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Complete Guide to Private Limited Company Registration in India

❊ What is Private Limited Company Registration?

Private Limited Company Registration is a legal process under the Companies Act, 2013 that formally incorporates your business as a separate legal entity in India. It limits the liability of its shareholders to their shareholdings, protects personal assets, and allows the company to raise funds, enter contracts, and operate in its own name.

Key Highlights:
  • Requires a minimum of 2 members and 2 directors
  • Provides limited liability protection
  • Recognized as a separate legal entity

❊ Types of Private Limited Companies

1. Company Limited by Shares

• Liability limited to unpaid value of shares.

2. Company Limited by Guarantee

• Members liable up to an agreed guarantee amount upon dissolution.

3. Unlimited Company

• No liability limit, though it has a distinct legal identity.

❊ Objectives of Registering a Private Limited Company

Legal recognition and identity

Protection of personal assets.

Access to funding from investors

Business continuity and perpetual succession

Eligibility for government schemes and benefits

❊ Laws Governing Private Limited Companies in India

Companies Act, 2013

Income Tax Act, 1961

Goods and Services Tax (GST) Laws

Foreign Exchange Management Act (FEMA)

SEBI Regulations

Information Technology Act, 2000

❊ Regulatory Authorities Involved

Ministry of Corporate Affairs (MCA)

Registrar of Companies (ROC)

Income Tax Department

Reserve Bank of India (RBI) for FDI cases

❊ Characteristics of a Private Limited Company

Distinct legal entity

Limited liability for shareholders

Perpetual succession

Enhanced credibility for investors and banks

❊Benefits of Private Limited Company Registration

Legal protection and recognition

Personal asset protection

Access to loans and venture funding

Easier asset transactions and transfer of ownership

Eligibility for government incentives

Continuity despite changes in ownership

❊ Disadvantages of Private Limited Company Registration

Higher regulatory compliance and legal formalities

Operational costs are higher than proprietorships or partnerships

Public disclosure of financial data

Easier asset transactions and transfer of ownership

Share transfer restrictions as per Articles of Association

Complex and time-consuming winding-up process

❊ Required Documents
For Directors/Shareholders:

• PAN, Aadhaar

•Address proof, photo

• Email, mobile number linked with Aadhaar

For Foreign Directors:

• Passport, visa, overseas address proof, notarized documents

Registered Office Proof:

• Utility bill, rent agreement, NOC from

Company Documents:

• MOA, AOA, proposed name options

• Shareholding pattern, business objectives

❊ Step-by-Step Registration Process

1. Obtain DSC (Digital Signature Certificate)

2. Acquire DIN (Director Identification Number)

3. Apply for name approval via MCA’s RUN service

4. Draft MOA and AOA

5. File SPICe+ Form with MCA

6. Receive Certificate of Incorporation (with CIN, PAN & TAN)

❊ Compliance Requirements

Annual Returns (MGT-7) & Financial Statements (AOC-4)

Minimum 4 board meetings annually

Maintain statutory registers

Tax filings: ITR, TDS, GST

CSR obligations for eligible companies

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FAQs on Private Limited Company Registration

A registered business entity with limited liability and separate legal identity.

Any individual or entity with at least 2 members and 2 directors.

No. A minimum of 2 directors and 2 shareholders is mandatory.

No minimum paid-up capital; earlier ₹1 lakh requirement is abolished.

Up to 200 shareholders

Typically 7-15 working days depending on approvals and documentation.

Mandatory if turnover crosses ₹40 lakh (₹20 lakh for NE states) or for inter-state transactions.

Obtain DSC, DIN, name approval, draft MOA/AOA, file SPICe+, receive Certificate of Incorporation.

Yes, provided one director is an Indian resident.

Director Identification Number, a unique ID for company directors.

Digital Signature Certificate for secure online document signing.

Yes, with landlord’s NOC and address proof.

Official document confirming the company's legal existence.

Yes, to operate business transactions under the company’s name.

MOA defines the company's objectives; AOA outlines internal rules.

At least 4 per financial year, with a 120-day gap between meetings.

Yes, even if there’s no income in the initial year.

Deducting tax at source on applicable payments and filing quarterly returns.

Penalty of ₹100/day of delay, plus disqualification of directors in extreme cases.

Yes, irrespective of turnover.

Yes, through an MCA-approved process.

Yes, by applying for strike-off under Section 248 of the Companies Act.

Yes, registered companies can avail Startup India and MSME benefits.

Subject to corporate tax rates and advance tax provisions.

Yes, but privately held and subject to Articles of Association restrictions
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