How to Register a Private Limited Company in India

PROCEDURE INVOLVED

According to section 2(68) of companies act, 2013 private company means a company which restrict the right to transfer its shares and limit the number of its members to two hundred, in its articles of association except in case of One Person Company. General public cannot subscribe any securities of the private company.

Private limited company registration in India is governed by the provisions mentioned in Companies Act, 2013.

The procedure for how to register a private limited company in India is as follows-

Step 1: Application for DSC

The private limited company registration in Delhi begins with application for the DIN of every director in form DIR-3. DIN form must be self-attested along with a counter signature (digital) of a Company Secretary or Chartered Accountant. Online form is required to be filed which needs a digital signature of all subscribers and witnesses in the memorandum and articles of association. DSC can be obtained from any government recognized certifying agencies. DSC of either class 2 or class 3 can be obtained. If DSC is to be obtained under class 2 category, identity of a person is verified against a pre-verified database and under class 3 category, to prove their identity person needs to present himself before the registering authority to prove their identity. Therefore, cost for obtaining DSC depends upon the certifying agency and under which class it is obtained.

Documents required to be filed for obtaining DSC

• Passport size photograph of the applicant
• Applicant’s self-attested address proof

self-attested PAN card of applicant

Step 2: Obtaining DIN

Anyone who wants to be the director of the company shall obtain a director identification which is an unique identification number for a director. Only 1 DIN is required by a person to be a director in any number of companies and can also be designated partner in the LLP

Step 3: Name Approval

Application for reservation of a name of the company shall be made in INC- 1 with prescribed fees. In an application for name approval maximum of 6 names can be provided in preferential order for the company, out of which registrar will approve 1 name or may ask to provide additional names with remarks, if needed.

Before giving the name to the registrar for its reservation, it should be checked that, it is easy to spell and remember, it provides distinct identity to the company, and should not contain any word as opposed to public policy or prohibited and should not infringe any registered trademark nor should be similar or identical to any company / LLP.

After the application for reservation of a name is approved, the name is reserved for a period of 60 days with the registrar and within these 60 days of application for registering the company shall be  shall be made otherwise name reserved shall lapse and further new application is to be made for reservation of a name.

Step 4: Drafting Memorandum of association (MoA) and Articles of Association (AoA)

The two most important documents of the company are MoA and AoA. They are to be drafted after finalisation of the name and duly signed copy of which is to be submitted with ROC. MoA provides details of the acts which are ultra-vires and which are not and AoA contains details regarding internal rules and regulations of the company.

Step 5: File Spice- 32 with ROC

If the application for registration of the company is to be made online then, online submission of simplified proforma for incorporating company electronically (SPICe) form is required.

Along with it, e- MoA and e- AoA of the company shall be filed in SPICe- 33 and SPICe- 34 forms respectively.

step 6: Details of Registered office of the company

Details of registered office of the company shall be filed in form INC- 22. Along with it address proof and permission to use it shall be submitted with attestation from CA, CS or ICWA.

Step 7: File DIR- 2

Form DIR- 12 is to be submitted with ROC informing about appointment of directors and other key managerial persons.

Step 8: Application for PAN and TAN

For completing the process of Pvt. Ltd. Company registration in India PAN and TAN of the company shall be made.

Step 9: Obtaining Certificate of Incorporation (CoI)

Application must be made to the registrar for obtaining certificate of incorporation for private limited company registration in Delhi. 

Following documents are to be submitted with the application for obtaining certificate of Incorporation-

• Utility bill and NOC from the owner of registered office address of the proposed company
• Rental agreement with the owner of registered office with its rent receipts
• Consent of directors of the company to act as directors of the company
• Affidavit and declaration by first subscribers to MoA and directors of the company
• Certified copy of self-attested identity proof of first subscribers and directors of the company

The date of pvt. Ltd. company registration in India will be date as mentioned on the certificate of incorporation and will include permanent account number (PAN) of the company. Certificate of Incorporation is the evidence for existence of the company in the eyes of law.

