Private Limited Company
Private limited company governed in India by Companies Act 2013, under section 2(68). A private limited company is an individual legal entity which is separate from that of its officers. A limited company has its own assets and liabilities, profits and losses. The liabilities are limited to the Company. In other words, the officers are protected from financial liability.
The private Limited company is one of the most common types of a company in India, requires a minimum of two directors, two members, and two shareholders to register itself legally. The director of a private limited company plays an important role in the working of the company. A maximum of fifteen directors is allowed in a company as per the Companies Act, 2013 laid out by Ministry Of Corporate Affairs (MCA).
Advantages
LIMITED LIABILITY
One advantage of owning a private limited company is that the financial liability of shareholders is limited to their shares. Therefore, if a private limited company was in financial trouble and had to close, shareholders would not risk losing their personal assets. Although, perpetrating a fraud related to the private limited company would negate an owner's limited liability protection.
EASY TRANSFERABLE OWNERSHIP
The shares and other interest of any member in the Company shall tend to be a movable property and can be transferable in the manner so provided by the Articles of such company. Therefore, it is easier to subscribe or leave the membership of the Company. Also it is easier to transfer the ownership.
PERPETUAL SUCCESSION
An incorporated company has Continued Existence. Continued Existence means the company shall continue to exist even if the member dies or ceases, etc. Changes within the management does not bring any affect onto the identity of the company, the Company will remain the same with same privileges, immunities, estates and possessions. The Company shall continue to exist till its wound up in accordance with the provisions of the relevant law.
SEPARATE PROPERTY
A Company as a legal entity is capable of owning its funds and other properties. The Company is the real person in whose hands all the property is vested and such company has the sole right to control, manage and dispose off the property so vested in the hands of the company. The property of Company is not the property of its shareholders.
TAXATION
As everyone wants to minimize his tax burden thus company as per the income tax act 1961 has another main benefit of incorporation towards taxation. Companies are often taxed at a lower rate and are provided with better taxable benefits as compared to other forms of business organization.
SELLING THE BUSINESS
It is easy to sell business for a company than any other business form. As business Corporation value will be based on the business, not the owner, therefore making it easy to sell the Company.
RAISING MONEY
Raising money as a small business and a sole proprietorship or partnership can be difficult. But as per Companies act 2013 a company can sell shares to the public or can accept deposits from public and can therefore raise money easier than other business structure types. The modes of financing business carried on by company are numerous. Moreover, since the companies are governed by particular law and have to comply with stringent disclosure norms, therefore they enjoy good credit worthiness with various financial institutions.
BETTER GOVERNED
Companies are governed by The Companies Act, 2013 and have to follow various other regulatory procedures during the course of its governance, moreover they have to comply with the stringent disclosure norms so imposed by the authority, which let to better governed organizations and creation of value for owners.
CAPACITY TO SUE
As a juristic legal person, a Company can sue in its name and be sued by others.
Minimum Requirements
- Minimum 2 Shareholders.
- Minimum 2 Directors.
- One of the Directors must be Indian Resident
- No Minimum Authorised Share Capital
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Company Registration
Documents Required For Registration
Identity And Address Proof
Aadhar Card, Aadhar number is now a necessity for applying for any registration in India. Also, income tax return can only be filed if the person has linked his PAN card with Aadhar number.
Address proof will be required for all directors and shareholders of the company to be incorporated. For Indian nationals, PAN is mandatory. For foreign nationals, apostilled or notarised copy of passport must be mandatorily submitted. Residence proof documents like bank statement or electricity bill should not be more than 2 months old.
All documents submitted must be valid
Registered Office Proof
- Register office of all companies must be in India .If it is a Rented Property, Rent agreement and NOC from a landlord. If it is a Self-owned Property, Electricity bill or any other address proof.
- Documents submitted must be valid and not more than 2 month old.
