Private Limited Company Registration in Gurgaon

What is a Private Limited Company?

A private limited company (Pvt Ltd) is a type of business entity recognized under the Companies Act, 2013. It limits the liability of its shareholders to the amount unpaid on their shares, ensuring that personal assets are protected in case of business debts. A private limited company can have a minimum of two and a maximum of 200 shareholders.

Key Features of a Private Limited Company

1. Limited Liability: Shareholders are not personally liable for the company’s debts beyond their investment.
2. Separate Legal Entity: The company is considered a separate legal entity, distinct from its owners.
3. Restricted Share Transfer: Shares cannot be transferred freely, ensuring control remains with existing shareholders.
4. Minimum Regulatory Requirements: Compared to public companies, private limited companies face fewer compliance requirements.

Why Register a Private Limited Company?

1. Limited Liability Protection

One of the primary reasons for choosing a private limited company structure is the limited liability protection it offers. Shareholders' personal assets are safeguarded, reducing the risk associated with business operations.

2. Attracting Investment

Private limited companies can raise funds more easily compared to sole proprietorships or partnerships. Investors often prefer investing in private limited companies for their structured governance and liability protection.

3. Credibility and Professionalism

A registered private limited company is often perceived as more credible and professional by clients, suppliers, and partners. This enhances trust and facilitates better business relationships.

4. Perpetual Succession

The existence of a private limited company is not affected by changes in ownership or management. This ensures continuity and stability in operations.

5. Tax Benefits

Private limited companies may benefit from various tax deductions and incentives, making them a more tax-efficient structure compared to other business forms.

Documents Required for Private Limited Company Registration

For company registrations, documents requirements are simple and handy. You must have the following documents under MCA:

# Documents Of The Company's Director

1. Photo 2. PAN 3. Aadhar 4. Address Proof* 5. Proof of Identity**

# Proof Of The Company's Registered Office Address

1. Latest electricity OR any other utility bill in the name of the owner 2. Rent agreement b/w owner & company promoter OR 3. NOC from Owner (if owner is the company's promoter) *For Address Proof: Bank Statement, Electricity Bill, Telephone Bill, Mobile Bill. (Anyone, not older than 2 months). **For Proof of Identity: Driving License, Voter ID card, Passport (Anyone).

The Registration Process: Step-by-Step Guide

Registering a private limited company in Gurgaon involves several steps. Here’s a detailed guide to the registration process:

Step 1: Acquire Digital Signature Certificate (DSC)

To begin the incorporation journey, obtaining a Class 3 Digital Signature Certificate is a mandatory requirement for all individuals proposed to act as directors or shareholders. This certificate is used to electronically sign incorporation forms and other filings submitted to the Ministry of Corporate Affairs (MCA). It can be procured through MCA-authorized certifying authorities.

Step 2: Apply for Director Identification Number (DIN)

Every person intending to become a director in an Indian company must possess a Director Identification Number (DIN). When incorporating a new company, DINs for up to three directors can be requested directly within the SPICe+ (INC-32) form. Those who already hold a DIN can use the same in the registration application.

Step 3: Reserve a Unique Company Name

Selection of a company name is a crucial step and must be compliant with the naming guidelines under the Companies (Incorporation) Rules, 2014. The proposed name must be neither identical nor too similar to existing names. Name reservation is done through Part A of the SPICe+ web form, and the government fee for filing is ₹1,000 per application.

Step 4: Draft the Charter Documents – MOA & AOA

The Memorandum of Association (MOA) and Articles of Association (AOA) are foundational documents defining the company’s scope and internal governance. For most cases, these are filed electronically through e-MOA (INC-33) and e-AOA (INC-34). If any subscriber is based outside India or if there are more than seven subscribers, physical execution may be required.

Step 5: File SPICe+ Form for Incorporation

The SPICe+ (Simplified Proforma for Incorporating a Company Electronically Plus) form is the comprehensive application for registration. It integrates various services such as:

• Company incorporation
• DIN allotment
• PAN and TAN issuance
• GSTIN, EPFO, and ESIC registrations
• Professional Tax registration (in applicable states)
• Opening of a business bank account

Supporting documents typically include:

• Identity and address proof of directors and subscribers
• Proof of registered office (rent agreement/NOC + utility bill)
• Form DIR-2 (consent from directors)
• Form INC-9 (declaration by subscribers and directors)
• INC-8 declaration by a professional (if applicable)

Step 6: Issuance of Certificate of Incorporation (COI)

Upon successful processing and approval by the Registrar of Companies (RoC), a Certificate of Incorporation (Form INC-11) is issued digitally. This certificate confirms the legal existence of the company and includes the Corporate Identification Number (CIN). The date mentioned on the certificate is the official date of incorporation.

Step 7: PAN & TAN Allotment

As part of the SPICe+ integration, Permanent Account Number (PAN) and Tax Deduction and Collection Account Number (TAN) are automatically generated and issued by the Income Tax Department. These documents are digitally delivered, and physical copies are dispatched to the registered office address.

Step 8: Open a Current Bank Account

Once the company receives the Certificate of Incorporation along with PAN and TAN, it must open a current account with a scheduled bank in the company’s name. Documents typically required by banks include:

• COI
• PAN
• MOA and AOA
• Board resolution authorizing account opening

Step 9: Comply with Post-Incorporation Requirements

After incorporation, several legal and regulatory requirements must be followed under the Companies Act, 2013:

• Appoint a statutory auditor within 30 days (via Board Resolution)
• File annual returns (Form MGT-7) and financial statements (Form AOC-4)
• Conduct Board Meetings as per Section 173 and maintain statutory registers
• File commencement of business declaration in Form INC-20A (if applicable to a company having share capital)

Compliance and Regulatory Requirements

After registering your private limited company, it is essential to adhere to various compliance and regulatory requirements to maintain your legal status.

Key Compliance Requirements

1. Annual Filings: Companies must file annual returns and financial statements with the RoC.
2. Tax Compliance: Ensure timely payment of taxes, including income tax and Goods and Services Tax (GST) if applicable.
3. Maintain Statutory Registers: Keep statutory registers updated, including the register of members and directors.
4. Conduct Board Meetings: Hold regular board meetings and maintain minutes of the meetings as per the Companies Act.