Documents Required to Register a Private Limited Company

An affidavit on a stamp paper given by the subscribers stating their willingness to become the company shareholders

Proof of office address (Rental agreement or sale deed or ownership deed of the office premises)

NOC from the property owner when the registered office is situated on a rented/leased property

Copies of utility bills such as water, electricity or gas bill, not older than two months

Identity and address proof of all the directors

Requirements for Registration of Private Limited Company

The requirements for private limited company registration are:

Members

There must be a minimum number of two members or shareholders before applying for registration of the company. However, the number of members cannot be more than 200.

Directors

There must be a minimum number of two directors for registering a private limited company. All directors must have a Director Identification Number (DIN) issued by the Ministry of Corporate Affairs (MCA). The company must have at least one director who is a resident of India.

Name

The company must send its name to the Registrar of Companies (ROC) for its approval. It can get its name approved by reserving the name in the company registration form (SPICe+). However, the company must choose a unique name that does not resemble any other company’s name. If the company’s name resembles another registered company name, the ROC will reject the registration application.

Registered office address

The company owner must provide the company’s registered office address or temporary address when applying for registration. All correspondences from the ROC will be sent to the address provided in the registration form. Thus, it is essential to have a company office address. If the company address is temporary, it must establish a registered office within 30 days of its incorporation. The registered office is where the company will conduct its main affairs and keep all the company documents.

Digital Signature Certificate (DSC)

The company registration is entirely online. The company registration form and documents must be digitally signed. Thus, all directors must obtain a DSC before applying for registration.

Professional certification

For establishing a private limited company, certification by professionals is necessary. A professional such as a chartered accountant, company secretary, or cost accountant must make his/her certification when applying for company registration.

Requirements for Registration of Private Limited Company

The requirements for private limited company registration are:

Members

There must be a minimum number of two members or shareholders before applying for registration of the company. However, the number of members cannot be more than 200.

Directors

There must be a minimum number of two directors for registering a private limited company. All directors must have a Director Identification Number (DIN) issued by the Ministry of Corporate Affairs (MCA). The company must have at least one director who is a resident of India.

Name

The company must send its name to the Registrar of Companies (ROC) for its approval. It can get its name approved by reserving the name in the company registration form (SPICe+). However, the company must choose a unique name that does not resemble any other company’s name. If the company’s name resembles another registered company name, the ROC will reject the registration application.

Registered office address

The company owner must provide the company’s registered office address or temporary address when applying for registration. All correspondences from the ROC will be sent to the address provided in the registration form. Thus, it is essential to have a company office address. If the company address is temporary, it must establish a registered office within 30 days of its incorporation. The registered office is where the company will conduct its main affairs and keep all the company documents.

Digital Signature Certificate (DSC)

The company registration is entirely online. The company registration form and documents must be digitally signed. Thus, all directors must obtain a DSC before applying for registration.

Professional certification

For establishing a private limited company, certification by professionals is necessary. A professional such as a chartered accountant, company secretary, or cost accountant must make his/her certification when applying for company registration.

Requirements for Registration of Private Limited Company

The requirements for private limited company registration are:

Members

There must be a minimum number of two members or shareholders before applying for registration of the company. However, the number of members cannot be more than 200.

Directors

There must be a minimum number of two directors for registering a private limited company. All directors must have a Director Identification Number (DIN) issued by the Ministry of Corporate Affairs (MCA). The company must have at least one director who is a resident of India.

Name

The company must send its name to the Registrar of Companies (ROC) for its approval. It can get its name approved by reserving the name in the company registration form (SPICe+). However, the company must choose a unique name that does not resemble any other company’s name. If the company’s name resembles another registered company name, the ROC will reject the registration application.

Registered office address

The company owner must provide the company’s registered office address or temporary address when applying for registration. All correspondences from the ROC will be sent to the address provided in the registration form. Thus, it is essential to have a company office address. If the company address is temporary, it must establish a registered office within 30 days of its incorporation. The registered office is where the company will conduct its main affairs and keep all the company documents.

Digital Signature Certificate (DSC)

The company registration is entirely online. The company registration form and documents must be digitally signed. Thus, all directors must obtain a DSC before applying for registration.

Professional certification

For establishing a private limited company, certification by professionals is necessary. A professional such as a chartered accountant, company secretary, or cost accountant must make his/her certification when applying for company registration.

Types of Private Limited Companies

The types of private limited companies depend on their member’s liabilities, which can be as follows:

Limited by shares: In this case, the liability of the members is limited to the amount unpaid towards the company with regard to the shares held by them.

Limited by guarantee: The liability is limited to the sum of money the members guarantee to pay if the company is wound-up.

Unlimited liability: The liability of members is unlimited, which means that members’ personal assets can be sold when the company is wound-up.

Characteristics/Features of a Private Limited Company

Members

The Act provides that a private limited company must have a minimum of two members, while the maximum members limit is 200.

Number of directors

The Act provides that a private limited company must have a minimum of two directors, while the maximum number of directors is 15.

Limited liability

The liability of all members or shareholders of a private limited company is limited. It means that when the company faces a loss under any circumstance, its shareholders will not be liable to sell their personal assets for payment. They will be liable to repay for only the amount of the shares subscribed or the guaranteed amount they have agreed to pay.

Perpetual succession

Perpetual succession means the company will continue to exist in the eyes of the law irrespective of insolvency, bankruptcy or death of any of its members. The life of the company continues to exist forever.

Authorised and paid-up share capital

The private limited company must have an authorised share capital of Rs.1 lakh. Due to an amendment to the Companies Act, it need not have any minimum paid-up share capital. Before the amendment of the Act, it needed to have a minimum paid-up capital of Rs.1 lakh, which has now been removed.

Name

A private limited company name must have the words ‘private limited’ after its name. For example, if the company name is ABC, it must write its name as ‘ABC Pvt. Ltd’ in all its official communications and the company registration form.

Prospectus

A prospectus is a detailed statement providing the status of company affairs. A company issues prospectus to the public to subscribe to the company share. However, a private limited company cannot issue a prospectus as it cannot invite the public to subscribe to its shares.

Index of members

A private company does not have to maintain an index of its members as per the Act. Whereas, a public company must maintain an index of its members.

Definition of a Private Limited Company

Section 2(68) of the Companies Act, 2013 (‘Act’) defines a private company as a company having a minimum paid-up capital as prescribed and whose articles of association:

Restricts the right to transfer shares

Excluding One Person Company (OPC) limits the number of its members to 200

Restricts any invitation to the public to subscribe to any company securities

However, when two or more members of a private limited company hold one or more shares jointly, they are considered a single member. Further, the following will not be considered as company members:

Persons who are employees of the company

Persons who were former employees of the company and also members while in employment and continued to be members after cessation of their employment