How to Register a Private Limited Company

How to Register a Private Limited Company

Step 1: Obtain a Digital Signature Certificate
The initial phase in company registration is obtaining a Digital Signature Certificate. The board of directors or managing director of the private company requests to have their own Digital Signature Certificate, as it is required while filing e-forms and submitting tax returns. The Digital Signature Certificate acts as a sort of confirmation or identification mark, allowing such personnel to authenticate documents being sent to the Government.
The digital signature certificate is generally allotted by a Certifying Authority, and is commonly valid for either one or two years, after which the applicant duty gets the Digital Signature Certificate renewed. All subscribers (people who promote the company and serve as shareholders), and directors (administrative heads of the company) of the private limited company must attain Digital Signature Certificate.

Documents Required for a Digital Signature Certificate:

  • Passport-size photographs of the aspirant
  • Copies of the aspirant’s address proof, self-attested
  • PAN card self-attested by the aspirant.

Step 2: Procure the Director Identification Number
The Director Identification Number, generally known as DIN, is a unique identification number allotted to directors of companies by the Ministry of Corporate Affairs. The number is valid for a lifetime unless withdrawn or detached by the MCA. All the directors of the company are required to procure for themselves unique DINs to register their company. Therefore, it is safe to say that to be a director of a legally registered company, a DIN is mandatory. Additionally, it also comes to use when a director is appointed to another company or takes charge as the designated partner of an LLP.

Documents Required for Director Identification Number

  • Passport-size photographs of the aspirant
  • Self-attested copies of the aspirant’s address proof
  • PAN card self-attestation of the aspirant.

Step 3: Reserve a Name for the Company
Before filing for incorporation, a company needs to have a unique name. To do so, the directors must submit an application asking to reserve a specific name for the private limited company via e-Form INC -1. The directors must certify that the appropriate form is filled and that the mandatory processing fees have been paid.

One single application can cover a maximum of 6 different names, graded in order of their preference along with why the name is a good fit for the company. Government officers will then check the availability of each name and then approve or reject the application accordingly.

Most directors hire professionals to check the availability beforehand, to avoid any misperception later on. Registrar of Companies will decide whether to approve or reject the application.

General Principles for the procedure of Naming a Private Limited Company are:

  • The name must be easy to remember, as well as spelling must not be difficult.
  • It should provide the company with a unique identity.
  • The name must be simple, brief, and inspired.
  • The name must not contain within it any words which are critical.
  • It must not contain words that are aggressive and prohibited.
  • It must not infringe any legal trademarks registered prior.
  • The name cannot be similar or identical to any other company’s name.

If approved, the ROC reserves the name for 60 days, within which the company must apply for incorporation. If the company fails to do so, the name shall lapse and the whole process will have to be repetitive, for the company to file its incorporation.

Step 4: Obtain the Certificate of Incorporation
Once an appropriate name is earmarked, the company must apply for incorporation. Thereafter, an application file for online registration of a private limited company thru the SPICe forms (simplified proforma for incorporating companies electronically) can be submitted.

  • Memorandum of Association (MOA) and Articles of Association (AOA) for the private limited company must be drafted by the officials.
  • The MOA defines the company’s scope of operations, lists out its objectives, and also names its activities.
  • On another hand, the AOA defines the nature of its operations and explains how the company’s administration will carry out its responsibilities.
  • Both of these documents must be listed in the SPICe forms after being authenticated via affixing Digital Signature Certificate s
  • If the ROC is satisfied with the application, they will accept the application and the company will receive a Certificate of Incorporation, which holds the PAN of the newly formed company.

Supporting Required Documents to Register a Private Limited Company

  • NOC from the owner of the office premises if, it is on rent or lease
  • Utility bill from the office area
  • Copy of the rental agreement/ lease agreement /property certificate
  • Form DIR-2 viewing director’s consent
  • Affidavit of first shareholder and director by INC-9
  • First director’s and subscriber’s self-attested proof of identity.

Once a company obtains the Certificate of Incorporation, it converts into a legal entity and can start functioning as a private limited company within India. After that, the directors, administrators, and promoters can commence their operations. Then the company must deposit the share capital as registered in the company’s account.