Private Limited Company Registration Online in India - Step by Step Process

What is a Private Limited Company?

A private limited company is a company privately held for small businesses. This type of business entity limits owner liability to their shareholdings, the number of shareholders to 200, and restricts shareholders from publicly trading shares.

What are the advantages of Private Limited  Company Registration in India?

1. Limited risk to personal assets – The shareholders of a private limited company have limited liability. This means that as a shareholder you will be liable to pay for company’s liability only to the extent of the contribution made by you. The shareholders do not have any personal liability and hence need not pay for the company’s liability out of their own assets. 

2. Legal Entity – A private limited company has a separate legal entity different from its directors and shareholders. This means that the company is responsible for the management of its assets and liabilities, debtors and creditors. The shareholders will not be held responsible for the losses of the company. So, the creditors cannot proceed against the directors or shareholders to recover the money.

3. Raising Capital – Even though registering a private limited company comes with compliance requirements, it is preferred by entrepreneurs as it helps them raise funds through equity, expand and at the same time limits the liability.

4. Trustworthiness – Companies in India are registered with the Registrar of companies (ROC) under the Companies Act 2013. Anyone can check the details of the company through the Ministry of Corporate Affairs (MCA) portal. Also, details of all the directors are provided while the formation of the company. Hence a private limited company form of business structure is trusted more.

5. Continue Existence – A company has ‘perpetual succession’, i.e. continue or uninterrupted existence until it is legally dissolved. A company, being a separate legal person, is unaffected by the death or cessation of any member but continues to be in existence irrespective of the changes in membership.

Different forms of company registration

There are other forms of company registration such as

• Partnership Firm Registration
• Proprietorship Firm Registration
• Limited Liability Partnership (LLP) Registration
• One Person Company (OPC) Registration
• NGO Registration ( Section 8 Company Registration )

How to Register Private Limited Company:

Looking to register your company as a private limited company? Here's the step-by-step guide for registering your company as a private limited company:

Step 1: Obtain Digital Signature Certificate (DSC)

Step 2: Obtain DIN

Step 3: Name Availability*

Step 4: Form SPICe+ INC-32

Step 5: e-MOA and e-AOA

Step 6: PAN and TAN Application

* The RUN Web service earlier available for name availability will be available only for change in name of an existing company. The change is effective from 23 February 2020.

Step 1: Obtain DSC (Digital Signature) Digital signatures are required to file the forms for company formation. The registration process is completely online and the forms require a digital signature. DSC is mandatory for all subscribers and witnesses in the Memorandum of Association (MOA) and Articles of Association (AOA).

You must obtain the digital signature certificates from government recognized certifying authorities. The list of such certified authorities can be accessed here. Or you can get your DSC online in just two days from here. The cost of obtaining DSC varies depending upon the certifying authority. You must obtain class 3 category of DSC. 

Step 2: Apply for DIN (Director Identification Number) DIN is an identification number for a director. It has to be obtained by anyone who wants to be a director in a company. One DIN is enough to be a director in any number of companies.

Step 4: Form SPICe+ (INC-32) The MCA has introduced Form SPICe+ for the registration of new companies from 23 February 2020. The incorporation under Part-B of the SPICe+ form is also web based and streamlines the incorporation of companies.

Upon the name approval, the applicant can click on the link of the approved name (available on the user’s dashboard) and continue to complete the incorporation. The Part-B of the new SPICe+ form enables the web based incorporation and serves the following purposes with the benefit of a single application:

• Application for allotment of DIN (Director Identification Number)
• Reservation of company name
• Incorporation of a new company
• Application for PAN and TAN (mandatory)
• Application for EPFO registration (mandatory)
• Application for ESIC registration (mandatory)
• Application for Professional tax registration (only for Maharashtra)
• Application for opening a bank account for the company (mandatory)
• Allotment of GSTN (Goods and Service Tax registration number) if applied for (optional)

The new SPICe+ form facilitates web based entries and real time validation of data making incorporation a seamless and quick process. The details filled in Part-A and Part-B of SPICe+ will be automatically filled in the linked forms AGILE-PRO, eAoA, eMoA, URC1, INC-9 (as applicable).

All these forms have to be downloaded in PDF and digitally signed, and later submitted for incorporation purposes. Upon the filling of the SPICe+ form, the user has to also download the form SPICe+ in a PDF format and affix the DSC to digitally sign the form.

The digital signature of a professional is required to file Form INC-32. The professional must certify that all the information given in the form is correct. The professional can be Chartered Accountant, Company Secretary, Cost Accountant or advocate.

Prior to May 2015, the registration of companies required the filling up of several documents, such as the DIR–3 for acquiring the DIN (Director Identification Number), INC-1 for obtaining a name, INC–7 for registering the company with the Memorandum and Articles of Association, INC–22 for the registered office and finally, Form DIR-12 for the directors. With effect from January 2018, New Process of Name Approval “RUN” notified and e-form INC-1 omitted. INC-7 form omitted.

Now, all of these forms have been merged together in the SPICe+ form and RUN service is available only to change existing name. Only way out for incorporation of Company is SPICe+ form. No ROC fees for Incorporation of Company up to 10 lack of authorized capital.

Step 5: e-MoA(INC-33) and e-AoA (INC-34) e-MoA refers to an electronic Memorandum of Association and eAoA is electronic Articles of Association. These forms have been introduced to simplify the process of company registration in India.

Memorandum represents the charter of the company while articles of association contain the internal rules and regulations of the company.

Earlier memorandum of association and articles of association were required to be filed physically. But now these forms are filed online on MCA portal as a linked form with SPICe+ (INC-32). Both these forms must be digitally signed by subscribers to the Memorandum and Articles of Association.

Step 6: PAN and TAN Application Through this single form SPICe+, you can also apply for company’s PAN and TAN. The system will auto-generate these forms after the submission of SPICe+ form. The Certificate of Incorporation of PLC is issued with the PAN as allotted by the Income Tax Department after approval of the SPICe+ Form. An email containing the Certificate of Incorporation, PAN and TAN will be sent by the MCA. The Income Tax Department will issue the PAN card.

If all the details in the form are duly filled in along with the required documents, MCA will approve the registration and a CIN (Corporate Identity Number) will be allocated. You can also track this CIN online on MCA portal.

Documents required for filing SPICe+ (INC-32)

The following documents must be filed with SPICe (INC-32) for a private limited company registration:

A. Where director and subscriber are Indian Nationals

• An Affidavit on a Stamp Paper is to be given by all the subscribers of the Company to state their willingness to become the shareholders of the Company
• Proof of office address – Rental Agreement or Ownership Deed such as Sale Deed
• Copies of utility bills such as electricity bill, water bill or gas bill not older than two months
• Copies of utility bills that are not older than two months
• Copy of approval in case the proposed name of the company contains any word(s) or expression(s) that require approval from central government
• If the proposed name is based on a registered trademark or is subject matter of an application pending for registration under the Trade Marks Act, then it is mandatory to attach the trademark registration certificate or trademark application copy
• NOC from the owner of the property, if the registered office is on a rented/leased property.
• In case of subscribers/ Director does not have a DIN, it is mandatory to attach, proof of identity and address proof of the subscribers

B.Where director/subscriber is a foreign National

• Passport
• Address proof: It can be driving license, residence card, bank statement, Government issued form of identification containing an address