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Private Limited Company Registration

Limited Liability Protection - Personal assets are protected from business debts

Separate Legal Entity - Company exists independently from its owners

Perpetual Existence - Company continues regardless of ownership changes

Enhanced Credibility - Greater trust with customers, suppliers, and investors

Apply for Private Limited Company Registration

Ready to Launch Your Private Limited Company? Fill the Form and Let Filesure Handle the Rest!

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Private Limited Companies: An Overview

It is a type of business entity governed by The Companies Act, 2013, it is a privately held company and does not offer its shares to the general public.

This type of business entity has various benefits like limited liability protection, a separate legal entity, perpetual existence and greater control and privacy compared to public companies.

Private Companies are registered under The Companies Act, 2013 and have to comply with legal frameworks.

Business Entities or Families looking to manage their business in a formal structure and grow their business while maintaining control and protecting personal assets can incorporate a private company.

Private Companies

Why Incorporate a Private Limited Company?

Control and Flexibility

Owners of a private company retain significant control over the business. Decisions can be made internally without the need for public disclosure, allowing for greater operational and managerial flexibility.

Attracting Investment

They can raise capital through private placements, bringing in investors without losing control over the company. This is particularly beneficial for startups and growing businesses.

Limited Liability Protection

Shareholder’s personal assets are protected in the event of the company facing financial difficulties. They are only liable for the amount they have invested in the company.

Separate Legal Entity

Once a company is registered it is born in the eyes of law  and it is separate from its Members, Shareholders, Directors, Managers, and employees etc.

Credibility and Trust

Incorporating a private company can enhance the business's credibility with customers, suppliers, and potential investors, as it is often perceived as more stable and professional than other business structures.

Perpetual Succession

A Private Company has a perpetual existence, once it is registered lives forever until and unless it is not winded up. Company continues to exist independently of the lives of its owners, directors, or shareholders.

Incorporation of Private Company

  • For Incorporating a private company in India, companies have to comply with the provisions of The Companies Act, 2013 and Rules made thereunder and other statutory Acts.
  • A Private company can be incorporated with at least 2 directors and 2 members.
  • There can be Maximum 15 directors and 200 members.
  • A company can be incorporated without any minimum paid up capital.
  • A Company shall mandatorily have a Registered office address.
  • Once a company is incorporated as a Private Limited Company it receives a Certificate of Incorporation (COI).
  • Here are certain post incorporation compliances which every incorporated company must comply:
    1. Filing of INC-20A
    2. Appointment of Auditor
    3. Issue of Share certificate (if a company incorporated as a company limited by shares)
    4. Payment of stamp duty

Incorporation Can be Tough, but Filesure Makes It Easy!

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Documents Required for Incorporation of Private Limited Company

Subscriber Details

  • Photograph
  • PAN
  • Aadhar Card
  • Passport

Director Details

Registered Office Details

Digital Signature Certificate

Note: In case of NRI or Foreign National documents of Directors and Subscribers must be notarized or apostilled.

Process for Incorporation of Private Company

1

Part A of SPICe + Form

2

Part B of SPICe + Form

3

INC-33 Memorandum of Association (MOA)

4

INC-34 Article of Association (AOA)

5

INC-35 Agile Pro

6

INC-9 Declaration by all Subscribers & first Directors

7

Signed Forms and payment of Government Fees

Step- 1: Submission of Part A of SPICe + Form :

  • The first step is to reserve the name of the proposed company by filing Part A of SPICe + Form.
  • In this form the company has to propose:
    1. Two unique names (ensuring the name is distinct from any existing company or LLP and does not include any prohibited words).
    2. Type of company.
    3. Class of company.
    4. Category and sub-category of company.
    5. Main Industrial activity and sub-category of the company.
    lightIf the name of the proposed company is too similar to the name of the existing company or is the same as the name of any registered trademark, then NOC is required from the company or the trademark holder.
  • The form is filed by paying Rs.1000/- Government fees.
  • CRC if satisfied with the name will approve one name. This name shall be kept reserved for 20 days from the date of approval. The proposed company will also have an option to extend the reserved name validity beyond 20 days by paying additional government fees.
  • After the approval of name, the proposed company can proceed to file Part B of SPICe + form, INC-33, INC-34, INC-35 and INC-9.

The company has the option to file the Part B of SPICe + form, INC-33, INC-34, INC-35 and INC-9 along with the Part A of SPICe + form. In this case the company is exempted from paying government fees of Part A of SPICe +.

