This article has been written by Ananya Dutta, a student at Institute of Law, Nirma University.
What is a Private Limited Company ?
A Private Limited Company is a business enterprise held by small group of people. It is registered for already decided objects and owned by a group of members called shareholders. Startups and businesses with higher growth aspiration popularly choose Private Company as suitable business structure.
Sec.2 (68) of the Companies Act , 2013 defines a private company as a company which has a prescribed minimum paid up capital and which , by its articles-
Restricts the right to transfer its shares;
Limits the no. of members to two hundred;
Prohibits any invitation to the public to subscribe for any securities of the company.
Some basic features of a Private Limited Company-
Separate Legal Entity
A private limited company is a separate legal entity and a juristic person established by the Companies Act , 2013. Therefore a private company has a vast range of legal capacity like the owning of property and incurring debts. The members (Shareholders/Directors) of a company have no personal liability to the creditors of a company for the company’s debts.
Uninterrupted Existence
A private limited company has ‘perpetual succession’, meaning continual existence until it is legally dissolved. Since , a private limited company is a separate legal person, it is unaffected by the death or other departure of any member of the company and continues to be in existence irrespective of the changes in its ownership.
Easy Transferability
Ownership of a private business can be easily transferred in a company by transferring of shares. The signing, filing and transfer of share transfer form and share certificates suffices to transfer the ownership of a company. In a private limited company, the consent of other shareholders may or may not be required to effect share transfers.
Owning Property
A private limited company being an artificial person, can acquire, own, enjoy and alienate, property in its name. The property owned by a private company could be anything-machinery, building, intangible assets, land, residential property, factory, etc., No shareholder can base his claim upon the property of the company – as long as the company is a going concern.
Limited Liability
Limited liability refers to the status of being legally responsible only to a limited amount for the debts of a company. Unlike proprietorships and partnerships, in a private limited company the liability of the shareholders in respect of the company’s debts is limited to the equity invested by them in the company.
Process of Registration-
Documents Required-
The following documents are mandatory for Indian Nationals for incorporation of company in India:
Pan Card
Address Proof:
- Passport
- Election Card or Voter Identity Card
- Ration Card
- Driving License
- Electricity Bill
- Telephone Bill
- Aadhaar Card
Residential Proof:
- Bank Statement
- Electricity Bill
- Telephone Bill
- Mobile Bill
For foreign directors –
Passport
Address Proof:
- Driving License
- Residence Card
- Bank Statement
- Government issued form of identity containing address.
Residential Proof:
- Bank Statement
- Electricity Bill
- Telephone Bill
- Mobile Bill
Registered Office Proof:
- The registered document of the title of the premises of the registered office in the name of the company; OR
- The notarized copy of lease / rent agreement in the name of the company along with a copy of rent paid receipt not older than one month;
In addition to the above, the following must also be provided as proof of registered office:
- The authorization from the Landlord (Name mentioned in the Electricity Bill or Gas Bill or Water Bill or Property Tax Receipt or Sale Deed) to use the premises by the company as its registered office. This is usually referred to as NOC from Landlord; AND
- Proof of evidence of any utility service like telephone, gas, electricity, etc. depicting the address of the premises in the name of the owner or document, which is not older than two months.
Finally , the identity proof of all the shareholders – Indian National or Foreign National , Corporate Entity or Artificial Judicial Person needs to be submitted.
Steps to be followed-
Step 1-Procuring a Digital Signature Certificate-
The first step for registration is to procure the DSCs of the Personnel involved in Private Company Incorporation in India. The need of DSCs arises for filling of e-forms on online portal of MCA as the Ministry has prescribed provided for online registration procedure for company incorporation and other applications. Digital Signature Certificate, also known as DSC are issued by the Certifying Authority in token form and has a validity period for 1 or 2 years.
The people involved in company formation in India are Subscribers and Directors for proposed company. The Subscriber is a person who is the promoter of the company and proposed shareholders. The said shareholders are required to file e-MOA and e-AOA by affixing DSCs whereas proposed directors shall obtain DIN by making an online application in next step.
Step 2: Obtain Director Identification Number
Director Identification Number (DIN) is a unique number allotted by the Ministry of Corporate Affairs to the individual who has applied for the allotment of DIN. The number is allotted for a lifetime by the Ministry unless it is voluntarily given up or withdrawn.
Step 3: Reservation of Name
Before making an application to incorporate and register Pvt Ltd Company in India, the name for the company must be reserved. An Application for Reservation of the proposed Name of Private Limited Company shall be made in e-Form INC – 1 by making payment of requisite fees. The application for name reservation can be made A maximum of 6 names can be filled in the application, out of which it is up to the registrar to approve any one name or may ask to provide additional names with remarks.
The general guidelines to be adhered to while choosing and applying the name are:
- It should be easy to spell and remember;
- It should be able to provide a distinct identity to the company;
- It must be short & simple;
- The name must not contain any word deemed as opposed to public policy or prohibited;
- It should also not infringe any registered Trademark nor shall be identical to any company/ LLP registered.
Step 4: Certificate of Incorporation
After reservation of the name for proposed company by submitting form INC – 1, the application for issuance of Certificate of Incorporation shall be made.
The company also needs to carefully draft a MoA and an AoA which prescribes and guides in achieving the goals and areas of working which the company aims to work towards.
References-
https://blog.ipleaders.in/register-private-limited-company/
https://www.indiafilings.com/learn/documents-required-for-company-registration/
