Private Limited Company Registration in Patna

A Private Limited Company (Pvt. Ltd. Co.) stands as a popular and legally distinct corporate entity in India, governed primarily by the Companies Act, 2013. This structure separates the company's liabilities from the personal assets of its directors and shareholders. Key features of a Private Limited Company incorporation are:

• Limited Liability: Shareholders' liability remains limited to the value of shares they hold, protecting their personal wealth from the company's debts.
• Perpetual Succession: The company's existence continues uninterrupted despite the death, retirement, or insolvency of any shareholder or director.
• Separate Legal Entity: The law treats the company as an individual, allowing it to own property, enter into contracts, and sue or be sued in its own name.
• Restrictions on Share Transfer: The company's Articles of Association (AOA) restrict the free transfer of shares to the public.
• Minimum Requirements: A minimum of two directors and two shareholders (who can be the same individuals) are mandatory for incorporation.

Registering a Private Limited Company in Patna establishes a robust legal foundation for any venture, offering credibility, limited liability, and scalability. The entire company registration process in Patna is now conducted online through the Ministry of Corporate Affairs (MCA), ensuring a fast, streamlined, and efficient experience for entrepreneurs.

The Private Limited Company structure remains the favored option for company registration in Patna due to its blend of flexibility and legal protection. This structure offers a compelling proposition for startups and growing enterprises in Bihar.

• Investor Appeal: Institutional investors, including Venture Capitalists (VCs) and Angel Investors, overwhelmingly prefer to invest in Private Limited Companies because the structure allows for easy issuance of equity and convertible instruments.
• Credibility: The stringent compliance requirements under the Companies Act, 2013, lend high credibility to the entity, improving its standing with banks, vendors, and government bodies in Patna.
• Scalability: The structure easily accommodates new directors, fresh capital infusion, and expansion, making it highly suitable for ambitious businesses capitalizing on Bihar's emerging market.

If you're uncertain whether a Private Limited Company suits your business, explore Why Choose a Private Limited Company to discover its many benefits and advantages.

Entrepreneurs secure several key advantages by choosing to register a Private Limited Company in Patna :

• Protection of Personal Assets: The principle of limited liability provides directors and shareholders with a crucial shield, ensuring that personal savings and property remain protected from business debts or financial distress.
• Access to Funding: A private limited company can issue shares to investors. This makes it easier to raise capital through equity financing, a key advantage for startups in Patna.
• Continuous Existence: The company's existence continues indefinitely, independent of its management changes. This fosters long-term stability and business continuity.
• Tax Benefits: The company gains access to various corporate tax deductions, allowances, and the corporate tax rate, which often provides advantages over individual taxation, especially as the business scales. Furthermore, registration allows the company to benefit from state-specific incentives provided under the Bihar Startup Policy (as discussed later).

The eligibility criteria for registering a Private Limited Company in Patna cover directors, shareholders, registered office address, and capital requirements.

• Directors:
  • A minimum of two directors is mandatory.
  • At least one of the directors must be a resident of India. A resident is defined as a person who has stayed in India for a total period of not less than 182 days during the previous calendar year.
  • Directors must be at least 18 years of age.
  • A Private Limited Company can have up to 15 directors. If the company needs more than 15 directors, a special resolution must be passed to increase the limit.
• Shareholders (Members):
  • A minimum of two shareholders is required.
  • A maximum of 200 shareholders is allowed.

It's important to note that directors and shareholders can be the same people. In most small private limited companies, the directors are also the shareholders.

• Registered Office Address:
  • Must have a registered office address in Patna where all official communications from the MCA will be sent.
  • This address can be a commercial property or even your residential address, provided you have the necessary documents (like a No Objection Certificate) from the property owner.
• Minimum Capital Requirement:
  • Previously, there was a requirement for minimum paid-up share capital. However, the Companies (Amendment) Act, 2015, has removed this.
  • This means you can start a company with any amount of capital, even as low as ₹10,000 or ₹1,00,000, which is a common practice. This amount was previously known as the Authorized Share Capital.

