Guide for Private Limited Company Registration India

1. Guide for
Private Limited
Company
Registration
©
CompaniesInn Solutions Private Limited
Company Registration Number (CIN):U74140KA2015PTC079385
Registered Office: #48, 100Ft Road, Opp to Kendriya Sadan, Koramangala, Bangalore – 560034
Phone: +91 80 3025 5900
Email: info@companiesinn.com
Website: www.compaiesinn.com
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Bangalore Chennai Delhi Mumbai
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Table of Contents
11 PPrriivvaattee LLiimmiitteedd CCoommppaannyy .................................................................................................................................................................................................................................... 33
22 AAddvvaannttaaggeess ooff PPrriivvaattee LLiimmiitteedd CCoommppaannyy .............................................................................................................................................................................. 44
2.1 Limited Liability........................................................................................................................................4
2.2 Perpetual existence....................................................................................................................................4
2.3 Contracting Capacity................................................................................................................................4
2.4 Professional Management........................................................................................................................4
2.5 Protection of Personal Asset ....................................................................................................................4
2.6 Credibility ..................................................................................................................................................5
33 RReeqquuiirreemmeennttss ffoorr CCoommppaannyy RReeggiissttrraattiioonn ................................................................................................................................................................................ 55
3.1 Members, Directors and Capital .............................................................................................................5
3.2 Digital Signature Certificate (DSC).........................................................................................................5
3.3 Director Identification Number (DIN) ...................................................................................................6
3.4 Company Name ........................................................................................................................................6
3.5 Company Objects ......................................................................................................................................7
3.6 Registered Office .......................................................................................................................................7
44 DDooccuummeennttss RReeqquuiirreedd ffoorr RReeggiissttrraattiioonn............................................................................................................................................................................................ 77
4.1 Proposed Directors....................................................................................................................................7
4.2 Shareholders (If the Shareholder is not a proposed Director)..........Error! Bookmark not defined.
4.3 Registered Office Address .......................................................................................................................8
4.3.1 At the Time of Incorporation................................................................................................................................................8
4.3.2 After Incorporation................................................................................................................................................................8
55 CCoommppaannyy IInnccoorrppoorraattiioonn && PPoosstt IInnccoorrppoorraattiioonn PPrroocceessss .................................................................................................................................. 88
5.1 Company Incorporation Process.............................................................................................................9
5.1.1 Digital Signature Certificate (DSC)......................................................................................................................................9
5.1.2 Director Identification Number (DIN) ................................................................................................................................9
5.1.3 Company Name Application................................................................................................................................................9
5.1.4 Execution of Company Incorporation Documents ..........................................................................................................10
5.1.5 Submission of Incorporation Documents to ROC............................................................................................................10
5.1.6 Certificate of Incorporation from ROC..............................................................................................................................10
5.2 Post Incorporation Process.....................................................................................................................10
5.2.1 Verification of Registered Office Address.........................................................................................................................10
5.3 Timeline for Company Incorporation Process ....................................................................................11
66 CCoommppaannyy RReeggiissttrraattiioonn FFAAQQ.......................................................................................................................................................................................................................... 1111

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1 Private Limited Company
It is the most common incorporated business organization in India. A Private Limited
Company is more flexible than a Public Limited Company as many of the restrictive
provisions of Companies Act are not applicable to Private Limited Companies.
It is generally called as a 'Private Company'. A private limited company is registered
with the below mentioned features and restrictions:
a) Minimum and maximum number of shareholders in a private company is 2 and
200, respectively
b) There is no Minimum Capital Requirements.
c) Minimum number of directors are 2
d) Share transfer can be restricted as per Articles of the company
e) Cannot accept deposits from the public and it can take loans only from
shareholders, directors and relatives of directors
f) Cannot issue shares to the public
g) Less compliance with respect to company laws
h) Name of the company should end with the words 'Private Limited'
There are two classes of Private Limited Companies, ie., Small Company and Regular
Private Limited Company.
2 Categories of Private Limited Companies
As per the Companies Act 2013, Private Limited Companies are classified as Small
Company and Regular Private Limited Companies according to paid up Capital and
Turnover.
2.1 Private Limited Companies - Small Company
A Private Limited Company that fulfils both the following conditions shall be treated as
‘Small Company’:
Criteria Monetary Limit (Both Conditions to be fulfilled)
Paid-up share capital Rs.50 Lakhs or less
Turnover Does not exceed Rs.2 Crores
Small Companies are exempted from certain compliance requirements under
Companies Act. The Registration Fee payable to the Registrar of Companies is less
compared to a regular Private Limited Company.

