Private Limited Company Registration in Noida

A Private Limited Company is one of the most popular ways to start a business in India. It is registered under the Companies Act, 2013. It is widely preferred by small businesses and startups as it offers them safety and recognition.

Unlike Sole Proprietorships or Partnerships, a Private Limited Company is treated as a separate legal identity. It is responsible for its profits, losses, and debts, ensuring that the personal assets of the owners remain safe. In this business structure, ownership can be transferred through shares without disrupting operations, ensuring smoother operation of businesses.

Some features of a Private Limited Company are:

• Limited Liability Protection: The personal property of owners (savings, cars, house) is safe. They are only responsible for the money they invest in the company. This is crucial in industries such as real estate, IT, manufacturing, and e-commerce.
• Director Requirement: A minimum of 2 directors is required. At least one director should be a resident of India.
• Share Transfer Restrictions: Shares cannot be freely sold in the open market. Any transfer of shares requires approval from the company.
• Membership Limit: This company structure must have at least two members and can have up to 200 members.

Noida, situated close to Delhi and spread across 1400 sq km, has emerged as one of the top business destinations in India. As part of the National Capital Region (NCR), the city offers entrepreneurs access to a large customer base, skilled talent, and excellent connectivity.

Seamless connectivity through the Delhi Metro’s Blue Line, expressways like Noida-Greater Noida Expressway, and upcoming mega projects such as Noida Film City make it a top choice for setting up a Private Limited Company.

The city also hosts offices of large tech giants like TCS, Accenture, Google, and Sapient, as well as startups like Paytm and Red Hat. In fact, Noida is considered one of India’s fastest-growing IT and startup hubs.

The city’s growth story is reflected in its investment figures. Between 2016 and 2021, Noida attracted an investment of Rs. 64,000 crore while creating around 4,50,000 jobs. The momentum has only grown stronger, with recent announcements by the Uttar Pradesh government focusing on artificial intelligence, robotics, and other emerging technologies.

Here are some key benefits of registering a Private Limited Company in Noida:

• Investor Confidence

Private Limited Companies in Noida gain trust from investors due to their clear governance and transparency. This makes it easier to raise funds from venture capitalists, angel investors, and banks.

• Scalability and Expansion

This company structure facilitates easy onboarding of new shareholders (up to 200 members). This makes it beneficial for startups and SMEs planning to expand operations within NCR, across India, or even globally.

• Employment Generation and Credibility

Registering as a Private Limited Company increases credibility with suppliers, banks, and government bodies. This makes it easier to sign contracts and hire talent.

• Tax Planning Benefits

Businesses, especially startups, in Noida can benefit from tax exemptions, rebates, and government incentives. This reduces the overall tax burden and allows more reinvestment in growth.

Entrepreneurs must comply with local requirements under the state’s business ecosystem and the Ministry of Corporate Affairs (MCA) guidelines to register a Company in Noida. Some key requirements include:

1. Registered Office in Noida: Provide a local address (residential or commercial) within Noida. The address will serve as the company’s registered office for receiving all official correspondence.
2. Directors and Shareholders: At least two directors and shareholders are required. The same individuals can act as both. At least one director must be a resident of India, having lived in India for at least 182 days in the previous year.
3. Compliance with State Regulations: Businesses in Noida may need to comply with state-specific registrations like Trade License from local municipal authorities, state GST, and Shop and Establishment Registration, etc.
4. Memorandum of Association (MoA) & Articles of Association (AoA): Prepare and submit MoA and AoA to define the company’s objectives, scope of activities, and internal governance structure. The e-MoA (INC-33) and e-AoA (INC-34) are filed online through the SPICe+ form on the MCA portal.
5. Director Identification Number (DIN): Ensure that every director obtains a DIN issued by the MCA to be eligible for appointment. Under the SPICe+ process, DIN is automatically allotted at the time of incorporation. You don’t need a separate application unless the person is not already a director in any company.
6. Digital Signature Certificate (DSC): A DSC is required for all shareholders and directors to sign electronic documents during the online registration process on the MCA portal.
7. PAN and TAN Application: Obtain a PAN and TAN card for taxation and compliance purposes after your company is incorporated.
8. Age Requirement: Directors must be 18 years of age or above at the time of incorporation.
9. Unique Company Name: The proposed company name should be unique and approved by the MCA.
10. Authorized Capital Declaration: The company must declare the authorized capital in its incorporation documents filed during registration.
11. KYC-Compliant Proofs of Directors and Shareholders: Every director and shareholder must provide valid identity and address proof (PAN card, Aadhar card, Passport, Driving License, etc.) to complete MCA KYC compliance.

The process of registering a private limited company in Noida is completely online. It is governed by the Registrar of Companies (RoC), Uttar Pradesh, under the MCA. Here’s a step-by-step process to register a private limited company in Noida:

Step 1: Obtain a DSC and a DIN

• Obtain a Digital Signature Certificate (DSC) for directors and subscribers to sign electronic documents on the MCA portal. You can apply for a DSC from government-approved certifying authorities.
• Get a Director Identification Number (DIN) by filing the SPICe+ form during the incorporation process. A DIN is mandatory for all directors of the company.