Process
Name Approval Application
Name Applications Under RUN Will Be Processed By Central Registration Centre (CRC). The Name Approval Is Subject To Comprehensive Check By The Central Registration (CRC) And Thereafter Approval Or Rejection Shall Be Communicated By E-Mail To The Applicant. The Name Approved Under RUN Process For New Company Registration Is Valid For A Period Of 20 Days From The Date Of Approval. In Case Of Change Of Name Of An Existing Company, The Name Shall Be Valid For 60 Days From The Date Of Approval. RUN Company Name Application Fee Is Rs.1000.00. This Fee Is Additional To The Regular Fee To Be Paid Through SPICE Application For Company Registration. RUN Company Name Application Mandatory Process. Alternatively, The Applicant Can Apply Company Name Through The Integrated SPICE Application For Company Registration. In That Case, We Can Submit ONLY ONE Name For Seeing Approval. However, There Are TWO Changes Of Re-Submissions For SPICE Application. So, Effectively The Applicant Can Submit FOUR NAMES (1-Original Submission + 1 Re-Submissions) For Approval Without Any Extra Cost.
DSC (Digital Signature)
A Digital Signature Is Electronic Signature, Which Is In The Form Of Codes. It Is Used For Signing The Electronic Forms, Filed With ROC For Incorporation Of Company. Digital Signature Cannot Be Used In Physical Documents. The Company Registration In Procedure Is Completely Online And Hence It Requires Digital Signature To Incorporate A Company. It Is Mandatory For Subscribers And Directors To Have A Valid DSC (Class II Or III). You Can Get A DSC From Us In Just One Day. If You Already Have A Digital Signature, Then You Can Use The Same But Check For Its Validity Since Agencies Issues DSC’s With Either One Or Two-Year Validity.
Apply For Din (Director Identification Number)
Director Identification Number Is A Unique Number Which Is Given To Existing Directors Of Incorporated Companies.
Rule 2(D) Of Companies (Appointment And Qualification Of Directors)Rule 2014 Defines Director Identification Number As An Identification Number Which Is Allotted By The Central Government To Any Individual, Intending To Be Appointed As Director Or To Any Existing Director Of A Company For The Purposes Of Identifying As A Director Of A Company.
The Following Points Are The Purpose Of Using DIN
- It’s A Unique Identification Number.
- The Entire Database Of The Director Can Be Found Using DIN
- The Name Of The Director, Address And PAN Number Can Be Found.
- The Past Companies In Which He Had Worked And Present Company In Which He Is Working Can Be Found.
- Once Obtained DIN Number, The Director Can Use The Same For Life Irrespective Of The Company He Works In. A Change In The Company Doesn’t Change The Director Identification Number.
Form Spice (Inc-32) Moa (Inc-33), Aoa (Inc-34), Agile
Form INC-32 Must Be Accompanied By Supporting Documents Including Details Of Directors & Subscribers, Affidavits, Declarations, Identity Proof, Address Proof, MoA And AoA Etc. Once The EForm Is Filed, Its Processed By The MCA’s Central Processing Centre.
If Found Complete Company Would Be Registered And CIN Would Be Allocated. Also DINs Gets Issued To The Proposed Directors Who Do Not Have A Valid DIN. Maximum Three Directors Are Allowed For Using This Integrated Form For Filing Application Of Allotment Of DIN While Incorporating A Company. Once All The 4 Forms Ready With The Applicant, Upload All Three Documents As Linked Form On MCA Website And Make The Payment Of The Same.
- In Respect Of Non-Individual First Subscribers Who Are Based Outside India, Pdf Attachments Of Apostilled MOA And AOA Shall Be Attached With SPICe (INC-32).
- SPICe AoA (INC-34) Has Facility For Adding, Modifying, And Deleting Articles. Thus If Additional Article Is Required, We May Add The Same
- DSC Is Mandatory For All Subscribers And Witnesses In EMoA (INC-33) And EAoA (INC-34). EMoA And EAoA Shall Be Used Only Where The Maximum Number Of Subscribers Do Not Exceed 7. In Case The Numbers Of Subscribers Are More Than 7, MoA And AoA Shall Be Attached Manually To SPICe And DSC Is Not Mandatory In Such Cases.
- Two Resubmissions Are Only Permitted In The E-Form
- SPICe EMoA And EAoA Have To Be Uploaded As ‘Linked Forms’ To SPICe (INC-32).
- The Ministry Of Corporate Affairs (MCA) Has Notified An E-Form Known As AGILE – Application For Registration Of The Goods And Services Tax Identification Number (GSTIN), Employees’ State Insurance Corporation (ESIC) Registration And Employees Provident Fund Organization (EPFO) Registration.
