Private Limited Company Registration – Process & Documents Required
Starting a business as a private limited company is a popular choice among entrepreneurs due to its numerous benefits, including limited liability protection, ease of raising funds, and scalability. If you are considering registering your company as a private limited company, it is essential to understand the registration process and the documents required. In this article, we will guide you through the step-by-step process of private limited company registration and provide you with an overview of the documents you will need.
Process of Private Limited Company Registration:
Step 1: Obtain Digital Signature Certificate (DSC) The first step in the registration process is to obtain a Digital Signature Certificate (DSC) for the proposed directors of the company. A DSC is an electronic form of a physical signature that is used to sign documents electronically. It ensures the security and authenticity of the documents filed online with the Registrar of Companies (ROC).
Step 2: Obtain Director Identification Number (DIN) Once you have obtained the DSC, the next step is to apply for Director Identification Number (DIN) for all the proposed directors of the company. DIN is a unique identification number assigned to each director of a company. It is mandatory for all directors to have a DIN before they can be appointed as directors of a company.
Step 3: Name Reservation After obtaining the DIN, you need to choose a unique name for your company and submit it to the ROC for approval. It is advisable to select a name that is unique, easy to remember, and does not infringe on any existing trademarks. The name should also comply with the naming guidelines provided by the Ministry of Corporate Affairs (MCA). Once the name is approved, it will be reserved for a period of 20 days.
Step 4: Drafting of Memorandum of Association (MOA) and Articles of Association (AOA) The next step is to draft the Memorandum of Association (MOA) and Articles of Association (AOA) of the company. The MOA contains the fundamental details of the company, such as its name, registered office address, objectives, and authorized share capital. The AOA, on the other hand, contains the rules and regulations for the internal management of the company, including the rights and responsibilities of the shareholders and directors.
Step 5: Filing of Incorporation Documents Once the MOA and AOA are drafted, you need to file the following incorporation documents with the ROC:
a) Form SPICe (Simplified Proforma for Incorporating Company Electronically) – This form includes details such as the company’s name, registered office address, directors’ details, shareholders’ details, and the capital structure of the company.
b) Form INC-9 – This form is a declaration by each subscriber to the memorandum and articles of association stating that they are not convicted of any offense or disqualified from being appointed as directors.
c) Form DIR-2 – This form contains the consent of each proposed director to act as a director of the company.
d) Form INC-22 – This form is used for the verification of the registered office address of the company.
e) Form URC-1 – In case the company is being incorporated with a single shareholder, this form is required to be filed.
Along with these forms, you need to submit the MOA, AOA, and other necessary documents, such as identity proof and address proof of the directors and shareholders, to the ROC.
Step 6: Payment of Fees and Stamp Duty After filing the incorporation documents, you need to pay the prescribed fees and stamp duty to the ROC. The fee is based on the authorized share capital of the company. Once the fees are paid, the ROC will verify the documents and process the application.
Step 7: Verification and Certificate of Incorporation Upon receipt of the application and documents, the ROC will verify the information provided and conduct a thorough examination. If everything is found to be in order, the ROC will issue a Certificate of Incorporation. The Certificate of Incorporation is a crucial document that signifies the formation and existence of the company as a separate legal entity.
Step 8: PAN and TAN Application After receiving the Certificate of Incorporation, you need to apply for a Permanent Account Number (PAN) and Tax Deduction and Collection Account Number (TAN) for your company. PAN is a unique identification number issued by the Income Tax Department for tax purposes, while TAN is required for deducting and remitting taxes on behalf of employees and suppliers.
Step 9: Opening a Bank Account Once you have obtained the PAN and TAN, you can proceed to open a bank account in the name of your company. The bank account is necessary for conducting financial transactions and managing the company’s finances. You will need to provide the Certificate of Incorporation, PAN, and other relevant documents to the bank to open the account.
Step 10: Compliance Requirements After the company is registered, there are certain ongoing compliance requirements that you need to fulfill. These include:
a) Appointment of Statutory Auditor: Within 30 days of incorporation, the company must appoint a qualified Chartered Accountant as the Statutory Auditor. The auditor will be responsible for conducting audits and ensuring compliance with financial reporting requirements.
b) Share Allotment and Share Certificates: The company must allot shares to its shareholders within 60 days of incorporation. Share certificates should be issued to the shareholders as evidence of their ownership in the company.
c) Regular Filing of Annual Returns and Financial Statements: The company is required to file annual returns and financial statements with the ROC within prescribed timelines. This includes the filing of the Annual Return (Form MGT-7) and Financial Statements (Form AOC-4) along with the required attachments.
d) Maintenance of Statutory Registers and Records: The company must maintain various statutory registers, such as the Register of Members, Register of Directors, Register of Charges, etc. These registers should be updated and kept at the registered office of the company.
e) Compliance with Taxation and GST Regulations: The company must comply with the applicable tax regulations and file regular tax returns. If the company is liable to pay Goods and Services Tax (GST), it must register for GST and fulfill the related compliance requirements.
Documents Required for Private Limited Company Registration:
- Identity and Address Proof of Directors and Shareholders:
- PAN Card
- Aadhaar Card or Passport
- Voter ID Card or Driver’s License
- Recent Passport-size Photographs
- Proof of Registered Office Address:
- Sale Deed, Lease Agreement, or Rental Agreement
- Property Tax Receipt or Utility Bill (Electricity Bill, Water Bill, etc.)
- Memorandum of Association (MOA) and Articles of Association (AOA): These documents define the objectives, rules, and regulations of the company.
- Declaration and Consent:
- DIR-2 (Consent to act as a Director)
- INC-9 (Declaration by Subscribers)
- Digital Signature Certificate (DSC) of Directors: This is used for online filing and signing of documents.
- Director Identification Number (DIN) of Directors: Each director must have a unique DIN.
- Payment Receipt of Registration Fees and Stamp Duty: Proof of payment of the prescribed fees and stamp duty.
- Other Documents:
- Board Resolution for Authorization
- NOC from the property owner (if the registered office is leased or rented)
- Any other documents required
In conclusion, the process of private limited company registration involves several steps and the submission of various documents. Starting with obtaining a Digital Signature Certificate (DSC) and Director Identification Number (DIN), you then proceed with reserving a unique name for your company. Drafting the Memorandum of Association (MOA) and Articles of Association (AOA) is followed by filing the necessary incorporation documents with the Registrar of Companies (ROC). After verification, the ROC issues the Certificate of Incorporation.
Subsequently, you need to apply for PAN and TAN for the company and open a bank account. Ongoing compliance requirements include appointing a statutory auditor, allotting shares, filing annual returns and financial statements, maintaining statutory registers, and complying with taxation and GST regulations.
To complete the registration process, you must gather various documents, including identity and address proof of directors and shareholders, proof of registered office address, MOA and AOA, declarations and consents, DSCs, DINs, payment receipts, and other relevant documents.
It is important to note that the specific requirements and procedures may vary based on the jurisdiction and regulatory framework of your country. Therefore, it is recommended to consult with a legal professional or company registration service provider to ensure compliance with the applicable laws and regulations. Registering your company as a private limited company offers numerous advantages and legal protections. By following the proper registration process and submitting the required documents, you can establish a legally recognized and structured entity that can thrive and grow in the business world.