The provisions for Incorporation of Private Limited Company are governed under the Section 2(68), Section 7 read with Rule 8, Rule 9 and Rule 12 of the Companies Act, 2013.
Ministry of Corporate Affairs (MCA) has tried to simply the process of Incorporation of Company by bringing many revolutionary changes. The MCA has vide its notification dated February 18, 2020 has amended the Companies (Incorporation) Rules, 2014 effective from February 23, 2020 has introduced a Form SPICE+ for Incorporation. The features of the form have been discussed in this article.
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. It is the most prevalent and popular type of corporate legal entity in India.
The following state the minimum requirements for setting up a Private Limited Company:
> Minimum number of directors: 2
> It must be a living person
> One director must be Indian Citizen and resident of India
> Minimum number of shareholders: 2
> Director and Shareholder can be the same person
> It can be a corporate entity/Natural person
> Minimum capital: No Minimum Capital requirement
> Two types of capital i.e. Authorize share capital (Raised from member) and Paid up Capital (Capital which is paid by member).
> It can be increase as and when required
> Residential place can also be register as office or Any other place
Step 1. Obtain Digital Signing Certificate from Certifying Authorities
Step 2. Fill SPICe+ form (Part A – Name availability – You can submit name availability request)
Step 3. Fill SPICe+ Part B form (Company information i.e. pertaining to directors, shareholders, registered office etc.)
Step 4. Fill e-form SPICe+ MOA (INC-33) ,SPICe+ AOA (INC-34) and SPICe+ AGILE-PRO (INC-35)
Step 5. Download all the e-forms prepare online and affix DSC on all the e-forms.
Step 6. Attached the require documents with form SPICe+ and upload the e-forms using linked forms facility from the MCA portal.
Step 7. Issuance of certificate of Incorporation
Meaning: Application for Goods and service tax Identification number, employees state Insurance corporation registration, Profession tax Registration and Opening of bank account. It is application for registration of the following numbers namely: -
1. GSTIN with effect from 31st March 2019
2. EPFO with effect from 8th April 2019
3. ESIC with effect from 15th April 2019
4. Profession Tax Registration (Only Maharashtra)
5. Opening of Bank Account
Note: It is mandatory to file EPFO/ ESIC/ PROFESSION TAX (for Maharashtra) and Opening of bank account through web form AGILE-PRO
Important points about this form
> We can directly apply for GSTIN instead of applying it separately. However, it is not mandatory to apply here
> To fill this form, help kit is given with complete details
> It is an application for GSTIN, EPFO, ESIC, Profession Tax Registration and Opening of Bank Account
So now using MCA SPICE+ form, a Company can get upto 5 registrations in a Single form namely;
Registration as Private Limited Company-
1) GST Registration
2) EPFO Registration
3) ESIC Registration
4) Professional Tax Registration (Only Maharashtra)
Documents / Information Required to form a Private Limited Company
Digital Signature Certificate (DSC):
(To be obtained by all Directors as well as Subscribers if the number does not exceed 7)
2) PAN – Self attested
3) Address proof – Aadhar/ Bank Statement/Passport – Self attested
4) Mobile number
5) Email ID
1) Two Proposed name
2) Main Object Clause
3) If proposed name is resembling to existing company/ trademark then NOC in the form of Board resolution (BR) along with ID of person signing BR.
Registered office address Proof
1) Sale deed/Lease deed;
2) Utility bill (Electricity Bill) – not older than two months;
3) If on rented rent agreement along with rent receipt;
4) If on free consent then NOC from the owner of the property;
If Directors/ Shareholders does not have DIN
1) ID Proof – Passport / Driving Licence / Voting ID;
2) Address Proof – Bank Statement or Passbook/ Electricity Bill/ Telephone bill/ Mobile bill;
3) Email ID and Mobile No. of Director/Shareholders;
DIN related Information required
DIN related Information required:
1) Whether Citizen of India;
2) Whether residence of India;
3) Educational Qualification;
4) Place of Birth.