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2.2 Regular Private Limited Companies
A Private Limited Company which is not a Small Company is referred as Regular
Private Limited Companies.
Criteria Monetary Limit ( Any Conditions to be fulfilled)
Paid-up share capital Rs.50 Lakhs or More
Turnover More than Rs.2 Crores
Exemptions that are exclusively available to Small Companies won’t be available to
Regular Private Limited Company. The Registration Fee payable to the Registrar of
Companies is higher compared to a Small Company.
3 Advantages of Private Limited Company
A Private Limited Company Limited, being an incorporated form of business, has the
following advantages over unincorporated business such as Proprietorship and
Partnership
3.1 Limited Liability
The liability of company owners (shareholders) is limited to the shares taken in
the company. They are not responsible for the company debts.
3.2 Perpetual existence
A company is a separate entity different from its owners. A change in ownership
will not affect the existence of the company.
3.3 Contracting Capacity
A company can sign contracts or conduct business in its name. Like any person, a
company can sue and be sued in a court of law.
3.4 Professional Management
Since company is an entity, it is managed by a board of directors elected by
shareholders. This enables a company to bring a professional team for the
management of the company.
3.5 Protection of Personal Asset
Assets of a company belong to the company itself. Hence, in case of a business
loss, an outsider can claim only the assets of the company and not that of the

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individual shareholders. So a business loss of the company will not affect
shareholders’ assets.
3.6 Credibility
A Private Limited Company is one of the most credible business structures in
India. It enjoys the highest rating among all types of business organizations.
4 Requirements for Company Registration
4.1 Members, Directors, Capital and Turnover
The following are the basic requirements / restrictions of Private Limited Company
Criteria
Small Company
Regular Private Limited
Company
Minimum Maximum Minimum Maximum
No of
Shareholders
2 200 2 200
No of Directors 1 15 1 15
Share Capital
(Authorised /
Paid-up Capital)
No
Requirements
INR 50 Lakhs
No
Requirements
No Limit
Turnover NA INR 2 Crores NA NA
 The Directors need not be shareholder and vice versa.
 Authorised Capital or Registered Capital of a company is the upper limit of capital that a company
can issue shares and collect money from shareholders. Company registration fee is payable to ROC
and will be calculated on the basis of Authorised Capital. The Authorised Capital can be enhanced
at any time by passing a resolution at a meeting of shareholders
4.2 Digital Signature Certificate (DSC)
Digital Signature Certificate (DSC) is a legally recognized method of signing documents
electronically. A digital signature is a type of asymmetric cryptography used to
simulate the security properties of a handwritten signature on paper. Digital signature
schemes normally give two algorithms, one for signing that involves the user's secret or
private key, and one for verifying signatures that involves the user's public key. The
output of the signature process is called digital signature.
Documents are submitted to ROC online through www.mca.gov.in. These forms need
to be authenticated by signing with a Digital Signature Certificate issued by the
Certifying Authority in India.

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Every Directors of the Company must have a Digital Signature Certificate for making
application to obtaining the Director Identification Number (DIN) allotted by the
Ministry of Corporate Affairs (MCA).
4.3 Director Identification Number (DIN)
Directors Identification Number (DIN) is an identification number issued by the
Ministry of Corporate Affairs, Government of India, to Directors of a Company or
Designated Partners of an LLP.
Every Director of the proposed Company should have a Director Identification Number
(DIN) allotted by the Ministry of Corporate Affairs (MCA).
4.4 Company Name
'Company Name' is the name by which a registered Company is being identified.
Generally, name of the Company depicts its Trade Name or Brand Name along with its
main activities. In the case of a private limited company, the name shall end with words
"Private Limited" Company Name has three parts. 'The Name', 'Activity' and words
'Private Limited' or 'Limited' as the case may be.
For Example 'CompaniesInn Solutions Private Limited'. Here, 'CompaniesInn' stands
as unique name, Solutions refers to activities and 'Private Limited' refers to the
mandatory requirement of last words for a Private Limited Company.
Company Name approval and allotment process in India is administered by the
Ministry of Corporate Affairs (MCA) as per the Company Name Availability Guidelines
issued under Companies Act 2013.
The Company Name
SHOULD
 Be unique
 Contain a noun and an activity word that reflects its objectives
 Be in line with Company Name Guidelines issued by Ministry
of Corporate Affairs.
The Company Name
SHOULD NOT
 Be same, similar, identical or resembling to the name of an
existing Company or LLP registered. Phonetically similar
names also to be avoided.
 Be similar of a registered trade mark or a trade mark for
which an application has already been filed
 Be Offensive

