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Step by Step process on how to Register a Private Limited Company

What Documents will you need?

The below-mentioned documents will be required for each Director/Shareholder:

Identity And Address Proof

  • Copy of PAN Card or Passport (Foreign Nationals & NRIs)

  • Copy of Voter’s ID/Passport/Driver’s License(any one document)

  • Copy of the latest bank statement/telephone or mobile bill/electricity or gas bill(any one document - Not older than 2 months)

  • Passport-sized photograph(of the directors only)

Registered Office Proof

For online company registration in India, the company must have a registered office in India. To prove admittance to the registered office, a recent copy of an electricity bill or the property tax receipt or water bill not older than 2 months must be submitted. Along with the rental agreement, utility bill or the sale deed and a letter from the landlord with her/his consent to use the office as a registered office of the company should be submitted.​

  • Copy of the latest bank statement/telephone or mobile bill/electricity or gas bill not older than 2 months

  • Copy of Notarized rental agreement in English

  • Copy of No-objection certificate from the property owner

  • Copy of sale deed/property deed in English (in case of owned property)

Note: Your registered office need not be a commercial space; it can be your residence too.

 

Step I - Getting a DSC for all Proposed Directors

What is a DSC?

Digital Signature Certificates (DSC) are the digital equivalent (that is electronic format) of physical or paper certificates. Few Examples of physical certificates are drivers' licenses, passports or membership cards. Certificates serve as proof of identity of an individual for a certain purpose; for example, a driver's license identifies someone who can legally drive in a particular country. Likewise, a digital certificate can be presented electronically to prove one’s identity, to access information or services on the Internet, or to sign certain documents digitally.

Why is a DSC required ?

Physical documents are signed manually, similarly, electronic documents, for example, e-forms are required to be signed digitally using a Digital Signature Certificate. Each proposed director will have to get a DSC so that they can provide their approval to be a Director in the company

Process to get a DSC

At RegisterKaro, we have an extremely simple process to get a Digital Signature Certificate. Click here to know how to get a DSC.

 
 
 
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Get your Digital Signature now only at ₹ 1,499!

Step II - Filling out SPICE +A form

Start the incorporation process 

Open SPICE form by clicking on the link below, SPICE Form. or on the MCA website click on MCA services - company services - SPICE +

Select the bellow mentioned option to incorporate a private company

How to fill SPICE+ Part A form

What is main division of business activity?

Read this article to know which division of industrial activity is applicable to you and then enter the No. in the box to the left 

How to enter the Object clause of a company?

Mention what business are you planning to conduct in detail, The objective of the comany must be stated in such a manner that anyone reading the objective clause would know what the comapny is into.

Choose name of company in SPICE+ Part A

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Once you are done with the above steps click on auto check, you should get a green box on the top stating that the name applied for is unique, then click on save and then submit to move to the next step. 

You should get a confirmation alert, you will have two choices 

  1. Incorporate now 

  2. Reserve name

If you want to just reserve your name for the future and not incorporate now, then click on option 2 else click on option one . To know more about name reservation click on this link 

 
 
 

You will need an account on the Ministry of corporate affairs website in order to incorporate your company, Click here to create an account on MCA.

Create an account on MCA

In order to register a Private Limited Company Online we first have to reserve company name - RUN. We can either reserve a business name or we can proceed with incorporation of the private limited company. We have to make a payment in order to reserve the company name. The main division of industrial can be found in https://www.registerkaro.in/industrial-activity-code.

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Step III - Filling SPICE+ B form

Select the bellow mentioned options 

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When we are filling spice+ Part B form, to incorporate a private limited company online we have to specify the Authorised capital of the Pvt Ltd Company. Also we have to mention the paid up capital of the private limited company. You also have to specify the amount of capital that the subscribers are bringing into the business in the form of paid up capital. There is no minimum capital for a private limited company

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What is Authorized Capital?

Authorized capital is the total amount of money that can be bought into the business by the owners. The authorized capital is divided into smaller units called shares . Each share is a claim to the ownership of the company. So if you want you authorized capital to be Rs 1,00,000 and the smallest unit of ownership(share) to be Rs 100 then you will have 1000 such shares.

What is Subscribed Capital?

This is the amount of money that the owners will bring into the company once the company is incorporated . It can be any amount lower than the Authorized capital. 

Once you are done with the above steps click on "Save and Continue".

On the next page enter the details of the address of the registered office then click on "Save and Continue". 

Each proposed director of the private limited company is required to have a DIN - Director Identification Number. You have to fill in details of whether the directors have a DIN or don't have a director identification number.

What is DIN?