Step- 2: Submission of Part B of SPICe + Form:

  • After the approval of one name or incase where the user has opted to incorporate a company without approval of name from CRC, has to file Part B of SPICe +.
  • In this form various details of the companies are provided like:
    1. Details of registered office.
    2. Contact details of the company.
    3. Capital structure of the company which includes Authorized and Paid Up share capital, class of shares, etc.
    4. Name of the subscriber and their subscribed amount.
    5. Details of Directors. (If any person desire’s to become a director in a prospective company and DIN is not allotted to him then in such case only 3 DIN applications can be made in Part B + Form).
    6. Director’s Consent in Form DIR-2.
    7. The information for allotment of PAN and TAN to the company.
    8. Details of the stamp duty to be paid on form, MOA, AOA and Others.
    9. Declaration by professional.
  • This form shall be signed by 1 director and professional who has given declaration.

Step- 3: Submission of INC-33 Memorandum of Association (MOA):

  • INC-33 is linked to Part B of SPICe + form. After filling all the information in Part B of SPICe + form, the user is directed to the linked form INC-33 in which various clauses are prescribed.
  • The Clause in MOA are:
    1. Name clause.
    2. Registered office.
    3. Main and Ancillary object clause.
    4. Liability clause.
    5. Capital clause.
  • In this form the company has to meticulously frame the main and ancillary object clause of the company.
  • MOA outlines the company’s fundamental objectives, its scope of operations and the powers it possesses to achieve those objectives.
  • It defines the company’s relationship with its shareholders and external stakeholders such as creditors and investors
  • This form shall be signed by all subscribers and 1 professional.

Step- 4: Submission of INC-34 Article of Association (AOA):

  • INC-34 is linked to Part B of SPICe + form and INC-33 form.
  • AOA on the other hand provides the rules and regulations for the internal management and administration of the company.
  • The AOA acts as a guidebook for the company’s day-to-day operations, ensuring smooth functioning and preventing conflicts among stakeholders.
  • This form shall be signed by all subscribers and 1 professional.

Step- 5: Submission of INC-35 Agile Pro:

  • INC-35 AGILE-PRO-S is an Application for registration of:
    1. Goods and Service Tax Identification Number (GSTIN).
    2. Employee State Insurance Corporation (ESIC).
    3. Employees Provident Fund Organisation (EPFO).
    4. Professional Tax (in Maharashtra, Karnataka and West Bengal).
    5. Shops and Establishment Registration Number.
  • This form shall be duly signed by 1 director.

Step- 6: Submission of INC-9 Declaration by all Subscribers and first Directors:

  • In this form declaration is given by all the subscribers and first directors of the company. This form shall be signed by all the directors and subscribers of the company.

Step- 7: Signed forms and payment of Government fees

  • The duly signed forms with all the necessary attachments shall be filed and the company has to pay:
    1. Government fees for Part B of SPICe+
    2. Stamp duty on the basis of the authorized share capital and state.

Did everything! Then what’s Next?

Submission of forms to Central Registration Centre (CRC) and Checking of forms by CRC

  • After submission of all forms and paying government fees and stamp duty, CRC will check the forms and if any error is found in incorporation forms CRC will guide and this will be subjected to resubmission.
  • Company have to make the necessary corrections in resubmissions and re-submit the form.

Granting of Certificate of Incorporation (COI)

    If CRC is satisfied, it will grant Certificate of Incorporation.
      COI will contain following details:
    1. Name of the company
    2. Date of Incorporation
    3. Registered Office Address
    4. Corporate Identification No (CIN)
    5. PAN
    6. TAN

Congratulations on Incorporation

Congratulations on successfully incorporating your business!

This achievement marks the start of an exciting journey toward growth and success.

Wishing you a bright future ahead!

Post-Incorporation Compliance Checklist

Opening of Bank Account

The first step after the incorporation is to open the bank account in the name of a company.

1

Depositing Subscribed capital amount

Subscribers have to deposit their subscribed capital amount in the company’s bank account in proportion to their subscribed amount.

2

Issue of Share Certificate:

Company shall issue share certificate in SH-1 within 2 months from the date of incorporation and shall pay stamp duty within 60 days from date of incorporation.

Not applicable to company limited by guarantee

3

Appointment of Auditor:

Appointment of 1st Auditor of the company shall be done within 30 by BOD or 90 days by shareholders as the case may be and company shall file ADT-1 form within 15 days of appointment.

4

Declaration for Commencement of Business:

Company has to make a declaration for commencement of business in form INC-20A within 180 days from the date of incorporation.

Not applicable to company limited by guarantee

5

Other Registrations

Company can apply for other registrations like Start-Up India, MSME, FSSAI, GST.

6

writer

Bhagyashree Katkar Author Compliance Officer at logo

Bhagyashree Katkar is a Compliance Officer at Filesure India Private Limited with over 2.5 years of experience in Corporate Compliance and 21 months in Indirect Tax. An LLB graduate, she specializes in the Companies Act, 2013, Trade Mark, and NCLT matters. Bhagyashree has been involved in secretarial audits for MNCs and conducted due diligence for various companies. Currently, she manages compliance for multiple clients at Filesure.

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