The first step towards building a successful business is choosing an appropriate business structure. One must be aware of his/her business requirements before starting a business.
The private limited company structure is best for organizations that are looking for investors & starting businesses that have greater investment requirements and turnover.
A private limited company is an investor-friendly structure. It has many advantages like having the status of a separate legal entity, limited liability, perpetual existence, besides others.
If your business will benefit from these advantages, then you should opt for registering a private limited company in India.
Let’s dig deeper and understand what are the basic requirements for Private Limited Company Registration in India?
Prerequisites of registration:
1. Finalize the object and scope for your business
This is a vital step as it clarifies the type of business activities the company would engage in. The objective of the company is laid down in the MOA of the company. MoA & AoA act as the constitution of the company.
One cannot run a private limited company before registering the object of the company with the MCA.
Moreover, many businesses require approvals, certifications, and licenses from certain regulatory bodies like – SEBI, RBI, etc. Hence, it is important to know and finalize the object and scope of the business.
2. Established a registered office/ official place of business
For registration, it is a must to provide on the official registered address of the company.
3. Finalize the capital and the initial capital flow
For company registration, you will come across many different terms representing the types of capital. The main being- authorized capital and paid-up capital.
Authorized capital decides the company’s capacity to raise money. The primary requirement is to set the company’s authorized capital as Rs 1 Lakh.
While deciding this amount, you need to consider that it is a deciding factor for the stamp duty payable to Government for registration.
After you are done with the following steps you can go forward with the actual registration process.
The private limited company registration process:
The following are the steps for Private Limited Company Registration
1. Procure Digital Signature Certificate
For applying to the MCA, it is essential to first get a digital signature certificate for the proposing of directors and the shareholders of the company to enable filing of required e-forms during the registration process.
Documents that would be required are:
- passport size photograph
- PAN card and
- address proof of the applicant
2. Name reservation
One must consider the following points before applying for a company name with MCA.
- Formulation of company name:
MCA will approve names only if it has the following elements:
- It is a unique or coined word
- Has a suffix
- Ends with “private limited”
There are some other factors to be kept in mind while choosing the name of the company.
Once the name is thought of it must be seen whether it is available or not. Checking availability of company name is vital to avoid rejection. The name must be checked on MCA as well as with trademark. In case there is an existing trademark of the same name, one may not get approval.
After the amendment, there has been a change in the way a company name can be applied for. It can be done in two ways-
First method: File a separate web-based application on MCA portal called the RUN (Reserve Unique Name) form
Second method: Apply for a name within the form of registration of private limited company/SPICE form
- Application through RUN:
Two options of the chosen names can be applied preferentially. In case both the names are disapproved a second chance of resubmission is provided.
The name allotted in his application will be reserved for the applicant concerned for a period of 20 days starting from the date of the Name Approval Letter.
If an existing company wishes to change its name, then Corporate Identification Number (CIN) is required under the RUN process.
- Application through SPICE
Through SPICE the applicant can apply Company Name through the integrated SPICE Application for Company Registration.
Under SPICE only one name can be sent for approval. But, in SPICE two resubmissions are allowed. So, the applicant can submit 3 names for approval without any extra fee.
3. Drafting of MoA & AoA and other documents
The next step would be drafting Memorandum of Association and Articles of Association which as stated earlier acts like the constitution of the company.
Additional documents required for registration are:
- NOC from the owner of registered office address and Utility Bill;
- In case the premises are rented, Rental Agreement with the registered office owner.
- Consent to act as a Director of the company in form DIR – 2;
- Declaration by the first subscriber(s) and director(s) in form INC – 9
- A certified true copy of the self-attested Identity proof of the first subscriber(s) and director(s).
- A certified true copy of the self-attested Address Proof of the first subscriber(s) and director(s).
4. Application for Company Registration
Once all the documents are prepared, the application for registration of Private Company can be made by in e-Form SPICe accompanies with SPICe MOA and AOA.
The said form is a consolidated application for making an application for incorporation of the company along with allotment of DIN, PAN, and TAN.
After due verification of the application and documents provided, the concerned RoC may grant the Certificate of Incorporation ( COI ), which is conclusive proof of the existence of the company.
On receipt of Certificate of Incorporation (COI), the company comes into existence in eyes of law, whereby it is authorized to carry out business in its name and hold assets.
Also, the company is required to fulfill the applicable compliance after incorporation of the company, as per the legal norms.