DIN is a unique Identification Number allotted to an individual who is appointed as a director of a company

If you have never been a director of a company before you would not have a DIN , you can apply for it through this form . just enter the No. of persons who are going to be a part of the company not having a DIN in the field as shown below . 

What is the Difference between shareholder and Director?

Shareholders are the owners of the company and Directors are the people who are trusted with the management of the company. They can be the same people. The image above shows an example of a company where there are 2 directors who don't have a DIN and both are shareholders of the company. you will have to adjust it according to how you would like to structure your company.

On the next page, basic details of each Director are asked, enter the basic details.

Fill in the basic details of each director including the DIN if they are already a director in a company. If not PAN will be sufficient.

For each Member of the company, you will have to enter the number of shares subscribed and the total amount of subscribed capital. Taking all members into account this number must be equal to the paid-up capital as mentioned in SPICE+ Part A. 

On the next page click on the "Prefill button" and then click yes on the question asking whether Stamp duty is to be paid online. 

Registration for PAN and TAN

https://www.registerkaro.in/industrial-activity-code

You will have to enter your PAN and TAN area code (both different )on this page 

Link to find out your PAN area code 

Link to find out your TAN are code

the image on the left shows how a complete area code looks like. 

What is my Business/Professional Code 

Directors address and ID proof 

All the address and identity of subscribers and directors need to be mentioned in order to incorporate a pvt ltd co

As mentioned at the top of this page,

Attach the address proof and the respective ID proof, the details of which you had provided while giving the directors details on the previous pages.

 

These proofs substantiate all the details you have provided in the previous pages. The details should be provided for each Director/Member.

For the "Proof of identity and residential address of subscriber " just compile the proofs provided separately for each Director/ member and attach them. 

For "Copy of Utility bills" attach the documents mentioned at the top of this page for the Residential address. 

On the next page, you will have to provide a declaration by checking all the tickboxes. 

Each company incorporation requires verification by a Chartered Accountant, the details of the Chartered Accountant have to be provided at the bottom of the declaration and on the next page. Click on "Pre-scrutiny" and once its succesfull click on "Submit" 

 
 
 
 

How can we help in Registering your Company in India?

 
 
 

Step IV - Filling AGILE Form

What is AGILE-Pro?

AGILE-Pro is the one-stop form for registration of Goods and services tax Identification number, employees state Insurance corporation registration pLus Employees provident fund organization registration, Profession tax Registration, and Opening of a bank account.

On the next page, Click on the fill button next to AGILE pro. 

Fill out basic details on this page , most of which is prefilled. then click on the "save and next" button.

A lot of the fields in Agile Pro form will be pre-filled based on the information entered initially while incorporating a private limited company from Spice Part - A and Spice + Part B

When do we have to apply for
GST Registration?

Companies are mandatorily required to register for GST when their turnover during the year crosses Rs. 40 lakhs when they are selling goods, or Rs. 20 lakhs when they are providing services. If you are planning to provide goods/services to a state other than the one in which you are incorporated (inter-state sale) you will have to mandatorily register for GST irrespective of your turnover. There are many other cases where you would be required to obtain GST registration even though the above-stated conditions are not satisfied. Read this article to know if your business is required to get registered for GST . 

Primary and secondary business activity of the private limited company needs to be entered

On the next page fill out the nature of your business from the dropdown option in each field and then continue to the next page. 

Details of authorised signatory mentioned in spice + part B and also the details of other directors of the private llimited company needs to be entered. Two methods of verification are either PAN or DIN of the director if they have a DIN.

On the next page fill out the No. of directors that are a part of the company and enter any one director's details under Section "A)", Once you have entered all the details including passport size photograph and mobile no. . Click on the "Send OTP" and enter the OTP that you received on your phone and email that you have entered. 

The details of the other directors of the private company also need to be entered.

Under section "B)" you will have to enter the details of the other Directors. 

Select the police station under whose jurisdiction the company is being incorporated in 

Do companies need separate bank accounts?

Yes, a company is a separate legal entity. Its assets are maintained separately from those of its owners. This means that each company needs a separate bank account created in its name. 

Here the details of the authorised signatory of the company along with the required attachments also need to be entered. Address proof and identity proof of the director as well as the registered office needs to be entered.

Upload the same proof that was uploaded in the SPICE+ Part B form. These proofs should be uploaded only for the director whose details were given separately above under Section "A)".

For "Specimen signature", the Director mentioned under Section "A)" should sign on a piece of paper, scan and upload the same under this field. 

Step V - Filling SPICE+ AOA

What is "Articles of Association"?

The Articles of Association are the rules that govern the day-to-day functioning of the company. The Articles of Association of a company may be drafted from scratch or your company may adopt the standard format which is known as "Table F", see the below screenshots to know how to select this option. 