- GSTIN Application Via E-Form AGILE And Mandatory To File INC-35 While Submitting SPICe Form.
- It Is Mandatory To Apply For PAN And TAN For The Proposed Company Along With SPICe Form.
Certificate Of Incorporation
Incorporation Certificate Shall Be Generating With CIN, PAN & TAN. Company Has To Pay The Stamp Duty Irrespective Of The Capital Because Stamp Duty Is State Matter. Companies Act, Has Given Exemptions For The ROC Fees Not For The Stamp Duty With Authorized Capital Of Rs. 10 Lakh Or Below.
Pan & Tan Application
Once You Receive The Certificate Of Incorporation Apply For PAN And TAN As They Would Be Required For Opening A Bank Account. You Can Also Apply For The Same Along With INC-32 At The Time Of Incorporation.
Commencement Of Business (Inc-20a)
EForm INC-20A (Declaration For Commencement Of Business) Is Required To Be Filed Pursuant To Pursuant To Section 10A(1)(A) Of The Companies Act, 2013 And Rule 23A Of The Companies (Incorporation) Rules, 2014.
As Per New Section Inserted After Section 10 Of The Companies Act 2013, Section 10A Says A Company Incorporated, Having Share Capital Shall Not Commence Its Business Or Exercise Any Borrowing Powers Unless A Declaration Is Filed By The Directors Within 180 Days From Date Of Incorporation Of Company. The Registrar Of Companies That ‘Every Subscriber To The MOA Has Paid The Value Of The Shares Agreed To Be Taken By Him On The Date Of Making Of Such Declaration”
FREQUENTLY ASKED QUESTIONS
It provides creditability to business in the eyes of financial institutions, suppliers and potential clients. As it makes easier for companies to get loans at favorable terms from banks or convincing potential clients while entering into deals .
Any individual can become a shareholder in a private limited company. For becoming a director in a company, no professional or educational qualification is required.
The director has been entrusted with the responsibility of managing the company in the best efficient manner. The responsibility of a director depends upon the kind of directorship he holds in the company. For instance, an executive director or a managing director has greater responsibility than a non-executive director who might hold the directorship as an expert or consultant. A director is liable for misconduct or fraud or if found guilty of default.
Yes, A company can change its registered office any time after following specified procedure. The changed address can be situated within the same state or in a different state from the state in which it was originally registered.
Any person intending to become director in a company must apply for director identification number, issued by the Ministry of Corporate Affairs. Proof of identity and address is required to be submitted along with requisite fee while submitting the application for DIN. If the documents are in order, the DIN is approved within 3-4 days. The approved DIN is valid for life and the same DIN can be used by the director, even if he/she has directorship in more than one company.
No, it must be situated in India Only.
Any individual of any nationality may register a limited company subject to a few conditions:
- They are not an undischarged bankrupt
- They have not been restrained by court order
- They are not subject to UK government restrictions
No. Company law is different from trademark law. You cannot stop someone using a trademark which is the same or similar to yours merely by registering your name with Companies House.
The directors are responsible for the day to day running of the company and ensuring it meets its responsibilities and deadlines. The shareholders own the company and have the right to vote on many issues. The extent of ownership and level of voting rights are based on the percentage of issued shares they own. An individual can be both a director and shareholder of a company.
Yes, you must provide a number of documents following your ‘Accounting Reference Date’ (ARD). This date is usually the last day of the month your company was incorporated and occurs each year; it is the date that your financial year ends where the accounts are to be made up to. You have 10 months from your ARD to return the following documentation to Companies House:
- A profit and loss account (or income and expenditure account if the company is not trading for profit)
- A balance sheet signed by a director
- An auditors report signed by the auditor (if appropriate)
- A directors report signed by a director or the secretary of the company
- Notes to the accounts
- Group accounts (When necessary)
Yes, a Foreign National or an NRI can be a Director of a Private Limited Company in India after obtaining Director Identification Number. However, at least one Director on the Board of Directors must be a Resident Indian.
Yes, a Foreign National or an NRI Foreign Companies can hold shares of a Private Limited Company subject to Foreign Direct Investment (FDI) Guidelines.
GST Registration is optional till the 20 lakh rupees turnover and for north east state 10 lakh rupees turnover. it’s a completely separate registration apart from private limited company registration.