Step 2: Reserve a Unique Company Name

• Choose a unique company name. It should not resemble any existing registered company or trademark.
• You can use the Reserve Unique Name (RUN) service or fill out the SPICe+ (Part A) form on the MCA portal to apply for name reservation.
• Keep at least 2–3 names in case the first option is rejected.

You can choose the perfect name for your company using our name check tool.

Step 3: Draft the MoA and AoA

The Memorandum of Association (MoA) defines a company’s objectives and scope of operations. Moreover, the Articles of Association (AoA) outline the rules and regulations governing the company’s internal management.

• Carefully draft both the MoA and AoA.
• File them with the MCA during the incorporation process.

These documents establish the foundation of the company’s legal structure.

Step 4: File the SPICe+ Form for Incorporation

A SPICe+ form is a single integrated form that simplifies the incorporation process. It includes applications for PAN, TAN, EPFO, ESIC, Professional Tax (if applicable), and bank account opening.

• Fill the SPICe+ form via the MCA portal (mca.gov.in/) to apply for DIN, PAN, TAN, and certificates, including incorporation.
• Provide details like shareholder and director details, registered office address in Noida, and share capital.
• Attach supporting documents such as address proof, identity proof, and NOC from the property owner (if rented).

Step 5: Receive the Certificate of Incorporation

• Upon approval by the Registrar of Companies (RoC), Uttar Pradesh, your company is incorporated.
• Download the digitally issued Certificate of Incorporation (CoI). The CoI comes with a unique Corporate Identity Number (CIN).
• Receive the company’s PAN and TAN to serve as legal proof of its existence in Noida.

Submit certain documents to the Registrar of Companies (RoC) to successfully register a private limited company in Noida. These documents vary for foreign nationals, Indian citizens, and the company’s registered office.

For Indian Directors and Shareholders

• Self-attested copy of Aadhaar Card, Voter ID, Driving License, or Passport as identity proof.
• Self-attested copy of PAN Card.
• Latest utility bill (electricity, water, gas, or telephone bill) or bank statement (not older than 2 months) as address proof.
• Digital Signature Certificate (DSC) of directors.
• Passport-size photograph of each director and shareholder.

For Foreign Nationals

• Residential address proof such as a bank statement, utility bill, or driving license (not older than 2 months).
• Notarized and apostilled copy of Passport (mandatory).
• Passport-size photograph.
• Digital Signature Certificate (DSC) for foreign directors, which must be obtained in India.
• Notarized and translated documents in English.

For the Registered Office in Noida

• Ownership documents or rent agreement along with No Objection Certificate (NOC).
• Copy of the latest electricity bill, water bill, or property tax receipt as proof of office address.

A Simple Checklist of All the Documents You Will Need

• Address proof (utility bill, bank statement, or government ID)
• PAN Card of all Indian directors and shareholders
• Passport (for foreign nationals)
• Digital Signature Certificate (DSC)
• Passport-sized photographs

Both professional service fees and government charges are required for registering a private company in Noida. The exact cost of registering a private company in Noida depends on several factors, like authorized share capital, the number of directors, and additional compliances.

Breakdown of Government Fees and Stamp Duty in Noida

Note: Stamp duty varies by state and capital. It starts from Rs. 135 to Rs. 15,020 for capital up to Rs. 1 lakh.

Are There Any Hidden Costs to Be Aware Of?

Although most costs are transparent, additional fees may arise from:

• Notarization of documents
• Resubmission in case of errors in documentation
• Higher stamp duty if the authorized share capital is increased
• State-specific registrations (GST, trade license, etc.)

Various post-incorporation compliances must be completed once your private limited company is incorporated to ensure smooth functioning and avoid penalties. Mandated under the Companies Act, 2013, some requirements apply to all companies incorporated in Noida, including:

• Opening a Company Bank Account

Open a current account in the company’s name in Noida or a nearby NCR-based bank. This is essential for handling financial transactions, including day-to-day business operations and share capital deposits.

• First Board Meeting Within 30 Days

Conduct the company’s first board meeting within 30 days of incorporation. Discuss important matters like the appointment of the first auditor, the issuance of share certificates, and the adoption of official company registers.

• Appointment of the First Auditor

Appoint the first auditor within 30 days of incorporation as per Section 139 of the Companies Act.

• Issuance of Share Certificates

Issue share certificates to all shareholders within 60 days of incorporation. Do this only after receiving the share capital subscription in the company’s bank account.

• Filing for Commencement of Business (Form INC-20A)

File a declaration in Form INC-20A with the Registrar of Companies (Delhi) within 180 days of incorporation. This is essential to commence your operations.

Annual Compliance to Keep in Mind

Post incorporation, a Private Limited Company in Noida must follow certain annual compliances as per the Companies Act, 2013.

• File Annual Return (Form MGT-7) with the Registrar of Companies, Delhi. This return contains details of shareholders, directors, and key changes in the company during the financial year.
• File your balance sheet, profit and loss account, and other financial documents through Financial Statements (Form AOC-4). This ensures financial transparency and compliance.
• Hold board meetings at least four times a year (for larger companies) or twice a year (for smaller ones).
• Maintain statutory registers at their registered office in Noida. These include the Register of Members, Register of Directors, Register of Charges, and other records as prescribed by law.