The articles of association of a private lmited company is governed in Table F notified ynder schedule 1 of the Companies Act, 2013. For a private limited company registration online select Table F. The details of first directors of the new private limited company needs to be entered in the Articles of Association (AOA)

The "Table F" format for Articles of Association can be used as is, only a few changes have to be made in order to tailor it to your company 

What changes should be made to Table F of  "Articles of Association"?

To alter any description in your AOA you would have to click on the "Check if altered" checkbox. As we are incorporating a Pvt. Limited company we will have to add the definition of a Pvt. Ltd company under the first box named "Interpretation". You will have point "a" and "b", add point "c" with the following description as also is shown in the image to the left. 

Description : (c) "Company" is a private limited company within the meaning of Section 2(68) of the Companies Act 2013 and means a company having minimum paid-up share capital as may be prescribed, and which by its articles

The next alteration should be made to the "Board of Directors" box, follow the same process as stated above, and enter the following description. 

Below the current text enter each directors name with their Pan number on a separate line.

Next enter the number of directors in the "Number of Subscriber" field and then click on the add button. You will then have to enter each director's details again. 

In the next field, you will have to enter the details of the Chartered Accountant, whose details you would have mentioned in the last page of SPICE+ Part B form. 

Step VI - Filling SPICE+ MOA

What is "Memorandum of Association"?

The Memorandum of Association defines the power and object of the company. It defines the purpose of incorporating a company and how the company is going to achieve this purpose. 

The Memorandum of Association prescribes the things that can or cannot be done by the company. The object clause of the private company needs to be in sync with the industrial activity code of the company as entered here -  https://www.registerkaro.in/industrial-activity-code

The "Table A" format for Memorandum of Association can be used as is, only a few changes have to be made in order to tailor it to your company.

How should the object clause in MOA be written ?

While filling the "Object Clause" under section 3.(a) [as shown in the image to the left] , a detailed description of the business of the company should be given . it should be written in such a way that anyone not part of the company should be able to understand what exactly do you do . 

Under section 3.(b) the activities that are required to conduct the business proposed as above should be written. Click on this link for examples of the above. Exclude the activities that are not required by your business. 

In the next section , we will have to enter the total amount of share capital, that was initial entered in the first page of SPICE+ Part B . 

Then enter each directors name and No. and amount of shares that each director is investing . This should match with the details entered under SPICE+ Part B .

In the next field, you will have to enter the details of the Chartered Accountant, whose details you would have mentioned in the last page of SPICE+ Part B form. 

Congrats, you have filled all your forms and now it has to be signed.

Step VI - Affixing digital signature to the forms 

How to download all forms from MCA portal

The Memorandum of Association defines the power and object of the company. It defines the purpose of incorporating a company and how the company is going to achieve this purpose. 

Now all the forms to incorporate a private limited company are completed. The forms are to be downloaded and a Digital Signature Certificate needs to be affixed. A DSC can be bought using this link - https://www.registerkaro.in/what-is-a-dsc-and-buy-a-dsc

Click on the download button for each form and save it on your computer. 

Once the forms are downloaded, the directors of the company will have to sign these documents. For this we will required a Digital signature certificate(DSC) for each director. 

How to sign MCA incorporation documents ?

If you do not have a DSC , you can buy one from this link @₹999 only.

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Get your Digital Signature now only at ₹ 1,499!

Step VII - Uploading the signed documents to MCA

Where to upload SPICE+ Form ?

You can upload your signed company incorporation document through this link or in the MCA website under MCA services tab, click on upload e-forms. 

Once all documents are signed, they need to be uploaded onto MCA to incorporate your private limited company. Once it is uploaded and all checks are cleared, you will be taken to the payment page, after which your form to register a business will be submitted.

Select the options as shown in the picture to the left. 

What order do we upload documents onto MCA portal ?

Document should be uploaded in this order - SPICE+ Part B > MOA > AOA > AGILE PRO > INC 9 

Once you click on the upload button you will have to pay the statutory fees and your documents will be uploaded for verificaton by MCA. 

After uploading each document click on "Add more linked forms" and then upload the next form. 

Find out your company registration statutory fees

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Description
Amount
TAN Fee
65
PAN Fee
110
MOA -MCA-Fee OPC & Small Company
25005000
Business Commencement
400
Reserve name fees
1000
INC-22 MCA Fee
600
Class III DSC 2 Nos
2000
AOA Stamp Duty
0
MOA Stamp Duty
1000
INC-Stamp duty
40

Within 7 days MCA would provide their Approval and your company is Incorporated !

 

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There was hesitation at first about registering my company online, but Alok(my business expert) handled all my queries on priority. Highly recommend them to all my fellow entrepreneurs

—  Ankit Jain