Registration and Incorporation of a private limited company in India
A Private limited company is managed privately by a group of individuals who do not offer shares to any trade, stock exchange or public. It is the most famous and prevalent type of entity in India. Their registration is governed by the following two statutes:
- the Companies Acta, 2013 and
- the Companies Incorporation Rules, 2014
The Companies Incorporation Rules, 2014 has been amended on 22 January 2016. The changes made are:
- The rules are called Companies (Incorporation) Amendment Rules, 2016.
- It shall be enforced from 26 January 2016.
- Now, the incorporation process is simplified by the government.
Requirements to be a private limited company:
It should have the following conditions fulfilled:
- Minimum 2 Directors
- Minimum 2 shareholders
- Minimum share Capital of Rs. 100,000 i.e. One lac rupees
- A maximum of 50 members
- A maximum of 200shareholders
- A maximum of 15 directors
- For 2 directors, digital signature certificate
- No acceptance of any deposit from the public.
Note:
- Shareholders and directors can be the same person.
- Also, for a director one has to be above 18 years of age.
- A foreigner can be a director.
Procedure:
- Application for Director Identification Number:
It’s a unique number allotted to directors by ministry of corporate affairs.
Documents Required: identity and address proof, passport size photograph, contact number, etc.
- Application for digital signature certificate:
A virtual signature equivalent to a physically signed signature.
Documents Required: identity and address proof, passport size photograph, contact number, etc. along with application form for digital signature certificate.
- See for company name availability
- Application for company name:
This needs to be filled in INC-1
- Preparing draft of Memorandum of Association and Articles of Association
Memorandum of Association: covers provisions of company’s constitution.
Articles of Association: covers rules and regulations of internal matters of company.
- Filing of e-forms with registrar of companies (RoC)
- The forms are:
- INC 7
Mandatory attachments: Identity proof, address proof, Memorandum of Association, Articles of Association.
- INC22
Mandatory attachments: Registered office address, utility bills, NOC.
- DIN 12
Mandatory attachments: Letter of appointment, Declaration by first director in form INC 9.
- Payment of stamp duties and RoC fees
- Verification of provided forms and documents by RoC
- Issue of certificate of incorporation of Company