provided that where two or more persons hold one or more shares in a company jointly, they shall, for the purposes of this clause, be treated as a single member:

Provided further that—

(A) persons who are in the employment of the company; and

(B) persons who, having been formerly in the employment of the company, were members of the company while in that employment and have continued to be members after the employment ceased,

shall not be included in the number of members; and

(iii) prohibits any invitation to the public to subscribe for any securities of the company;

In simple words, a Private limited company is a company which is privately held for small businesses. The members of Private limited company enjoy the benefit of limited liability  to the amount of shares respectively held by them. The Shares of Private Limited Company is not freely transferable and cannot be publicly traded.

In this write-up, we will discuss step by step procedure of How to register a New Private Limited Company

Steps for Private Limited Company Registration:

1. Application for Name Reservation: While selecting the name of the Company, there are several legal checks which shall be kept in mind. The name is rejected by the department (CRC under MCA) if they find that the name is undesirable, similar to the existing registered company, existing trademarks in the class applicable and for other reasons as prescribed under the Companies Act, 2013. Once the Name is finalized, we have to file Application for Name reservation of the Company in FORM SPICe+ Part A. There is also option to file integrated form SPICE PART B which also includes name application.

2. Compilation of KYC Documents and other Relevant Information: The following Documents and Information is required for the Incorporation of a Private Limited Company:

Following Documents of all the Directors and Shareholders are required:

• Copy of PAN Card (Mandatory)
• Copy of Aadhar Card (Optional)
• For Identity proof – Passport or DL or Voter Id
• For Residential Address Proof – Bank Statement or Electricity Bill or Mobile Bill or Telephone Bill (these documents shall not be older than two months from the date of filing Incorporation application)

Required Information/Documents of Company:

• Authorized and Paid-up Share capital of the Company - Authorized Capital means the amount up to which the company may increase its Capital in future. Paid up Capital means the initial amount of subscription which the shareholders will deposit in the Companies Bank amount after the Incorporation of the Company.

• Proof of Registered office of the Company – Mobile Bill or Telephone Bill or Electricity Bill or Gas Bill, not older than two months from the date of filing Incorporation, depicting the Name of Owner of the Property. If the Property is in the name of Third Party i.e., other than Company and its Directors and Shareholders, a Notarized Rent Agreement or Lease deed is also required along with the Rent receipt.

• NOC from owner of the Property – Where title of the property is in the name of any person other than Company, No Objection Certificate is required from the owner of the property. Please note that NOC is also required if the property is in the name of Director of the Company.

3. DIR-2, DIR-8 and Other Relevant Documents: There are several other incorporation draft documents required to be attached along with the Incorporation Forms that:

• DIR-2: Consent of Directors to act as the Director of the Company.
• DIR-8: Intimation by Director with respect to its Directorship and Disqualification, if any.
• INC-8: Certification from Practicing Company Secretary or Practicing Company Secretary or Practicing Cost Management Accountant or Advocate.
• Other Relevant documents – General Declarations.

You do not have to worry about these documents, Compliance Calendar LLP will provide you with these documents, and the directors just have to read and put a signature on required documents.

4. Submission of Incorporation Forms: Once all the Information and documents are compiled, we have to file the Incorporation Forms and submit it to MCA through https://www.mca.gov.in/mcafoportal/run/spice (MCA Portal). FORM SPICe+ is to be filed for incorporation which consist of several linked forms namely,

• SPICe+ Part A: For Name reservation

SPICe+ Part B: Detailed Application for Name Reservation

• SPICe+ eMOA: It signifies the detailed Objective of the Company
• SPICe+ eAOA: It signifies the detailed Rules and Regulation which is to be followed by the Company
• AGILE-PRO-S: It is an Integrated form for Application for registration of Goods and Service Tax Identification Number (GSTIN), Employee State Insurance Corporation (ESIC) registration, Employees' Provident Fund organisation (EPFO) Registration and Profession Tax Registration, Opening of Bank Account and Shops and Establishment Registration Number
• INC-9: Declaration for verification by Shareholders of the proposed Company.

All the forms shall be Digitally verified by the Director and the Shareholder of the Company respectively, through DSC along with Professional Certification wherever mandatory.

5. Approval from MCA Department: After Completing the above procedure, the CRC Department will do the scrutiny of submitted forms and if there are some limitation or shortcoming, they will mark the forms sent for resubmission and we need to comply the same. This will allow the CRC to approve the same, if ROC is satisfied with the information and documents provided by the applicant. Applicant will receive Certificate of Incorporation (COI) of the Company to Email (Company’s Email) along with PAN and TAN from NSDL in soft copy.

Conclusion

Once the COI is issued by the MCA, it means that the Company is registered with the department. You can also check the master data of your company at the official MCA website. Post company registration, promoters of the company (Startup Founders) must ensure that the applicable provisions of The Companies Act, 2013 shall be followed by the Company otherwise the officer in default along with the Company will be held liable for the non-compliances (including post incorporation compliance) and will attract the penal provisions as mentioned in the Act.

We have tried to cover all the aspects of How to register a New Private Limited Company. If you have any doubt regarding Private limited Company Registration, we at Compliance Calendar LLP have a dedicated team of Professionals who are well equipped with the provisions of the Companies Act, 2013 and other applicable laws, to ensure that the company fulfill its compliance requirements on time.

We let the owners to focus on its core area of work and leave the compliance burden on us. If you have any query, you are welcome to write to us at info@ccoffice.in or connect at 9988424211.