 

Hence, this was the process for how to register a private limited company in India.

Frequently Asked Questions on private limited company registration in India-

1. What type of Company should I select?

If you are newly starting your business then Private Limited Company is the Best choice. Public Limited companies are normally established once the business takes off and the company wants to borrow from public at large as the regulations and compliance in case of Public Limited companies are much more than a Private Limited Company.

2. What name should I select for my Company?

For Private company Registration in India you can select any name for your company provided they are as per the guidelines of the Ministry of Corporate Affairs. A name could be a combination of 2 or more words joined to form a word. It is important to mention the nature of business with the name for example A K Solanki Estates Private Limited, the word estate mentions the nature of business. Similarly GR Softech Pvt. Ltd. signifies that the company is into Software Technology. 

3. What is DIN and how is it different from DSC?

The DIN or Director's Identification Number is a unique identification number for an existing director or a person intending to become one. You can have only one DIN even if you intend to become director in several companies or LLPs. 

DSC or Digital Signature Certificate is the instrument by which you can sign the documents electronically. All the documents required by MCA for incorporation of a company need to be signed digitally.

4. How many directors can we have in a Private Limited Company?

You can have 2 to 15 directors in a Private Limited Company. However, the limit can be extended by passing a Special Resolution

5. Should I courier the documents required or scanned copies?

You can send scanned copies of all the documents, sometimes we require the documents in hard copies which will need to be couriered.

6. Can you give me the list of documents required for Private company Registration in India?

The documents are as below:

For All Directors

• Identity and address proof,
• copy of the PAN Card (for Indian Nationals) and
• Passport (for foreign nationals).

For Office

• A No-Objection Certificate must be submitted by the owner of the registered office premises.
• Proof of Office address

All documents must be self-attested if the director or shareholder is Indian, while foreign passport-holders must have their documents notarised by the Indian embassy.

7. Is filing for DIN the first step of private limited company registration in Noida?
   Yes, that’s the first step.
8. How much time does it take to register a company in India?
   It takes about 25 days if all documents are submitted properly.
9. Are all forms required to be signed digitally?
   Yes, every form must be digitally signed.
10. Are MOA and AOA also signed digitally?
    Yes, the subscribers of e-MOA and e-AOA can sign them digitally.
11. Do you need to get application for digital signature certificate attested by a Gazetted Officer?
    Yes, but only copies of address and ID proof you submit along with the application.
12. How will I know which name is available for my company?
    The availability of names can be checked on MCA portal.
13. Do I need to shortlist more than 6 names for my company?
    No, 6 are what the rules prescribe.
14. Can directors of a private company be its members as well?
    Yes, they can be.
15. Do I need to mention the names I’ve shortlisted in the order of preference?
    Yes, they must be mentioned in the order of preference.
16. When will the name be registered?
    The registration of name happens when Registrar of Companies (ROC) is informed about a company’s main Object Clause as mentioned in the Memorandum of Association (MOA).
17. Are MOA and AOA submitted with ROC as well?
    Yes, they are to be submitted with the ROC after the name is finalized and registered with the Registrar.
18. Can MOA and AOA be altered post-submission?
    Yes, they can be. But upon alteration, fresh copy must be submitted with ROC. A company needs to inform the ROC about the alterations they are going to make.
19. Is form SPICe-32 submitted electronically?
    Yes. In fact the whole process of private company registration in Faridabadis done electronically.
20. Is Form INC-22 submitted along with SPICe-32?
    No, it is submitted after SPICe-32.
21. Can a foreign citizen be a director in a private limited company?
    Yes, he can be but he must obtain his Director Identification Number (DIN) in India.
22. Is it necessary to file documents with the ROC within whose jurisdiction company’s registered office lies?
    Yes, you can only file documents with ROC under whose jurisdiction you fall