With initiatives like Digital India and MCA21, the government has successfully digitised most of the services offered by the Ministry of Corporate Affairs, Income Tax Department, Labour Department, and other government institutions. This article informs the readers about a similar digital process to register a private limited company in India.
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Private Limited companies are profit-earning companies owned by a group of individuals or associations, with liabilities limited to their stakes in the company. The minimum and the maximum number of shareholders in a private limited company are 2 and 200, respectively. A private limited company has to be managed by at least 2 directors. There is no minimum requirement for paid-up capital for the company to get registered.
Procedure To Register A Private Limited Company Online
Step 1: search for a valid name for your company and reserve it:
The name of your company must be such that it does not mimic the name of an existing company, visually or phonetically, especially if the name is registered as a trademark. Further, the name of the company must not be misleading so as to appear or sound like a government website or a website that has received patronage from the government, as such a name will violate section 3 of the Names and Emblems Act, 1950. The name should also not be obscene or vulgar in any form.
To search for a valid name that communicates the objective of your company, you may visit the MCA website or avail of our services by filling out an application form.
Once a valid name of the company is decided, it needs to be reserved. Reservation of the company’s name can be done using two applications, the web-based RUN application available on the MCA portal or Part A of the SPICe+ application. The application fee for either form is Rs.1000. The proposed names on the RUN application take 15 days to get approved and 60 days to get reserved for the company, from the date of submission of the application. The applicant receives one chance to resubmit the form again if any discrepancies arise, after which it will be approved or rejected.
Step 2: acquire and register DSCs for all directors and shareholders of the company:
DSCs can be applied using Aadhaar-based and PAN-based online application forms available on the official websites of the certifying authorities. The Aadhar-based application does not require any physical documents to be uploaded as proofs since all the details of the applicant are already verified in the Aadhar database. To confirm the contact details of the applicant, an OTP-based verification
However, the PAN-based application requires the applicant’s PAN card and address proof to be scanned and uploaded, for the verification of the identity of the applicant. The contact details of the applicant are, however, verified using one-time passwords.
If the applicant is a foreigner, a passport is required to be submitted as an additional document with either application.
After the documents and the application are submitted, a link is sent to the e-mail address of the applicant. The applicant is required to shoot and upload his video on the landing page, to be verified by the certifying authority. Once verified, the DSC is received at the e-mail address of the applicant. It can be downloaded and stored in a password-protected token. The following details are required to be filled in the application form for a DSC:
- Name of the applicant
- Category of the applicant (Individual/organization)
- Contact details of the applicant (mobile number and e-mail address)
- Address of the applicant
- Use of DSC
- Class of DSC (Only class III DSC are valid to be used as signatures for the SPICe+ application form and all the supporting documents uploaded digitally)
- Validity period (1,2 or 3 years)
- Certificate type (Signed/Signed+encryption key)
Step 3: Fill and submit the online SPICe+ form signed using a DSC:
SPICe+ is an online application form that integrates more than 10 e-services from the Ministries of Corporate Affairs, Labour, and finance.
These include applications for Certificate of Incorporation, DIN, PAN, TAN, GSTN, EPF, and ESIC registrations, opening a bank account for the business, professional tax registration, and registration under the Shops and Establishment Act (wherever applicable).
PART A: contains an application for reservation of the name of the company. You cannot enter an already reserved name by the RUN application in the SPICe+ form. An application fee of Rs.1000 is chargeable for reserving the name of the business through the form.
PART B: Part B contains 10 integrated e-services, including the application for the Certificate of Incorporation for the business.
Step 4: Upload all the necessary documents and linked forms attested by a DSC:
- The AGILE PRO Form (INC-35): mandatory applications for EPF, ESIC, GST, Profession tax registrations, and opening a bank account for the businesses.
- URC-1: The e-URC-1 application is to be filed for the conversion of a partnership firm or an LLP into a company, under section 366 of the Companies Act, 2013 and Rule 3 (2) of the Companies (Authorised to Registered) Rules, 2014.
- e-MOA (INC-33) and e-AoA (INC-34): mandatory only for Section 8 companies, companies that have at least one non-individual first foreign subscriber, other Part 1 companies, and companies that have more than 7 subscribers.
- INC-9: Declaration by present or first director of the company against being an offender, fraud, guilty of breach of duty, a provision of the Companies Act (2013), or any other company law. The declaration also guarantees that the documents submitted for incorporation of the company are absolutely authentic. Mandatory only for companies that have more than 20 subscribers/directors or companies that have at least one director/subscriber who does not possess a DIN or PAN.
- Proof of Identity and address of the current directors and shareholders.
- PAN and Aadhar card of the applicant
- Utility bills (telephone, electricity, or water), not more than 2 months old, as proof of residence at the office address
- NOC from the landlord if the property is rented.
- Stamped and notarized rent agreement
- If the company has a non-individual foreign subscriber, then its Certificate of Incorporation is required.
- If the company itself is its subscriber, a resolution passed by the promoter company is required.
- Director’s consent form DIR-2
- Subscriber’s sheet containing details of subscribers including name, occupation, PAN number, address, number of shares held, and signature.
- INC-14 form: declaration by professionals (CA, CS, or advocates) that the details and documents submitted along with the form are authentic.
Step 5: After the application and documents are verified, the applicant receives the Certificate of Incorporation and Corporate Identification Number (CIN) from the Registrar of Companies.
What Is The Cost Of Registering A Private Limited Company Online?
The MCA has allowed Zero filing fees for businesses having a share capital of Rs.15 lakhs and less. For companies without share capital, no charges will be levied if the number of members is 20 or less. Beyond Rs.15 lakhs share capital or 20 members, a fee of Rs.500 is charged.
Name reservation charges: Rs.1,000
MOA charges: For OPCs having a share capital between Rs.15 lakhs and Rs.50 lakhs, Rs. 51000 is charged with additional fees of Rs.300 for every Rs.10,000 beyond Rs. 15 lakhs. For non-OPC having a share capital within the same, the amount charged is Rs.12000 in addition to Rs. 200 for every Rs10,000, above Rs.15 lakhs.
For share capital between Rs.50 lakh and 1 crore, companies are charged Rs. 1,56,000 added to Rs.100 every Rs.10,000 beyond Rs.50 lakhs.
For a share capital beyond Rs.1 crore, Rs. 2,06,000 is charged, with an added Rs. 75 for every Rs.10,000 beyond 1 crore.
For companies not having a share capital, but having 20-2000 members, Rs.5000 will be charged. Rs.5000 added to Rs.10/member beyond the first 200 members will be levied for companies without share capital.
AOA charges: For businesses having a share capital up to Rs15 lakhs, no fees are charged. For share capitals between Rs.15 lakhs and 25 lakhs, 25 lakhs and 1 crore, and more than Rs.1 crore, a fee of Rs.400, Rs.500, and Rs.600 are charged, respectively. For businesses not having a share capital, Rs.200 per document to be submitted is charged if the number of members is beyond 20. Below 20 members, no fee is charged for submitting an AoA.
Conclusion
Registering a private company online can be an effortless task if you have the apt knowledge of the procedure to do so. However, most businesses out there, especially the newly established start-ups, lack the legal knowledge and resources for the purpose. Therefore, It is advisable for such businesses to avail themselves of the quick, credible, and cost-effective company registration and related services of SetIndiaBiz, the details of which are mentioned on the official website.
