REGISTERING A PRIVATE LIMITED COMPANY
A person who want to set up a business has various options and registering it as a Company is one of the best decision he can make since he has the advantage of Limited liability i.e; his liability will be limited to the amount which he has agreed to contribute to the assets of the Company at the time of being wound up. And if he wants his business to be within his control he can opt to register a Private Limited Company in India with two members as its shareholders and as its directors or register a One Person Company with just one person as its member.
Registering a Private Limited Company is the most popular form of company used for domestic as well as foreign investors. It is limited by shares in which the maximum number of shareholders is restricted to 200. A Private Limited Company has been exempted from complying with quite a few provisions of the Companies Act compared to Public Limited Company since it cannot offer its shares or debentures to the public, cannot make or accept deposits from the public and there are restrictions regarding the right of transfer of shares. The liability of each shareholder is limited to the extent of the amount of shares subscribed. However, the liability of a Director/Manager of such a company can at times be unlimited.
Except the case of One person Company the minimum number of Shareholders and Directors is 2. There is no minimum share capital requirement. A Private Limited Company should be registered with the Registrar of Companies (RoC) of the respective State under The Companies Act, 2013. For Private Limited Company Registration in Bangalore documents should be filed at the office of Registrar of Companies, Bangalore, Karnataka, company registrations are centralized and the approvals takes place in Delhi. However, it is free to open up branches and to do business anywhere in India even if the registration with RoC is on the State level. On approval of company registration documentation and other information RoC shall register all the information and documents and issues the Certificate of Incorporation.
Hence, a private company is preferred by those who wish to take the advantage of limited liability and at the same time, desire to keep control over the business within a limited circle and maintain the privacy of their business.
Steps to Incorporate/ Register a Private Limited Company in India:
1. Finalising a company name and address of the registered office or an address for correspondence till registered office is established.
2. Obtaining the Digital Signature for all the Directors and Share holders
3. Obtaining the DIN (Director Identification Number) for every proposed Director of the company (for foreign nationals, copy of passport is a must as Identity Proof and PAN for Indians).
4. Filing for and obtaining name approval for setting up company in India.
5. Filing INC 32, 33 & 34 to register Private Limited Company in India along with applicable fees and stamp duty. PAN & TAN Also gets approved simultaneously.
6. Obtaining the Certificate of Incorporation.
7. Opening Company's Bank Account.
8. Other registrations and Licenses with regulatory authorities as applicable to the company and obtaining the necessary permissions for setting up company in India.
Other Registrations: Professional Tax Registration, Registration under Karnataka Shops & Commercial Establishment Act, Service Tax Registration, VAT Registration, GST Registration, MSME Registration Etc.,
A company can be registered without a registered office. Once the company is incorporated within fifteen days it should establish its registered office and within thirty days of incorporation it should furnish to the registrar verification of its registered office. However it has to specify an address while filing incorporation documents for correspondence till the registered office is established.
The subscribers to the Memorandum of Association/the first shareholders of the company shall remit the value of shares subscribed, to the company’s bank account immediately after opening the bank account before commencement of its business. If foreign shareholders are involved, they need to remit into the bank account, in foreign currency for the shares taken. Also, an Indian company needs to intimate the Reserve Bank of India, regarding the receipt of investment from foreign company/citizen. As per RBI regulations, if the Indian company issues shares to foreign companies or foreign nationals etc., the company is required to file returns with RBI/intimate RBI, within 30 days of such an issue.
The general documents required for registering a Private Limited Company in Bangalore and any state of India:
1. ID proof of the proposed Directors and Subscribers / Promoters:
PAN Card, Passport. (Income-tax PAN is a mandatory requirement as proof of identity for Indian Directors and passport is a mandatory requirement as proof of identity for foreign nationals/directors.)
2. Address proof of the proposed Directors and Subscribers / Promoters:
i. Passport, election (voter identity) card, ration card, driving licence, Aadhar Card – any one and
ii. electricity bill, telephone bill or bank account statement - any one, – should be in the name of applicant only, documents should not be older than 2 months from the date of filing of the form.
3. Passport size photographs of the Directors.
4. Complete details about every shareholder/Promoter and/or the Address and ID proofs.
5. Few affidavits & Declarations.
6. Address for correspondence until registered office is established:
Instead of having registered office from the date of incorporation, a company may have registered office on and from the 15th day of its incorporation. Verification of registered office has to be filed within 30 days of incorporation.
OR
Address of Registered office of the company:
I In case property is owned by director and not taken on lease by the company:
1. Property tax receipt
2. Electricity bill
3. Water bill
4. Copy of registered sale deed
5. any other document from revenue authorities of state government
any one of the above And NOC in plain paper duly signed by the director
II Property is taken on lease by company:
1. Property tax receipt
2. Electricity bill
3. Water bill
4. Copy of registered sale deed
5. any other document from revenue authorities of state government
any one of the above and A copy of lease agreement between the owner and the company (Under incorporation), NO SEPARATE NOC FROM OWNER IS REQUIRED.
III Property is owned by any other person /entity not taken on lease by company:
1. Property tax receipt
2. Electricity bill
3. Water bill
4. Copy of registered sale deed
5. any other document from revenue authorities of state government
Any one of the above And NOC in plain paper duly signed by the owner or head of the entity or board of the entity. NO LEASE AGREEMENT IS REQUIRED.
At times address mentioned in the above proof of registered office may not match completely with the address mentioned in Form (actual address), in such case additional / collateral address proof even from private agencies (like telephone bill/ gas bill) can be Produced.
We handle everything that you need to do to register your business in India, whether it is a private limited company or Public Limited Company or LLP or OPC or Proprietorship Concern or Partnership Firm. Please contact us to learn how we can provide a customized solution to help you reach your business goals.