Private Limited Company Registration under The Companies Act 2013

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“Company” is the most commonly used term by everyone including in a layman language for representing its business. However, it is important to note here that it is not wise and legally correct to say a company unless the business/ entity is registered under the Companies Act, 2013 or any previous Company Law.

Generally speaking, we cannot say any business as company. To be a company, it is legally required to be under the MCA Regime which is the regulator for all companies and LLPs in India. If you are looking forward to starting a business, you should be aware that Company is a separate legal body incorporated under the Companies Act, 2013 and company registration is subject to the approval of MCA. In this write up, let’s understand the procedure for registering a Private Limited Company Registration on MCA portal www.mca.gov.in

PREREQUISITE FOR REGISTERING A PRIVATE LIMITED COMPANY:

  1. Minimum requirement of two Promoters: Though company has a feature of Separate Legal Entity under Companies Act, 2013, however, to control the business there are real persons who constitute to Board of Directors working behind it. They are known as the Promoters of the company. To register a Company on MCA portal, there shall be minimum two promoters who can be designated as Shareholders/Directors/ Shareholder cum Director of the Company.

Note: Every Private limited Company must have two shareholders and two Directors. However, same two Persons may act as Director cum Shareholders of the Company. That means we can register a Company with only two persons. Further, it is important to note that while to becomes directors, there need to real persons, shareholders can be other than natural human beings.

  1. Minimum Capital Requirement: There is no minimum limit for funding initial capital to the company as per the changes and bringing ease of doing business in India. Shareholders of the Company may invest according to their business needs and plans. Earlier to register a private limited company, minimum capital of one lac was mandatory which has been done away.
  2. To know the Objective of the Company: Every Company is incorporated for providing some Goods or service or both to its customers. To know what company wants to do actually is essential before Incorporating a Company. For this purpose, it is necessary to draft the Memorandum of Association (MOA) carefully.
  3. Requirement for Digital Signature Certificate (DSC): As the whole process of Company registration is Online through the MCA Portal. The Shareholders of the proposed companies shall have their DSCs ready for signing the E-forms of Incorporations.

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 are 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.
Note: All documents are required to be Self-attested by the Respective Person.

 

  1. 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.

  1. 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.

  1. 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 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.

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