How to Register a Private Limited Company in India
Step-by-Step Registration Process
Step 1 : Checklist for Company Registration
- Minimum number of directors/partners, which are as follows:
- Minimum of One director for ‘One Person Company’(OPC)
- Minimum of Two directors for Private Limited Company (PLC)
- Minimum of Three for Public Limited Company
- Minimum number of members in a company, which are as follows:
- Minimum of One member for OPC
- Minimum of Two members for PLC
- Minimum of Seven members for Public Limited Company
- DSC for all designated directors/partners.
- DIN for all directors of a Company.
- Proposed Name of the Company, which should not be similar to any existing name of a company, LLP or trademark.
- Amount of Authorised capital in case of an OPC, PLC or Private Limited Company, for which Proposed company is to be registered.
- Drafting ‘Memorandum of Association’ and ‘Article of Association’ in case of an OPC, PLC or Private Limited Company.
- Proof of registered office of the company
Step 2 : Information Required
- Two Name Proposed for Company to be Incorporated
- Address Proof of Registered Office of Company – Electricity Bill
- NOC for using Place as registered office from owner / landlord
- Documents pertaining to Directors / Subscribers
- PAN
- POI – Passport / DL / UIDAI / Voter ID
- Residence Proof – Utility Bill, Bank Statement
- Email ID
- Mobile No.
- Passport Size Photo
- Education Qualification
- Objectives of Company – NIC Codes, Class for Trademark Search
Step 2 : Information Required
| S. No. | Form No. | Purpose |
|---|---|---|
| 1 | DIR-3 | Application for Director Identification Number (DIN) |
| 2 | RUN / Spice+ (Part A) | Reservation of company name |
| 3 | Spice+ (Part B) (INC-32) | Incorporation of the company |
| 4 | INC-33 | Electronic Memorandum of Association (e-MOA) |
| 5 | INC-34 | Electronic Articles of Association (e-AOA) |
| 6 | AGILE-PRO (INC-35) | Application for PAN, TAN, GST, EPFO, ESIC, and bank account |
| 7 | INC-9 | Declaration by subscribers and first directors |
| 8 | INC-20A | Declaration for commencement of business |
Step 4: Obtain Digital Signatures (DSC)
DCS is required for all the director(s) to sign e-forms. The first step in Incorporation of OPC is to obtain the Digital Signature Certificate (DSC) of all the proposed director’s which requires the following documents:
- PAN card
- Aadhaar card
- Address proof
- Photo
- Email Id
- Phone number
Step 5 : Apply for Director Identification Number (DIN)
DIN is required for all the directors or those intending to be director of the proposed Company. The application for allotment of DIN has to be made in Form DIR-3. Along the Form DIR-3, Scanned copies of documents e.g., Pan / Aadhaar needs to be attached to the form. The form should also be signed by a Company Secretary, Chartered Accountant or Cost Accountant in full-time practice. DIN can also be applied within the Spice+ form during incorporation.
Step 6 : Name Approval (RUN or SPICe+ Part A)
- For reservation of the name of the proposed Company, Form Spice+ Part A is filed.
- 3 NIC Codes needs to be selected representing the Objects of proposed company.
- The registrar will approve the name only if the name is not undesirable in the opinion of the Central Government and does not resemble any existing partnership firm or an LLP or a body corporate or a trademark.
- On objection by the Registrar, a Re-submission of form is allowed to be made within 15 days for rectifying the defects, if any. ‘Spice+ Part A’ provides for two proposed names in the application.
- The Name availability can also be verified using the free name search facility on MCA portal.
- At Portal, facility provides the list of closely resembling names of existing companies/LLPs based on the search criteria filled up, which helps in choosing names not similar to already existing names.
- On approval of Application, the Approved Name get reserved for 20 days
Step 7 : Creation of MCA ID of Each Director having DIN
- Create MCA Business User ID on mca.gov.in
- Register DSC with MCA ID
- Validate the sign
Step 8: File Incorporation Forms (SPICe+ Part B)
- Promoter is to file ‘Integrated form used for incorporation is ‘Spice+ Part B (Simplified Proforma for Incorporating Company Electronically)’ for Company incorporation within 20 days from the date of ‘Approval of Name application by the MCA.
- ‘Spice+ Part B’ is to be filed with the Registrar who has jurisdiction over the state in which the registered office of the Company is situated.
- Along the ‘SPICe+ Part B’, following documents / details are to be provided :-
- Crucial Information of Company
- Structure of Company
- Share Capital
- Subscribed sheet
- Address of the Company, Subscribers & Directors
- Details of Stamp Duty
- PAN and TAN Registration
- Under-mentioned documents are required while filing ‘Spice+ Part B’’ :-
- PAN / Aadhaar of Director
- Passport-sized photos of Director’s
- Proof of ownership of Registered office (Electricity Bill / Rent Agreement etc)
- Consent from Owner of Property (For Registered Office)
- DIR-2 – Consent to act as director
- Declaration EPFO Letter
- While filling the ‘Spice+ Part B’’, Fees as per “Table-1 of the Instruction Kit” is to be paid
- ‘Spice+ Part B’’ also provides for :-
- Applying for allotment of DIN, if an individual who is to be appointed as a director does not have a DIN.
- Application for name reservation
Step 9 : Agile Pro – INC-35
- AGILE-PRO is also known as INC-35.
- It’s a mandatory E-form to be filed along with the SPICe+ form filled at the time of Incorporation of a company.
- It’s a multipurpose application used to register the proposed company, simultaneously for GSTIN, EPFO, ESIC, Professional Tax, Shops and Establishment registration (State specific) and to open a bank account of the Proposed Company.
- Though filling of AGILE-PRO is mandatory, the actual registrations (like GSTIN, EPFO, ESIC) are optional at the time of incorporation.
Step 10 : MOA and AOA
- Draft the Memorandum of Association (MOA)and Articles of Association (AOA) containing crucial company details containing Name, Registered Office, Objects, Liability & Capital clauses.
- While MOA represents the charter of the company, AOA defines the internal rules and regulations that govern a company’s operations, setting out how various tasks should be carried out.
- For MOA, Form INC-33 is to be filled online
- For AOA, Form INC-34 is to be filled online
Step 11: INC-9 – Declaration by Directors & Shareholders
After Filling all forms:
- Download the forms
- Select the Declaration by Director / Shareholder’s
- Attach DSC of directors
- Attach the DSC of Chartered Accountant/Company Secretary / CMA /Advocate
- Upload the form.
- Pay two kind of fees – PAN TAN Fees & Stamp Duty Fees
Step 12 : Certificate of Incorporation
Upon successful verification of the documents filled, the MCA will issue the Certificate of Incorporation (COI) with the Company Identification Number (CIN), PAN, and TAN recognizing the existence of the Company.
Step 13 : Post-Incorporation Compliance
- The company must open a bank account in its name.
- Issue Share Certificates to subscribers within 60 days of incorporation.
- File Declaration of Commencement of Business (Form INC-20A) within 180 days of incorporation, confirming the receipt of share subscription money. A company cannot commence its business unless the submission of Form INC-20A.