Fulfilling these basic criteria is the first step in your journey to completing the Private Limited Company Registration process in Patna.

The company registration process in Patna is now consolidated into a single, comprehensive electronic form, SPICe+ (Simplified Proforma for Incorporating Company Electronically Plus), making the entire procedure entirely digital. The process involves multiple mandatory steps:

Step 1: Obtaining DSC and DIN

The first step is to acquire a Digital Signature Certificate (DSC) for all the proposed directors and shareholders.

• DSC: A Digital Signature Certificate is the digital equivalent of a physical signature. It is required to sign the electronic forms submitted to the MCA. The DSC for all proposed directors and subscribers (shareholders) must be obtained from a government-certified agency. It is generally stored in a secure USB token or issued electronically and has a validity of 1 or 2 years.

  Following this, the Director Identification Number (DIN) for all directors must be obtained.

• DIN: Every individual who intends to be a director of a company must have a unique Director Identification Number. The DIN is now applied for directly through the SPICe+ form. If a proposed director already has a DIN, they can use the existing one.

Step 2: Choosing and Reserving a Unique Company Name

Your company's name is its identity. It's crucial to select a name that is unique and reflects your brand. The MCA has specific rules for name approval to avoid confusion and infringement.

• Check Name Availability: Before proceeding with the company registration in Patna, it is important to verify the availability of the proposed company name. The name must comply with the Companies (Incorporation) Rules, 2014, and should not be identical to or closely resemble any existing company, LLP, or registered trademark.

  RegisterKaro’s free company name search tool can also help you choose a suitable name.

• SPICe+ Part A Form: You can apply for name reservation through the SPICe+ Part A web form. You can submit up to two names for approval in one application. The Registrar of Companies (RoC) will check if the name adheres to the Companies (Incorporation) Rules, 2014.
• Reserve Unique Name Service: Alternatively, the RUN service can be used to apply for name reservation. It is recommended to keep at least 2–3 names ready in case the first choice is rejected.
• Approval: Once approved, the name is reserved for 20 days. You must file the complete incorporation application (SPICe+ Part B) within this period.

Step 3: Drafting the MOA and AOA

The MOA and AOA are foundational legal documents for the company.

• MOA: Memorandum of Association (MOA) outlines the company's main objectives and the scope of its business activities.
• AOA: Articles of Association (AOA) contain the internal rules and regulations for managing the company's day-to-day operations.

Carefully drafting both the MOA and AOA is crucial, as these documents establish the foundation and operational framework of the company. Once they are finalized, they must be submitted to the Ministry of Corporate Affairs (MCA) as part of the incorporation process.

To simplify this, the MCA provides standardized formats: e-MOA (INC-33) and e-AOA (INC-34), which can be digitally signed using the DSCs of the subscribers and professionals. However, if there are specific shareholding structures or unique clauses in the company's operation, a customized MOA and AOA may be necessary to cater to these needs.

Step 4: Filing the SPICe+ Form for Incorporation

This is the core of registering a Private Limited Company online in Patna. The SPICe+ form is an integrated web form that combines applications for several services into one.

The SPICe+ form is divided into two parts:

• Part A: For name reservation (as discussed in Step 2).
• Part B: For the actual incorporation, and includes applications for:
  • Director Identification Number (DIN)
  • PAN for the company
  • TAN registration for the company
  • GSTIN (Goods and Services Tax Identification Number) - optional
  • EPFO registration
  • ESIC registration
  • Professional Tax registration
  • Opening a bank account for the company

Along with the SPICe+ form, you will need to upload the e-MOA, e-AOA, and another linked form called AGILE-PRO-S, which covers the registrations for GSTIN, EPFO, ESIC, etc. All required documents (discussed in the next section) must be attached, and the forms must be digitally signed using the DSCs of the directors and a professional.

Step 5: Receiving the COI

After the Registrar of Companies (RoC) in Patna verifies the application and documents, it approves the incorporation. The RoC then issues the Certificate of Incorporation (COI), which serves as official proof of the company's formation. Along with the CoI, the company’s PAN and TAN are also allotted. The CoI comes with a unique Corporate Identity Number (CIN), which serves as the company's official identification.

