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How to register a private limited company in India

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To register a Private Limited Company in India, follow these steps:

Step 1: Obtain Digital Signature Certificate (DSC)

  • The directors and shareholders must obtain DSC from certifying authorities.

  • Required documents: PAN card, Aadhaar card, passport-sized photo, email ID, and phone number.

Step 2: Obtain Director Identification Number (DIN)

  • Apply for DIN using the SPICe+ form on the MCA portal.

  • Each director must have a unique DIN.

Step 3: Name Approval via RUN or SPICe+

  • Choose a unique company name and apply for approval using the RUN (Reserve Unique Name) service or directly through SPICe+ (INC-32).

  • The name should comply with Companies Act, 2013 and MCA guidelines.

Step 4: Draft Memorandum & Articles of Association (MoA & AoA)

  • MoA defines the company’s objectives.

  • AoA outlines the company’s rules and regulations.

Step 5: File SPICe+ Form for Company Incorporation

  • Submit SPICe+ (INC-32) form online via the MCA portal.

  • Attach required documents:

    • PAN & Aadhaar of Directors

    • Address Proof of Directors

    • Proof of Registered Office (Rent Agreement/NOC)

    • Declaration by Directors (DIR-2)

    • MoA & AoA

Step 6: Obtain PAN, TAN, and Incorporation Certificate

  • Once MCA approves, you will receive:

    • Certificate of Incorporation (COI)

    • Company PAN & TAN

    • Automatic registration for EPFO & ESIC.

Step 7: Open a Company Bank Account

  • Use the Certificate of Incorporation, PAN, and MoA/AoA to open a bank account.

Step 8: Register for GST (if applicable)

  • If turnover exceeds ₹40 lakh (₹20 lakh for services), register for GST.

To register a Private Limited Company in India, you need the following documents:

1. Documents of Directors & Shareholders:

✅ Identity Proof:

  • PAN Card (mandatory for Indian nationals)

  • Passport (for foreign nationals)

✅ Address Proof: (Any one)

  • Aadhaar Card

  • Voter ID

  • Driving License

  • Passport

✅ Residential Proof: (Recent utility bills, any one)

  • Bank Statement

  • Electricity Bill

  • Telephone Bill

  • Mobile Bill
    (Should be recent, not older than 2 months)

✅ Passport-sized Photograph

✅ Director Identification Number (DIN) – (Applied through SPICe+ form)

✅ Digital Signature Certificate (DSC) – (Required for e-filing)

2. Documents for the Registered Office Address:

✅ Address Proof:

  • Latest Electricity Bill / Water Bill / Property Tax Receipt
    (Should be recent, not older than 2 months)

✅ Ownership Proof: (If owned)

  • Sale Deed or Property Deed

✅ NOC from Owner: (If rented)

  • No Objection Certificate (NOC) from the landlord

  • Rent Agreement (if applicable)

3. Company Incorporation Documents:

✅ Memorandum of Association (MoA) – Defines company’s objectives.
✅ Articles of Association (AoA) – Defines company’s internal rules.
✅ Declaration by Directors & Subscribers (Form INC-9).

Once all documents are ready, you can proceed with the online registration via the MCA portal (www.mca.gov.in) using the SPICe+ form.

To register a Private Limited Company in India, the minimum and maximum requirements for Directors and Subscribers (Shareholders) are:

1. Directors Requirement:

✅ Minimum: 2 Directors
✅ Maximum: 15 Directors (can be increased by passing a special resolution)
✅ At least one director must be a resident of India (i.e., stayed in India for at least 182 days in the previous financial year).

2. Subscribers (Shareholders) Requirement:

✅ Minimum: 2 Subscribers
✅ Maximum: 200 Subscribers
✅ A subscriber can be an individual or a corporate entity.

Each subscriber must take at least one share in the company.

Yes, a foreign individual can become both a Director and a Subscriber (Shareholder) in a Private Limited Company in India. However, there are certain requirements to be met:

1. Foreign Individual as a Director:

✅ A foreign individual can be appointed as a Director in an Indian company.
✅ They must obtain a Director Identification Number (DIN) by filing the SPICe+ form.
✅ They need a Digital Signature Certificate (DSC) for online filing.
✅ At least one director must be an Indian resident (i.e., has stayed in India for at least 182 days in the previous financial year).

Documents required:

  • Passport (notarized & apostilled in their home country)

  • Address Proof (Utility Bill, Driving License, or any Government ID)

  • Passport-size Photograph

2. Foreign Individual as a Subscriber (Shareholder):

✅ A foreign individual or foreign company can hold shares in an Indian company.
✅ Investment in an Indian company by a foreign national is governed by the Foreign Direct Investment (FDI) Policy.
✅ If FDI is under the automatic route, no prior government approval is needed.
✅ If under the approval route, permission from the Reserve Bank of India (RBI) is required.

