How to Register a Private Limited Company in India

Private Limited Companies are regulated by the Companies Act 2013 and the Companies Incorporation Rules 2014. A Private Limited Company is a small or medium size business entity that is privately held.  The liability of the owner or the shareholder is limited to their shares that are in no way connected to their personal assets. Private Limited Companies can have a maximum of 50 shareholders and the shareholders cannot publicly trade (neither sale nor transfer) their shares. 

Registration of a Private Limited Company is simple though it requires proper documentation. 

Step 1: Apply and procure the Digital Signature Certificate 

The Digital Signature Certificate (DSC) is issued by the Certifying Authority and is generally valid for a period of two years. It needs to be applied to the directors and the promoter or shareholders of the company. The Ministry of Corporate Affairs has made it mandatory for all types of firms to have the DSC for online filing of company incorporation. DSC also helps in e-filing of tax returns as well as other online activities. The documents required for obtaining the DSC are - a passport size photograph, self-attested address proof and self-attested PAN card of the applicant. 

Step 2: Name Reservation for the Proposed Company 

Before registering the company, an appropriate name of the company needs to be reserved. However, this step is optional. If the applicant had chosen a unique name then they can directly proceed with the filing of SPICe Form. Application for choosing a name needs to be filled via RUN facility available on the site of Ministry of Corporate Affairs. A maximum of 2 names can be applied for. An approved name is reserved for a maximum of 20 days within which the company needs to be incorporated otherwise the name shall lapse and a fresh application needs to be made.

Step 3: Certificate of Incorporation

The application for the registration is done online via the SPICe forms. The mandatory documents to be attached are:-

• Memorandum of Association detailing the object and activities of the company. This is in the form of linked Form SPICe MOA.
• The article of Association detailing the operations and administration of the company. This is in the form of linked Form SPICe AOA.
• Utility Bills with NOC from the owner for the registered office address
• Rental Agreement in case of rented premises
• DIR – 2 for Consent to act as a Director
• Affidavit and declaration by directors and first subscribers in INC-9.
• Self- attested Identity proof of the first subscriber and directors.

This needs to be accompanied by the requisite fees and stamp duty. Application for PAN and TAN No. are also included in SPICe form. After due verification, the ROC issues the Certificate of Incorporation along with the Permanent Account Number (PAN). 

NOTE:  Earlier the applicants were required to apply for Director Identification Number (DIN) before initiating any registration procedure. However, earlier this year through a notification the requirement of pre-application of DIN is done away with. Details of the proposed directors along with the scanned copied of the documents are submitted in SPICe Form. And on company approval Director Identification Number is issued to respective directors.

What is DIN?

The DIN is a number that identifies each Director exclusively. It is allotted by the Ministry of Corporate Affairs and the number remains the same for an individual for a lifetime until and unless the DIN is surrendered by the individual or withdrawn by the Ministry. The DIN is a mandatory requirement for all appointed Directors and Partner in an LLP. The documents required for obtaining this certificate are – passport size photograph, self-attested address proof and the self-attested PAN card of the applicant.