Step-by-Step Guide to Registering a Pvt Ltd Company in India

Establishing a private limited company in India is a preferred choice for many entrepreneurs due to its distinct advantages, such as limited liability and a separate legal identity. Here’s a detailed guide on the process of private limited company registration in India.

1. Obtain Digital Signature Certificate (DSC)

The first step in the company registration process is acquiring a Digital Signature Certificate (DSC). Since the registration is conducted online, digital signatures are necessary for filing electronic documents. All proposed directors and subscribers to the Memorandum of Association (MOA) and Articles of Association (AOA) must obtain a DSC from government-recognized certifying authorities. 

2. Apply for Director Identification Number (DIN)

A Director Identification Number (DIN) is a unique identifier for directors. Prospective directors can apply for a DIN by filing Form DIR-3 on the Ministry of Corporate Affairs (MCA) portal, accompanied by identity and address proofs. Alternatively, DINs can be obtained through the SPICe+ (Simplified Proforma for Incorporating Company Electronically Plus) form during the incorporation process.

3. Name Reservation

Choosing an appropriate and unique name is crucial for company incorporation. Applicants can propose two names for approval using Part-A of the SPICe+ form on the MCA portal. The MCA reviews the availability and compliance of the proposed names with naming guidelines.

4. Prepare MOA and AOA

The Memorandum of Association (MOA) outlines the company’s objectives and scope, while the Articles of Association (AOA) detail the internal rules and regulations governing the company. These documents must be drafted and filed electronically using the e-MOA (INC-33) and e-AOA (INC-34) forms.

5. Filing SPICe+ Form

The SPICe+ form is an integrated web form introduced by the MCA to streamline the incorporation process. It facilitates multiple services, including:

• Application for DIN allotment

• Reservation of company name

• Company Incorporation of a new company

• Application for Permanent Account Number (PAN) and Tax Deduction and Collection Account Number (TAN)

• Registration for Employees’ Provident Fund Organization (EPFO) and Employees’ State Insurance Corporation (ESIC)

• Opening a bank account for the company

Applicants must fill in details regarding the company’s registered office address, directors, shareholders, share capital, and business activities.

6. PAN and TAN Application

Through the SPICe+ form, applicants can simultaneously apply for the company’s PAN and TAN. The system auto-generates these forms after the submission of SPICe+, and the Certificate of Incorporation is issued with the PAN as allotted by the Income Tax Department. 

7. Certificate of Incorporation

Upon verification and approval of the submitted documents, the Registrar of Companies (RoC) issues the Certificate of Incorporation, which includes the Corporate Identity Number (CIN). This certificate signifies the official formation of the company.

8. Post-Incorporation Compliance

After incorporation, the company must:

• Open a bank account in its name for all financial transactions.

• Issue share certificates to all shareholders within two months of incorporation.

• Maintain statutory registers, such as the register of members, register of directors, and register of charges.

• Appoint an auditor within 30 days of incorporation.

• File a declaration within 180 days of incorporation that every subscriber to the MOA has paid the value of the shares agreed to be taken by them and the company has a registered address.

• Register for Goods and Services Tax (GST) if its turnover exceeds the threshold limit or if it deals in inter-state supply.

 

Frequently Asked Questions (FAQs)

Q1: What are the prerequisites for incorporating a private limited company in India?

A: The prerequisites include:

• A minimum of two directors and two shareholders.

• At least one director must be an Indian resident.

• All directors must have a Director Identification Number (DIN).

• Possession of a Digital Signature Certificate (DSC) for electronic document submission.

• A unique company name that complies with MCA guidelines.

 Q2: Can a private limited company be incorporated with a residential address?

A: Yes, the Ministry of Corporate Affairs allows a residential address to be used as the company’s registered address. However, the company must provide address proof for incorporation. 

Q3: What is the role of the Memorandum of Association (MOA) and Articles of Association (AOA)?

A: The MOA defines the company’s objectives and scope of operations, while the AOA outlines the internal rules and regulations governing the company’s management.

Q4: How long does it take to register a private limited company in India?

A: The registration process typically takes around 10 working days, depending on the timely submission of documents and approvals from the MCA.