Documents required for a foreign shareholder:

  • Passport (notarized & apostilled)

  • Address Proof (notarized & apostilled)

  • Foreign company documents (if applicable)

Registering a Private Limited Company (Pvt Ltd) in India offers several benefits, making it one of the most preferred business structures. Here are the key advantages:

1. Limited Liability Protection

✅ Shareholders’ personal assets remain protected; liability is limited to the amount invested in shares.

2. Separate Legal Entity

✅ The company is a distinct legal entity, separate from its owners.
✅ It can own assets, enter contracts, and sue or be sued in its own name.

3. Easy Fundraising & Investment Opportunities

✅ Private Limited Companies can raise funds through equity, venture capital, angel investors, and banks.
✅ More credibility compared to proprietorships and partnerships.

4. Perpetual Succession

✅ The company continues to exist even if directors or shareholders change, ensuring business continuity.

5. Tax Benefits

✅ Corporate tax rates are often lower than individual tax rates.
✅ Eligible for various tax exemptions, deductions, and startup benefits under government schemes.

6. Better Credibility & Brand Image

✅ More trust among customers, suppliers, and investors due to MCA & ROC registration.
✅ Easier to get business loans and contracts.

7. Easy Share Transfer

✅ Ownership can be easily transferred by selling shares.
✅ Unlike a proprietorship or partnership, where ownership changes are complex.

8. Eligibility for Government Schemes & Tenders

✅ Eligible for Startup India benefits, MSME registration, and government tenders.

Changing a shareholder in a Private Limited Company in India involves the transfer of shares from an existing shareholder to a new one. Here’s the step-by-step process:

Step 1: Check the Articles of Association (AoA)

✅ The AoA may have restrictions on share transfers.
✅ If restrictions exist, the company may need board approval or an offer to existing shareholders first (Right of First Refusal).

Step 2: Obtain Consent & Execute Share Transfer Deed

✅ The current shareholder and the new buyer must sign a Share Transfer Deed (Form SH-4).
✅ The deed should include:

  • Details of the seller and buyer

  • Number of shares transferred

  • Consideration amount (Price paid)

  • Signatures of both parties & two witnesses

Step 3: Payment of Stamp Duty

✅ Share transfer requires stamp duty (0.25% of the consideration amount) to be paid.
✅ The deed should be signed on stamp paper or have revenue stamps affixed.

Step 4: Submit Share Transfer Documents to the Company

✅ The seller must submit:

  • Signed Form SH-4

  • Share certificate (original)

  • Proof of payment for shares (if applicable)

Step 5: Board Resolution for Approval

✅ The Board of Directors must approve the transfer in a Board Meeting.
✅ A new share certificate is issued to the new shareholder within 1 month.

Step 6: Update the Register of Members

✅ The company must update its Register of Members (Form MGT-7) to reflect the new shareholder.

Step 7: File Forms with MCA (If Applicable)

✅ If the transfer leads to change in significant beneficial ownership, Form BEN-2 must be filed.
✅ If a director changes due to share transfer, DIR-12 must be filed.

Key Notes:

🔹 Shares cannot be freely transferred like a public company due to Pvt Ltd restrictions.
🔹 If shares are transferred between Indian & foreign shareholders, FDI compliance & RBI approval may be needed.

Changing a Director in a Private Limited Company in India involves either adding a new director or removing/resigning an existing one. The process depends on whether the director is resigning voluntarily or being removed by the company.

1. Appointment of a New Director

Step 1: Check the Articles of Association (AoA)

✅ Ensure that the company’s AoA allows the appointment of directors and follow any specific conditions mentioned.

Step 2: Obtain Digital Signature Certificate (DSC) & Director Identification Number (DIN)

✅ The new director must obtain a DIN (if they do not already have one).
✅ Apply for DIN through Form DIR-3 on the MCA portal (if not already obtained).

Step 3: Obtain Consent & Declaration from the New Director

✅ The new director must provide:

  • Form DIR-2 (Consent to act as a director)

  • Form MBP-1 (Disclosure of interest in other entities)

Step 4: Pass a Board Resolution

✅ The company must hold a Board Meeting and pass a resolution to appoint the director.

Step 5: File Form DIR-12 with the MCA

✅ The company must file Form DIR-12 within 30 days of appointment.
✅ Attach:

  • Board Resolution

  • DIR-2 (Consent Letter)

  • DIN Details

Step 6: Update the Company’s Records

✅ Update the Register of Directors & Shareholders and issue a fresh list if necessary.

2. Resignation of a Director

Step 1: Director Submits Resignation Letter

✅ The director submits a resignation letter to the company.

Step 2: Board Meeting & Resolution

✅ The company accepts the resignation in a Board Meeting and records it in the minutes.

Step 3: File DIR-12 with MCA

✅ The company must file Form DIR-12 within 30 days of resignation.
✅ Attach:

  • Resignation letter

  • Board Resolution accepting resignation

Step 4: Director Files DIR-11 (Optional, Recommended)

✅ The resigning director can file Form DIR-11 with the MCA to officially notify their resignation (optional but recommended).

