How to Register a Private Company in India ?
In India registration of private company is governed by provisions and rules mentioned in Companies Act, 2013 and Companies (Incorporation) Rules, 2014 respectively. The Act came into effect from 1st April, 2014 onwards and has enshrined steps of company incorporation. A private company is one which has at least two shareholders and there is a restriction on transferability of shares. A private limited company offers limited liability and perpetual succession. It can borrow loans under its name and can get into contracts as well. Register a Private Company in India , Private companies can also sue or get sued upon their own name. Moreover, they can also accept 100% Foreign Direct Investment (FDI) which makes them the most popular form of business entity.
Registration of a private limited company in India is quite simple. The Ministry of Corporate Affairs (MCA) has also made the process less time consuming. To register a private limited firm you’ll need:
- at least 2 shareholders at the time of incorporation. Shareholders can either be a natural person or body corporate. The maximum number of shareholders a private limited company can have is 200.
- at least 2 directors. Directors and shareholders can be the same persons but a body corporate cannot be a director. The individual must be a major but there isn’t any limitation on person’s residency or citizenship.
- Share capital. The amount should be fully paid-up and there is no maximum limit on capital employed.
- Memorandum of Association (MOA) and Articles of Association (AOA). To incorporate a company it is important to draft MOA and AOA. Promoters must submit it with Registrar of Companies (ROC) during incorporation process.
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Process of company registration
The process of company registration as prescribed under Companies Act, 2013 is as follows:
- Apply for DIN: To incorporate a private limited company the first thing you need to do is apply for the Director’s Identification Number (DIN) for company’s directors in Form DIR-3. The form must be self attested and contain digital signature of either a cost and work’s accountant, full time company secretary or chartered accountant.
- Apply for DSC: Along with DIN the promoter should obtain Digital Signature Certificate (DSC) in the name of the company by filing the desired Application Form. The application form must be accompanied with self attested address and ID proof. It should also bear sign of a Gazetted Officer.
- Check availability of Name: The most important step in the process of registration is to check for availability of name. One can check name availability on MCA website. According to rules, 6 names must be submitted with ROC in the order of preference.
- Reservation of Name: Once you have checked availability of name draft Object clause of MOA of the company. After that you must apply with ROC for reservation of name you want for your company.
- Draft documents like MOA, AOA etc.: MOA and AOA contain rules and regulations regarding company’s working. MOA and AOA must be signed by all the promoters and initial subscribers of shares. It must be drafted and its copies must be submitted with authorities whenever asked.
- File e-Form INC-7: The next important step is to electronically file Form INC-7 with ROC. The form is an application filed with ROC to incorporate a private company. Documents like, MOA, AOA, ID proof, PAN Card, address proof, declaration in e-Form INC-8, Form INC-10 and an affidavit of all the subscribers to Memorandum in e-Form INC-9 must be submitted along with the application.
- File e-Form INC-22: e-Form INC-22 is for the registered address of the company. It is filed with ROC and must be similar to the address mentioned in MOA. The form must be accompanied with address proof and NOC or permission letter in case of rented property.
- File DIR-12 to appoint directors: The last step of the process is to file Form DIR-12 with ROC to appoint directors and other KMPs (Key Managerial Personnel). Through this form essential details are submitted regarding appointment with the ROC. It must be submitted on timely basis.
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The forms have been replaced by new Spice Form 32, Form 33 and Form 34.
Registration of a private limited company in India is easy and takes 15-20 business days, if everything goes well.
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