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4.5 Company Objects
Company Objects refers to the proposed business activities of the Company.
Company can have any legal business activities that are legal. It is advisable to identify
the main objects of the company in a particular line of business. The name of the
company must be in line with the main objects of the company. If the name of the
company is not describing a particular object, then the company can have multifaceted
objects. The objects are described under a Clause in Memorandum of Association of the
Company.
4.6 Registered Office
The Company should have Registered Office as official correspondence address for all
official communications of the company. This need not necessarily be a commercial
space.
At the Time of Incorporation, a temporary address can be provided as Company’s
Registered Office Address. It could be any address including address of any of the
Directors.
Within 15 days of Incorporation, a Company should have an office as its Registered
Office for receiving and acknowledging all communications and notices addressed to it.
Within 30 days of Incorporation, Company has to furnish the Permanent Registered
Office Address to the Registrar duly verified with proof of address along with No-
Objection Letter from owner of the premises.
5 Documents Required for Registration
The Promoter Directors / Shareholders have to produce the following documents duly
attested / certified as Identity / Address Proof in relation to obtaining Digital Signature,
Director Identification and for filing the Incorporation Documents.
5.1 Proposed Directors
The Members and proposed Directors have to produce the following documents as
Identity / Address Proof in relation to obtaining Digital Signature, Director
Identification and for filing the Incorporation Documents.
Category Document Required
Identity Proof Permanent Account Number (PAN) Card
(Mandatory for Indian Nationals)
Additional Identity Proof
(Any one of the Document)
a) Passport

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b) Driving License
c) Aadhaar Card
d) Voter Identity Card
Address Proof
(Any one of the Document / Not older
than 2 months)
a) Telephone Bill
b) Electricity Bill
c) Bank Statement
d) Mobile Bill
Important Notes - Document Requirements
a. All the Copies of documents must be Self Attested by the applicant
b. Telephone Bill / Mobile Bill/Electricity Bill / Bank Account Statement must be in the name of
applicant and should not be older than 2 months.
c. In case of documents that are in languages other than English, it should be translated to English
with the help of a professional translator, carrying his details (name, signature, address, and seal)
d. If the proposed director has a valid Director Identification Number (DIN) and if he or she is a
proposed shareholder, the address in MCA records and should match with present address proof.
5.2 Registered Office Address
5.2.1 At the Time of Incorporation
At the Time of Incorporation, a temporary address can be provided as Company’s
Registered Office Address. It could be any address including address of any of the
Directors.
The address furnished at the time of Incorporation shall be captured on the
Certificate of Incorporation.
5.2.2 After Incorporation
Within 15 days of Incorporation, a Company should have an office as its
Registered Office for receiving and acknowledging all communications and
notices addressed to it. Within 30 days of Incorporation, Company has to furnish
the Permanent Registered Office Address to the Registrar duly verified with proof
of address along with No-Objection Letter from owner of the premises.
The following documents are required to file return of verification of registered
office with Registrar of Companies within 30 days of Incorporation.
Ownership of Registered
Office
Documents Required
If the Registered Office is
taken on rent by the
Company
a) Notarized copy of Rent Agreement
b) Copy of Rent paid receipt
c) Copy of Electricity Bill or Tax Paid Receipt
If the Registered office is a) No-Objection letter from the owner

