Private Limited Company Registration Process – A Simplified Guide

Registering a company in India is the first step towards an entrepreneurial journey. Once you understand the entire company registration process, it becomes quite simple to get your company incorporated. Keep reading to understand how to register a private limited company in India! 

Table of Content

Minimum Requirements for PLC Registration Simplifying the Company Registration Process Certificate of Incorporation Document Checklist Post Registration Compliances

Minimum Requirements for Company Registration Process

Before we get on how to register a company, there are 4 basic requirements that you need to fulfil. Below is a detailed guide of the minimum requirements for the pvt ltd company registration process.

1. Minimum 2 directors

As per the Companies Act, 2013 there are at least 2 Directors required to start the company registration process. Further, out of them, one must be an Indian resident, who has continuously stayed in India for at least 12 months. The other Director can also be a foreign national or an NRI. 

2. Minimum 2 shareholders

Before you begin the company registration process, you need at least 2 shareholders on board. Shareholders can be either natural or a legal person, i.e, a body corporate. In case a corporate entity is going to be a shareholder in your company, its authorized signatory needs to sign all documents on behalf of that entity. 

3. Registered office address in India

For all companies going through the registration process in India, it is a mandate to have the registered office address based out of India. You can even choose your home address as a business address for the pvt ltd company registration process.

4. Unique business name

One of the most important prerequisites to a company registration process is choosing a unique business name. The Ministry of Corporate Affairs (MCA) allows you to check company name availability before you apply for the name reservation. 

Simplifying the company registration process

Under the Companies Act, 2013 the MCA governs all rules and regulations related to the companies operating in India. The process on how to register a pvt ltd company includes the following 4 steps:

Step 1:  Applying for Digital Signature Certificate (DSC)

It is mandatory for all persons who are desirous of being a director or a shareholder in a company to have acquired a Digital Signature Certificate (DSC). The Controller of Certification Agencies (CCA) is the authorised signatory to issue DSCs. Additionally, a DSC is valid for one year, and can be extended up to two years. You need to submit the application for DSC along with the following documents:

• Passport-size photographs;
• PAN (Permanent Account Number);
• Aadhaar Card;
• Phone Number; 
• Email Address; and
• Lastly, if there are any foreign nationals as Directors, apostilled documents of proof are necessary. 

Step 2: Applying for Name Reservation (SPICe+ Part A)

The primary purpose of the Spice+ Part A form is to reserve a unique name for the company. You can pick out two different and unique names and apply for their reservation using the RUN in the company registration process. The following components are the important aspects of Spice+ part A in the process to register a pvt ltd company. 

Type of Company

The first step of the company registration process is to select the appropriate type of company. There are options such as a section 8 company, producer company, IFSC company, Nidhi Company. Here, from the drop down list, you need to select “Private Company”. 

Class of company

Here, you can select from private, public or one person company, based on your needs. 

Company Category and Sub – category

This part of the spice+ part A form gives you the option to select the mode of liability. For example, whether the company is limited by shares, by guarantee, or is an unlimited company. 

Main division of industrial activities

Here, you need to select the main division of the business or profession you’re desirous of carrying. In this company registration process, you need to select the appropriate main division of activity. There are chances that a lay business person finds it difficult to choose the appropriate classes. Hence, you can get advice from certified professionals such as LegalWiz.in in this aspect of your company registration process. 

Description of main division

Here’s where you give a brief description of a business idea. Which means, you can specify the purpose of the product or services you’re offering. 

Proposed Name

The last and most important part of the Spice+ Part A form is to give two proposed business names that are unique and distinctive. This is also one of the major aspects of the company registration process. 

After submission of the SPice+ Part A, the MCA will refer to the documents you submit and revert with either re-submission or approval of proposed names. For more information, you can read “How to reserve unique name for your company over MCA?”

Step 3: Spice+ Part B for company registration process

The Spice+ Part B is available after the company name approval. This form helps you move forward with the private limited company registration process. Further, this form contains the most important aspects of your business. Hence, you should get in touch with certified professionals to avoid any errors in details! Let’s dive into the components of Spice+ Part B form for the pvt ltd company registration process: 

Capital Details

This includes the correct and precise details of the subscribed and authorised share capital that the shareholders are bringing in to start the company. 

Registered office address

The details of the Indian registered office address, i.e., principal place of business is here. The address can be submitted along with the contact details and email ID. 