3. Removal of a Director by the Company

Step 1: Board Meeting to Call General Meeting

✅ The Board of Directors must call a General Meeting to remove the director.

Step 2: Pass Special Resolution in General Meeting

✅ Shareholders vote to remove the director via Ordinary Resolution (simple majority).

Step 3: File DIR-12 with MCA

✅ The company must file Form DIR-12 within 30 days of removal.

Key Points to Remember

✔️ Minimum 2 Directors are required in a Private Limited Company at all times.
✔️ At least one director must be an Indian resident (lived in India for 182+ days in the previous year).
✔️ If the director holds shares, their shareholding remains unless separately transferred.

Converting a Private Limited Company into a Public Limited Company in India involves legal compliance under the Companies Act, 2013. Below is the step-by-step process:

Step 1: Check Articles of Association (AoA)

✅ The Articles of Association (AoA) of the company should allow conversion.
✅ If not, amend the AoA to remove restrictions on share transfer and increase the number of members.

Step 2: Convene a Board Meeting

✅ Pass a Board Resolution to approve the conversion.
✅ Fix the date for the Extraordinary General Meeting (EGM) to seek shareholder approval.

Step 3: Hold an Extraordinary General Meeting (EGM)

✅ Pass a Special Resolution for:

  • Conversion from Private to Public Company.

  • Amendment of the MoA & AoA.
    ✅ File Form MGT-14 with the MCA within 30 days of passing the resolution.

Step 4: Increase Number of Directors & Shareholders

✅ Minimum Requirements for a Public Company:

  • Directors: At least 3 (from 2 in a private company).

  • Shareholders: At least 7 (from 2 in a private company).

Step 5: File Conversion Application with MCA

✅ Submit Form INC-27 to the MCA for conversion approval.
✅ Attachments required:

  • Copy of Special Resolution

  • Amended MoA & AoA

  • List of Directors & Shareholders

  • Declaration by Directors confirming compliance

Step 6: Obtain New Certificate of Incorporation

✅ Once approved, the Registrar of Companies (ROC) will issue a Fresh Certificate of Incorporation as a Public Limited Company.

Step 7: Comply with Public Company Regulations

✅ Update statutory records, PAN, TAN, and bank details.
✅ If planning to list on stock exchange, comply with SEBI regulations.

Key Points to Remember

✔ Post-conversion, shares can be freely transferred, unlike a private company.
✔ If the company has more than ₹10 crore capital, it must comply with SEBI & listing requirements.
✔ The company will have to follow stricter compliance, such as appointing an Independent Director and holding board meetings quarterly.

Listing a company on the Stock Exchange in India involves a detailed process that includes regulatory approvals, compliance with SEBI (Securities and Exchange Board of India) regulations, and fulfilling stock exchange requirements. Below is the step-by-step process:

Step 1: Convert to a Public Limited Company

✅ If the company is a Private Limited Company, it must be converted into a Public Limited Company before listing.

Step 2: Meet Eligibility Criteria for Listing

The company must comply with SEBI (ICDR) Regulations, 2018 and stock exchange requirements.

✅ For NSE & BSE Mainboard Listing:

  • Minimum Post-Issue Paid-Up Capital: ₹10 Crore

  • Net Tangible Assets: ₹3 Crore in the last 3 years

  • Profitability Track Record: Profitable in at least 3 out of the last 5 years

  • Minimum Public Shareholding: At least 25%

✅ For SME Exchange Listing (NSE Emerge/BSE SME):

  • Post-Issue Paid-Up Capital: Below ₹25 Crore

  • Track Record: At least 3 years of operations

  • Net Tangible Assets: ₹1.5 Crore or more

Step 3: Appoint Merchant Banker

✅ Hire a SEBI-registered Merchant Banker to manage the Initial Public Offering (IPO).
✅ The Merchant Banker helps in:

  • Due diligence

  • Preparing IPO documents

  • Pricing & underwriting the issue

Step 4: Draft & File DRHP with SEBI

✅ Prepare the Draft Red Herring Prospectus (DRHP) with financials, company details, and risk factors.
✅ File the DRHP with SEBI for approval.
✅ SEBI may ask for clarifications or modifications.

Step 5: Approval from Stock Exchange

✅ Apply for listing on NSE/BSE with necessary documents.
✅ Get in-principle approval from the exchange.

Step 6: Marketing & IPO Subscription

✅ Conduct roadshows, investor presentations, and advertisements to attract investors.
✅ Open the IPO for public subscription through ASBA (Applications Supported by Blocked Amount).

Step 7: Allotment of Shares & Listing on Exchange

✅ After the IPO closes, shares are allotted to investors.
✅ The company gets the Listing & Trading Approval from the stock exchange.
✅ Shares start trading on NSE/BSE on the listing date.

Key Points to Remember

✔ SEBI compliance is mandatory before listing.
✔ SME listing is easier with relaxed norms for small companies.
✔ Post-listing, the company must follow SEBI & Stock Exchange disclosure norms.



Author Name:
CA Irshad Khan

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