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owned by any other
person
b) Copy of Electricity Bill or Tax Paid Receipt
NOTE: In case the address on the Electricity Bill or Tax Paid Receipt is incomplete, an additional address proof
with complete address in the name of the owner of the premises shall also be furnished.
6 Company Incorporation & Post Incorporation Process
6.1 Company Incorporation Process
6.1.1 Digital Signature Certificate (DSC)
Every proposed Director has to obtain a Digital Signature Certificate (DSC) issued by
Certifying Authorities appointed under Information Technology Act 2000. An
application in the prescribed format along with Identity and address documents is
required to be submitted to the office of Certifying Authority for issue of DSC.
6.1.2 Director Identification Number (DIN)
DIN can be obtained by filing an online application with a copy of identity and address
proof using the Digital Signature Certificate (DSC) of applicant and certified by a
Company Secretary / Chartered Accountant / Cost Accountant in Practice.
6.1.3 Company Name Application
Availability of a Company Name for registration can be verified at www.mca.gov.in.
The search results may not guarantee that the searched name will be available for
registration as the company name has to be approved by office of ROC.
The application for Company Name has to be filed for getting the company name
approval from the ROC. It is preferable to submit the application with multiple names
in the order of preference.
Multiple names can be submitted for approval in one application in the order of
preference. If the first applied name is not available, ROC will approve the next name.
If you are very particular about a name, it is preferable to apply with that name only
and in case that name is not available apply the next preferable name.
If there is no Company or LLP registered already with the same or similar names, the
proposed shall be approved by the ROC subject to Company Name Availability
Guidelines issued under Companies Act 2013.
Once approved by the office of ROC, Company Name shall be available for 60 days
from the date of application. Company registration documents have to be executed and
filed within this time line.

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6.1.4 Execution of Company Incorporation Documents
Once the company name is approved, the company incorporation documents such as
Memorandum of Association (MOA) and Articles of Association (AOA) and related
documents have to be executed by the promoters in the prescribed format.
MOA and AOA have to be executed by the subscribers by writing their details such as
Name, Father's Name, Residential Address, Occupation and the Number of Shares they
agree to subscribe in their own handwriting and have to sign the same. The signatures
of the subscribers have to be witnessed by a person with his/her Name, Father's Name,
Residential Address and Occupation.
6.1.5 Submission of Incorporation Documents to ROC
Duly executed MOA and AOA has to be submitted to the office of ROC in the
respective state for company registration through online along with Company
Registration Fee. Along with MOA and AOA, details of directors are also required to be
filed with the ROC.
As the documents are filed through online application, originally executed MOA and
AOA are not required to be filed with the ROC. The same have to be preserved by the
promoters as permanent records.
6.1.6 Certificate of Incorporation from ROC
After due verification of MOA, AOA and other details, the ROC will register the
company and will issue the Certificate of Incorporation (COI). ROC will also allocate a
Corporate Identification Number (CIN) to the company so registered.
The Certificate of Incorporation is issued by the ROC in Electronic Format signed with
the digital signature certificate. No physical certificate will be issued by the office of
ROC.
6.2 Post Incorporation Process
6.2.1 Verification of Registered Office Address
From the 15th day of registration, company should have a permanent address as
registered office receiving and acknowledging all communications and notices. Within
30 days of registration, the company has to file a return of verification of registered
office with proof of registered office address with Registrar of Companies.
The verification of registered office has to be filed with the Registrar of Companies
along with:

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1. Notarized copy of Rent / Lease Agreement in the name of company and Rent
paid receipt not older than one month;
AND
2. NOC from owner along with proof of ownership like Tax Paid Receipt /
Electricity Bill / Sale Deed;
AND
3. Copy of utility bill not older than two months like telephone, gas, electricity, etc.
in name of the Owner with complete address of the premises.
6.3 Timeline for Company Incorporation Process
Approximate Timeline for Company Incorporation Process are as follows:
*Notes:
a) ‘Timeline’ referred above is only indicative.
b) ‘Order Date’ refers to the date when we receive ALL THE REQUIRED DOCUMENTS at CompaniesInn
office in Bangalore.
c) ‘Day’ refers to a Working Day.
d) The attainment of timeline depends on the speed by which each ROC office processes the applications.
Generally any document filed with Registrar for Company Name and Company Registration takes 3-10
Working days for processing after filing. There are cases; the process will be completed well ahead of time
also. In certain states, it takes more time due to pendency of work at ROC office. In case of any technical or
system issues, the days lost due to the contingencies also need be considered.
7 Company Registration FAQ
To Read Company Registration FAQ visit www.CompaniesInn.com
Process Time Line*
Digital Signature Certificate (DSC) Order Date* + 3 Days*
Director Identification Number (DIN) Order Date + 4 Days
Company Name Application Order Date + 5 Days
Company Name Approval Order Date + 15 Days
Execution of Company Incorporation Documents Order Date + 16 Days
Submission of Incorporation Documents to ROC Order Date + 17 Days
Certificate of Incorporation from ROC Order Date + 25 Days
Verification of Registered Office Incorporation + 15 Days