If you're looking to expand, check out the services of Private Limited Company Registration in Bihar.

Gathering the correct and legally compliant documentation remains essential for a swift company registration process in Patna.

Documents for Indian Directors and Shareholders

Every Indian director and shareholder must provide the following documents required for company registration in Patna:

• Identity Proof: PAN Card (mandatory), Aadhaar Card, Voter's ID, or Driving License.
• Address Proof (Recent): Latest bank statement, electricity bill, telephone bill, or mobile bill (must not be older than two months).
• Photograph: Recent passport-sized photograph.
• Digital Signature Certificate (DSC).

Documents for Foreign Nationals

Foreign directors/shareholders must provide notarized and/or apostilled copies (if required by the relevant foreign jurisdiction) of:

• Identity Proof: Notarized or apostilled copy of a valid passport (mandatory).
• Address Proof (Recent): Driving license, bank statement, or utility bill (must not be older than two months).
• DSC: Required if the foreign national acts as a director.

Note: If any document is not in English, it must be accompanied by a certified translated copy. All documents must be notarized or apostilled in accordance with the Hague Convention to ensure legal validity in India.

Documents for the Registered Office in Patna

The company's registered office address in Patna must be verified with the following:

• Address Proof (Recent): Utility bill (Electricity/Gas/Telephone bill) for the premises (must not be older than two months).
• No Objection Certificate (NOC): A formal, signed letter from the property owner granting permission for the company to use the premises as its registered office.
• Proof of Ownership/Occupancy: Copy of the Sale Deed or the Rent/Lease Agreement for the premises.
• Rental Agreement (if applicable): If the office space is rented, a valid Rental Agreement must be submitted along with the owner’s NOC.

Checklist of All Documents

• Self-attested PAN, ID, and address proofs of all directors and shareholders.
• Passport-size photos of all directors and shareholders.
• Utility bill (not older than 2 months) for the registered office.
• NOC from the property owner.
• Rent agreement, if applicable.
• Signed Memorandum of Association (MOA) and Articles of Association (AOA).
• Director’s consent to act (Form DIR-2).
• Declaration from a professional (CA/CS/CMA) confirming compliance with the Companies Act.

Having all these documents ready ensures a smooth and quick Private Limited Company Registration in Patna.

The total private limited company registration cost varies depending on the authorized capital of the company and the professional services you engage. You must account for government fees, stamp duty, and professional service charges.

1. Government Fees and Stamp Duty for Patna

Name Reservation: To reserve your company name via the RUN service, the cost is ₹1,000.

Incorporation Fees (based on authorized share capital):

• Up to ₹1 lakh: ₹5,000
• ₹1 lakh to ₹5 lakh: ₹5,000 + 0.01% of the excess
• ₹5 lakh to ₹1 crore: ₹5,400 + 0.005% of the excess
• Above ₹1 crore: ₹10,150 + 0.001% of the excess

Stamp Duty: The duty on MOA and AOA ranges from ₹135 to ₹15,020, depending on the authorized capital up to ₹1 lakh.

PAN & TAN Fees: The combined application for PAN and TAN costs ₹443.

2. Professional Charges

Many entrepreneurs hire professionals to handle the paperwork and filings, which can simplify the process. The services typically include:

• Applying for DSC (Digital Signature Certificate) and DIN (Director Identification Number)
• Drafting the MOA (Memorandum of Association) and AOA (Articles of Association)
• Filing the SPICe+ form
• Coordinating with the RoC (Registrar of Companies) for follow-ups

Professional Assistance: Approximately ₹1,999 for Indian clients (higher fees may apply for foreign or NRI applicants).

Digital Signature Certificate (DSC): Around ₹2,500 per DSC for each director or subscriber.

