1. Decide the Key Elements of the Company
- Company Name: Choose a unique name that adheres to the Companies (Incorporation) Rules, 2014. The name must end with “Private Limited”.
- Registered Office Address: Decide the location where the company will be registered.
- Shareholders and Directors:
- Minimum of 2 shareholders and 2 directors.
- Maximum of 200 shareholders.
- At least one director must be a resident of India (lived in India for at least 182 days in the preceding year).
2. Obtain Digital Signature Certificate (DSC)
- All directors must obtain a Class 3 Digital Signature Certificate (DSC) to digitally sign forms during the registration process.
- Authorized Certifying Agencies (CA) issue DSCs.
3. Apply for Director Identification Number (DIN)
- Apply for DIN for all proposed directors through the SPICe+ Form (Simplified Proforma for Incorporating Company Electronically).
- If the directors already have DIN, this step can be skipped.
4. Reserve the Company Name
- Use the RUN (Reserve Unique Name) service or the SPICe+ Part A form available on the MCA portal to reserve the proposed company name.
- The name must:
- Not be identical to an existing company or trademark.
- Follow the naming guidelines by MCA.
5. Draft the Memorandum and Articles of Association (MOA & AOA)
- Memorandum of Association (MOA): Specifies the objectives and scope of the company.
- Articles of Association (AOA): Contains rules for the company’s internal management.
- These documents need to be digitally signed by all subscribers (shareholders) and filed during incorporation.
6. File SPICe+ Form for Incorporation
- The SPICe+ (Simplified Proforma for Incorporating Company Electronically Plus) form is a comprehensive form for company incorporation, available on the MCA portal.
- Steps to File SPICe+:
- Log in to the MCA portal
- Select SPICe+ (Part A) to reserve the company name.
- Move to SPICe+ (Part B) for incorporation and other registrations (e.g., GST, EPFO, ESIC).
- Attach the required documents (see below).
- Digitally sign the form using DSC.
7. Obtain PAN and TAN
- As part of the SPICe+ form, PAN and TAN are automatically generated for the company.
8. Pay Registration Fees
- Pay the applicable registration and stamp duty fees based on the authorized share capital.
9. Certificate of Incorporation
- Once the Registrar of Companies (ROC) verifies the application, you will receive the Certificate of Incorporation (COI).
- The COI includes the Corporate Identification Number (CIN) of the company.
10. Post-Incorporation Compliance
- Open a Bank Account: Use the Certificate of Incorporation, MOA, AOA, and PAN to open a bank account in the company’s name.
- Issue Share Certificates: All shareholders must receive share certificates.
- Statutory Registers: Maintain registers of members, directors, and share transfers.
- Appointment of Auditor: Appoint the first auditor within 30 days of incorporation.
Documents Required
From Directors and Shareholders:
- PAN Card: Mandatory for Indian nationals.
- Identity Proof: Aadhaar card, passport, voter ID, or driving license.
- Address Proof: Bank statement, utility bill, or telephone bill (not older than 2 months).
- Passport: Mandatory for foreign nationals.
For Registered Office:
- Proof of address (utility bill, rent agreement, or ownership document).
- NOC (No Objection Certificate) from the property owner.
For the Company:
- MOA and AOA.
- Declaration by the directors and subscribers (INC-9).
Timeline
- The registration process typically takes 7-10 working days, provided all documents are in order.
Key Benefits of Private Limited Company
- Separate Legal Entity: The company is distinct from its shareholders and directors.
- Limited Liability: Shareholders’ liability is limited to their shareholding.
- Easy Fundraising: Preferred by investors for equity funding.
- Perpetual Succession: The company’s existence is not affected by changes in ownership.
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