A private limited company is a legal entity. It is a company which is held by a relatively small group of people known as the shareholders of the company. Minimum of 2 people are required to start a private limited company but the total number of shareholders shall not exceed 200 during the life of the company. The company cannot raise fund through general public by issuing shares i.e. general public cannot take part in private limited companies. A private limited company have a mandatory compliance that has to be done every year. The company cannot raise fund through general public by issuing shares i.e. general public cannot take part in private limited companies.
ADVANTAGES OF PRIVATE LIMITED COMPANY
Maximum limit of shareholder is 200 and there is no interference of general public
Liabilities of members is limited to the extent of their shareholding
Separate Legal entity: the private limited company has a distinct identity from its member and directors.
Control on the ownership of the company: Usually, the directors are the shareholders of the company, therefore, control and ownership remains in their own hand and no outsider interfere in the management of the company
Easy to get borrowings and financial assistance from banks and financial institutions by issuing securities like debentures, deposits etc.
Death and inability to continue as a member do not effect the legal status of the company. As the company will remain in existence even if the members or directors die.
HOW TO DO REGISTRATION OF PRIVATE LIMITED COMPANY
Nowadays, the whole registration process is done online. Now no more paper work and physical verification are required to register a Company. We can register a Company without visiting any government office or department. An online request submitted to the Registrar of Companies for registration of a private limited company in Form no. INC-32 (SPICE) at the time of incorporation along with required documents and fees as prescribed under Companies (Registration offices and fees) Rules, 2014 which depend upon the capital structure of the company.
STEPS TO REGISTER A PRIVATE LIMITED COMPANY:
Step 1:- Application for allotment of DSC & DIN of the Directors of the company
Step 2:- Application for name reservation
Step 3:- Preparation of documents which are required for registration of company
Step 4:- Drafting of Memorandum of Association (MOA) & Article of Association (AOA)
of the company
Step 5:- Filing of Forms INC-32 (Spice) along with INC-33(MOA) & INC-34(AOA) to the ROC
Step 6:- Payment of application fees and Stamp Duty to the ROC
Step 7:- ROC will check and make verification of documents & Forms
Step 8:- ROC will issue Certificate of Incorporation
MANDATORY REQUIREMENT FOR REGISTRATION:
Minimum two directors
DIN & DSC of the directors
Minimum 2 shareholders are required
ID proof of the Directors (PAN Card)
Address proof of the Directors (Aadhaar Card/ Driving License/ Passport)
Address proof of the proposed company for registered office of the company:
If property is owned then sale deed or municipal tax receipt
If property is rented then rent agreement
Utility Bill not older than 2 months
NOC from the owner of the Property
Contact details of the Directors and of the proposed company
Certificate from Professional like Company Secretary, Chartered Accountant, Cost Accountant etc.
As per Companies Act, 1956 the minimum capital required for incorporation of a company is Rs 100000/- but, as per Companies Act, 2013 there is no minimum capital required i.e. a person can start his business with less than Rs. 100000/-.
The whole procedure is completed within 10-12 days
WHERE TO GET REGISTER
Registrar of Companies (ROC) comes under the Ministry of Corporate Affairs that deals with the administration of the Companies. There is total 22 Registrar of Companies in India. Usually, one state has one ROC, but there are some states having more than one ROC e.g. Maharashtra and Tamil Nadu and there are few states where one ROC for all of them e.g. Delhi & Haryana both has only one ROC. ROC maintains records related to the incorporation of companies, their compliances and oversees government policies on relating matters. The company will get registered with the Registrar of Companies in whose jurisdiction the registered office of the proposed company will fall.
Certain information is required to file with ROC. All companies are required to file certain documents every year. Failure in filing these information and documents can attract the penal provisions on company, directors and other officers of the company. Hence it is advisable for the management of the company to take proper care of all necessary compliances. There is two type of ROC Filing one is mandatory filing and another one is event-based filing.
Within 30 days of incorporation of a company shall file information for the appointment of Auditor in Form ADT-1;
Annual Return in Form AOC-4 and MGT-7 at the end of every financial year; and
If any company fails to file Annual Return to the ROC then the company will be punishable by a fine of Rs. 50,000/- which may extend to Rs. 5,00,000/-.
EVENT BASED FILING:
Alteration or changes made in MOA or AOA;
Appointment or removal of directors or changes in their designation;
Appointment or removal of Auditor;
Increase in Authorized Capital of the Company;
Change the name or address of the company; etc.
CHECKLIST FOR ANNUAL COMPLIANCE
Annual General Meeting of the shareholders must be held by the company within 6 months at the end of every financial year
Balance Sheet & Profit and Loss A/c of the company must be audited by the Chartered Accountant
Audit Report from Chartered Accountant
A copy of notice for AGM
List of shareholders along with their shareholding
Report must be signed by professionals like Company Secretary, Chartered Accountant, Cost Accountant
These are some of the important compliances a Private Limited Company has to take care of.
Author: Shivani Singh