3. Post-Registration Costs

After incorporation, additional costs may apply:

• Company seal and stationery: ₹500 – ₹1,500
• Bank account opening charges (as per bank policy)
• GST registration, if applicable

4. Are There Any Hidden Costs?

While there are generally no hidden charges, there are a few things to keep in mind:

• Higher Authorized Capital: Opting for a higher authorized share capital leads to higher government fees and stamp duty.
• Additional Forms or Resolutions: If your application has errors or the name gets rejected, small re-filing charges may apply.
• Post-Registration Professional Fees: You will need to pay for ongoing compliance services, like filing annual returns and financial statements, after registration.

Patna offers several compelling reasons for entrepreneurs to choose it as their corporate base.

• The Business Environment and Opportunities in Patna

Patna is rapidly emerging as a center for trade, services, and education technology (EdTech), leveraging its vast talent pool and strategic location. The city acts as a gateway to North-Eastern India, providing significant market access. As per recent NITI Aayog reports, Bihar actively focuses on improving its Ease of Doing Business ranking, translating into smoother processes for entrepreneurs. The lower operational costs compared to major metros also attract numerous first-time founders.

• Government Initiatives for Startups in Patna

The Bihar Startup Policy, 2022, provides substantial support for innovation and entrepreneurship, directly benefiting companies registering in Patna:

• • Seed Funding: Eligible startups may receive interest-free loans of up to ₹10 lakhs for ten years.
  • Exemptions: Startups may receive exemptions from certain state-level inspections and registrations for a period, reducing the compliance burden.
  • Incentives: The policy provides enhanced incentives for women, SC, ST, and differently-abled entrepreneurs.

Companies must incorporate as a Private Limited Company or LLP to qualify for most of these benefits.

• Local Address Requirements and Considerations for Your Registered Office in Patna

Every company must have a registered office physically located within the jurisdiction of the Registrar of Companies (ROC), Patna, which covers Bihar. The ROC's office is currently located in the Maurya Lok Complex, Dak Bungalow Road, Patna-800001. The address used for registration must be confirmed with an NOC from the owner and a recent utility bill. Entrepreneurs often use their residential address initially, as the law permits, before moving to a dedicated commercial space.

• Navigating State-Specific Regulations and Compliance

A company registered in Patna falls under the jurisdiction of the ROC, Patna, and must comply with both the central Companies Act and state-specific regulations. These include the laws related to Professional Tax in Bihar (which the state government mandates for certain professionals and businesses) and other local municipal licensing requirements.

Obtaining the Certificate of Incorporation marks the beginning of statutory compliance. The law mandates several immediate actions for a newly registered company in Patna:

• Opening a Company Bank Account

The company must open a current bank account in its corporate name. The Certificate of Incorporation, MOA, AOA, PAN, and Board Resolution for account opening are essential documents required by banks. This step formalizes the company's financial transactions. The AGILE-PRO-S form filed during incorporation facilitates this process with select banks.

• First Board Meeting Within 30 Days

The Companies Act, 2013, mandates that the company's Board of Directors must conduct its first meeting within 30 days of incorporation. Crucial decisions, such as finalizing the address of the registered office and the appointment of the first auditor, are formalized during this meeting.

• Appointment of the First Auditor

The Board of Directors must appoint the first statutory auditor of the company within 90 days of the date of incorporation, which the company must report to the ROC in Form ADT-1 within 15 days of the AGM.

• Issuance of Share Certificates

The company must issue physical or electronic share certificates to its subscribers (shareholders) within 60 days of its incorporation. This formalizes the ownership structure based on the MOA.

• Filing for Commencement of Business

The company cannot start its business operations or exercise borrowing powers until it files the Declaration of Commencement of Business in Form INC-20A with the ROC, Patna. This filing confirms that the subscription money has been received, and the company must file it within 180 days of incorporation.

• Annual Compliances to Keep in Mind

Private Limited Companies must adhere to mandatory annual compliance filings with the ROC, Patna:

• • Form AOC-4: Filing of Annual Financial Statements.
  • Form MGT-7A: Filing of Annual Return (for small companies).
  • AGM: The company must hold an Annual General Meeting (AGM).
  • Statutory Audit: Conducting an annual audit of the financial statements by a Chartered Accountant.