Subscriber and Director Details 

Here, you need to submit the DIN of all Directors of the company. If the Director’s do not have a DIN, you can apply for DIN online with the help of LegalWiz.in experts. 

Stamp Duty

The company registration process requires a payment of stamp duty. This stamp duty is calculated (State – wise) on the basis of authorised capital. Hence, you will have to calculate your stamp duty on the basis of the state governances. Experts at LegalWiz.in will help you figure out the stamp duty as applicable. 

PAN and TAN application

Permanent Account Number (PAN) and Tax Deduction Account Number (TAN) are both mandatory aspects of the company registration process. Additionally, it is a part of the Spice+ Part B in the registration process. 

Attachments

Here, you need to submit all documents required for pvt ltd company registration in its appropriate format. 

Declaration

One of the last steps in the Spice+ Part B of the company registration process is to declare that the information submitted in the form is accurate. Since the Spice+ Part B is a webform, you can provide the declaration by providing your Digital Signature Certificate. 

Declaration by Professional

As an entrepreneur, you need to hire a certified professional, such as a CS for the company registration process. Last part of the Spice+ Part B form is the declaration by that professional. 

Step 4: Drafting and Filing of Incorporation Form

Incorporation form includes submission of the relevant details from the MOA and AOA of the company. Let’s take a look at both in detail:

SPICe+MOA (Memorandum of Association)

The memorandum of association along with the AOA form the charter documents of the business. Without the submission of the MOA, the company registration process remains incomplete. It includes the following details:

• Name clause;
• Registered office clause;
• Object clause;
• Liability clause; 
• Capital clause; and 
• Subscriber clause. 

SPICe+AOA (Articles of Association)

As stated above, the AOA along with the MOA forms the most important parts of a company. After the company registration process is complete, any action out of the ambit of these charter documents is void ab initio. The AoA includes the details about the functioning and operations of the business. Such as, the roles and responsibilities of Directors, rules of ownership, transfer-ability of shares, dividend policies, etc.

Key Note: You can submit the MOA and AOA after affixing both with the DSC of Directors as well as the certified professional. 

AGILE-PRO-S

another form that helps in company registration process is AGILE PRO S. It is also a digital form that allows the comapny to register its:

• GST Number;
  Credentials for EPFO; and
• ESIC; and
• Shop and Establishment Registraiton (if applicable)

INC-9

This is an auto generated form, populated by the MCA after your submission of all the other form.s It is a declaration of incorporation of the new company. After submission of all charges and forms, the MCA may grant the Certificate of Incorporation, on its own discretion.

Certificate of Incorporation

After the due verification of all information and the documents you submit, the MCA grants CoI. Issuance of COI is a proof that the company registration process is complete. It has the details of the comapny such as Name, CIN, PAN, TAN and the date of incorporation.

Document Checklist

Here is the list of all the documents required for company registration process in India.

For Indian Nationals

• Self-Attested PAN card copy of all the Directors and members
• Passport size photograph
• Copy of Aadhar Card
• Self-Attested Proof of Identity of Directors and members (Voter ID/Passport/Driving License)
• Self-Attested Address proof which should be in the name of the Director or shareholder (Mobile Bill/Telephone Bill/Electricity Bill/Latest Bank Account Statement showing name & address along with the last page of transaction with recent activities)

For Foreign Nationals

In the case of a foreign director/shareholder, all the documents should be notarized and apostilled.

• Passport size photograph
• Foreign national subscribers need to provide a passport as nationality proof
• Address proof including, Driving License/Bank Statement/utility bill not older than 2 months

Documents for Registered Office

• Business address proof (Electricity Bill/Telephone Bill/Water Bill/Gas Bill) should not be older than 2 months.
• Copy of Rent Agreement (in case of rented property)
• No objection Certificate from the owner of the Property

Post Registration Compliances

After the company registration process is complete, there are certain compliances that entrepreneurs need to fulfill, in order to run the business without hassles. You can also read more about how Professionals and experts at LegalWiz.in help startups to keep post-registration compliances up-to-date.

This sums up the pvt ltd company registration process successfully. We hope this helped you understand how to register a private limited company in India and you are ready to begin your entrepreneurial journey. In case you need further clarity or support, you can drop an inquiry below. We’ll be happy to be a part of your dream venture.