Overview of Private Limited Company Registration
The term “private limited” refers to a Private Limited Company is a privately owned business entity that was established to serve any legal purpose within the laws in the Companies Act, 2013 having at least two members and a maximum of 2 hundred members. The name of the company should be spelled with the word “Private Limited.”.
A business that is incorporated outside India and looking to expand operations within India as a start-up entity may incorporate a private limited company that has much more freedom and fewer compliance rules when compared to a public limited company.
Direct investment from foreign investors in India generally has two entry routes: Automatic Route and Government Route. Automated Route is the main entry point that allows investment from a non-resident of India is not subject to the approval of the Reserve Bank or Government. Reserve Bank approval or Government approval.
Government Route is the entry route for investment. Investment by someone who lives outside India requires prior approval from the Government. Foreign investments made through this route should be done according to the conditions that the Government has stipulated in its decision to approve.
Advantages of Private Limited Company Registration
- Separate Legal entityAs a juristic legal person, both the company and its members have a separate legal identity that is distinct from each other.
- Perpetual SuccessionA company’s existence is uninterrupted, even the death or insolvency of shareholder(s)/ directors cannot affect the continuity of business of the company.
- Limited liability of membersThe liability of members of a private limited company is limited to the amount of share capital remaining unpaid on the shares held by them.
- Easy transferability of ownershipThe ownership in a private limited company is easily transferable by way of the transfer of shares from one member to another subject to the restriction that the total number of members of a private limited company cannot exceed 200.
- Easy Financial AssistanceA Private Limited Company is not allowed to borrow capital from the public. However, its growth is not restricted hereby as it can attract finance from Private Equity Investors, banks, and other financial institutions to meet its financial requirement/obligations without any restrictions.
Things to Know
The name you propose to use by you must be distinctive and not be a resemblance any name that is similar to an existing business or Limited Liability Partnership.
The capital stock of a company can be divided into four components:
- Authorized Share Capital is the amount of capital as approved by the Memorandum of a company as at the top of the range for capital for shares that could be raised through a corporation.
- issued share capital: It refers to the capital that the company issue at times to pay for subscription
- subscribed share capital: It means such part of the capital currently being subscribed to by the shareholders of a firm.
- paid-up share capital refers to the total amount of money that is credited as paid-up that is equal to the amount that was received as paid-up for shares issued. It also includes the amount that is credited as paid-up for shares owned by the company but does not include any other amount that is received for these shares, regardless of how they are it is referred to. There is no minimum amount of paid-up share capital required for a limited liability private business. It is recommended that subscribers to the memorandum should contribute some funds to fund the business activities of the firm.
A director is a person who is appointed to the Board of Directors of a company. Directors on the Board members of the Board of Directors for a corporation have the right to exercise all the powers of a company and perform all actions and other things that the company is permitted to perform and to carry out, excluding those that are required to be carried out by a company’s general meetings. Two directors must be present to form a private limited company, of which at least one has to reside in India.
Subscriber refers to someone who has signed a contract to join the capital of the company, and upon the date of its registration, is registered as a member on the Registry of Members. A minimum of two subscribers is required to form a private limited corporation. Subscribers to a company may reside anywhere in the world, including India. There is no limit on the subscriber in a limited liability corporation being a director in the same firm or vice reverse.
It is a requirement for every business to have a registered office that is capable of accepting and acknowledging all notifications and communications that may be sent to it. The registered office of the business must be located in India.
Procedure and Timelines for Private Limited Company Registration
Ensuring that you have the necessary documents and other information for private limited company registration
Filing of required forms using ROC
Certificate of Incorporation
Document Required for Private Limited Company Registration
- Copy of PAN (in case of resident); OR PAN Declaration (in case of Non-Resident)
- Copy of Passport (in case of non-resident);
- Declaration in Form INC-9 for First Directors*
- Copy of proof of identity(Voters ID/Driving License/Passport);
- Copy of residential proof (Bank Statement/Telephone Bill/ Mobile Bill/ Gas Bill not older than 2 months);
- Consent to act as directors*;
- Disclosure of interest in other entities*;
- Copy of Sale Deed or Property Deed (in the case of a privately owned property) (or Lease Deed (in the case of a rental property);
- A copy of Telephone or Mobile/Electricity or Gas Bill from a registered office (Anyone, but not more than 2 months old) ;
- No-objection Certificate issued by the proprietor of the property to be used as an office registered with the government;
- Memorandum and Articles of Association*
- Copies of PAN (in the case of a resident);
- Photocopy of Passport (in the case that the person is not a resident);
- Photocopy of ID proof (Voter\’s ID/Passport/Driving License/Passport);
- Copy of proof of residence (Bank Statement/ Telephone Bill Gas or Mobile Bill not more than two months);
Note 1: In the case of foreign directors/subscribers, all the aforesaid documents should be notarized and apostilled or consumerized. If the documents aren’t in English and are translated into English should be notarized, Apostilled, or Consumerized. Check out the requirements for attestation of documents further in the FAQs
NOTE 2:*Draft can be supplied by team members of the company.
3. Following further documents are required if the company subscriber to the business to be integrated is a different company: a EURC/ Copy of the resolution that was passed by the subscriber’s organization as well as ERC/ Certificate for Incorporation of the Subscriber’s Company.
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