The Private Limited Company (PLC) is a separate legal entity held by a group of people. It is registered with the Ministry of Corporate Affairs (MCA) in India. Benefits of registering the company include independent existence, ease in raising the funds for company growth and limited liability of owners. Keeping the above in mind, new-edge entrepreneurs prefer PLC structure. Normally it takes around 10-12 working days to register a pvt ltd company. Let’s dig into it in detail
Types of PLC
PLC registration in India has 3 major types:
Company Limited by shares: When shareholders are liable to pay only their share of capital in the company is known as a company limited by shares. It is suitable for all types of businesses such as manufacturing, trading, service providers, and hence it is the most preferred type of PLC.
Company Limited by Guarantee: When the members are not liable for any amount higher than the amount undertaken as the guarantee is the company limited by guarantee. Further, the members are only called at the time of winding up of the company. It is suitable for clubs, trade associations, and societies that require very minimal capital.
Unlimited Company: The members have unlimited liability, hence, they are liable for the debts that occur during the insolvency and winding up of the company. It is suitable for businesses that do not want limitation on minimum capital required and wants to carry out business easily.
Minimum Requirements for PLC Registration
Here are the 4 basic requirements to keep in mind:
- Minimum 2 directors: As per the Companies Act, 2013, one director must be an Indian resident who has continuously stayed in India at least for 12 months (as recently amended). Another one can be a foreign or Indian resident.
- Minimum 2 shareholders: Shareholders can be a person or corporate entity. In the case of a corporate entity, a person is authorized to represent the company as a shareholder.
- Registered office address in India: The Registered Office (RO) of the company must be in India. And, the company can choose a commercial or residential property as their RO Address.
- Unique business name: Entrepreneurs are very particular about the name of their company. It is very important to reserve a unique name for you company. The name should also have a suffix that talks about the business of the company for example- Mother Dairy Fruit & Vegetable Pvt Ltd. The name itself determines that the company deals with dairy products, fruits and vegetables.
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Registration Process of the company
Under the Companies Act, 2013, the Ministry of Corporate Affairs (MCA) governs the registration of PLC. It is concerned with the proper functioning of rules and regulations as per the law. MCA Registration forms fees depend upon two factors i.e, Stamp Duty and Normal Form filing fees. Since Stamp Duty differs according to authorized capital and state in which the company is incorporated, the minimum form fees of PLC registration start from INR 2000. We at LegalWiz.in help entrepreneurs to set up PLC in 4 Steps:
Step 1: Applying for Digital Signature Certificate (DSC)
The first step is to acquire Digital Signature Certificate to submit the electronic documents securely. The requisites include the directors and shareholders’ names, address proof, copies of pan card, identity proof, and passport size photographs. DSC acquires from Controller of Certification Agencies (CCA). The minimum validity is for 1 year. However, one can extend the validity for 2 years.
Step 2: Applying for Name Reservation (SPICe+Part A)
Form SPICe+Part A reserves the unique name of the new company. Before filing the form, one needs to check on the MCA portal for name availability. This form includes information such as types of company, object and the main division of industrial activity. Using this form, one can submit names for the prospective companies.
It takes a minimum of 2-3 business days to get the approval of SPICe+Part A by MCA. In case of an issue with proposed names, one gets another chance for the new name submission. After approval of SPICe+Part A, SPICe+Part B will be available for filing.
Step3: Filing Details for the Proposed Company (SPICe+Part B)
After the approval of the name, the SPICe+ form Part B will be available to file. You have to fill the following information:
- Capital details
- Registered office address
- Subscribers and Directors details
- Selection of state or union territory for Stamp duty calculation
- Apply for PAN (Permanent Account Number) and TAN (Tax Account Number)
- Attachment of necessary documents in a legible format
- Declaration and certificate by practising professionals like CA, CS, or CMA.
Step 4: Drafting and Filing of Incorporation Form
- SPICe+MOA (Memorandum of Association): It outlines a few important clauses for a company such as company name, registered office address, the main objective of the company, liability of the member, share capital and declaration by subscribers. The document needs to be verified and signed before a professional. Due to digitization, the subscribers and professionals are supposed to affix DSC to submit with MCA for approval.
- SPICe+AOA (Articles of Association): It specifies the legal name of the company, official address, equity capital, organization activities, financial and managerial actions, and shareholder’s meeting. It is a subsidiary document for MOA. It defines the roles, duties, and powers of the management to grow the organization. Same as MOA, members and practising professionals will have to affix their DSC before submitting it to MCA for approval.
- Agile Pro: This form specifies GST registration number, credentials for EPFO (Employees Provident Fund Organization) and ESIC (Employee State Insurance Corporation). The form also includes a list of banks to select for opening a current account along with Shop and establishment registration, if applicable. After filing the above forms, auto-generated Form INC-9 needs to be filed. It’s a declaration of subscribers and directors.
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Business Package starting from INR. 7,999
- All expenses & Government fee
- 2 Director Identification Numbers (DIN)
- 2 Class III Digital Signatures
- MOA and AOA Drafting
- Name approval with SPICe+
- PAN and TAN Number with Certificate of Incorporation
- The additional cost of INR. 2,000/- per class III DSC in case of more than 2 applicants
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- All inclusions of the Business Package
- GST Registration
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- Employment Offer Letter, Contract & Employment Appointment Letter
- Website and Disclaimer Policy
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- All inclusions of the Business Package
- Accounting for up to 250 entries in the entire FY
- Annual compliance filing with MCA for a year
- ADT-1 filing for the first year
- ITR filing for the first year
- GST Return filing for 12 months (Upto 100 invoices per month)
- DIR-3 KYC for 2 DIN holders
Here is the list of documents for directors/shareholders to register a company in India:
For Indian Nationals
- Self-Attested PAN card copy of all the Directors and members
- Passport size photograph
- Copy of Aadhar Card
- Self- Attested Proof of Identity of Directors and members (Voter ID/Passport/Driving License)
- Self – Attested Address proof which should be in the name of the Director or shareholder (Mobile Bill/Telephone Bill/Electricity Bill/Latest Bank Account Statement showing name & address along with the last page of transaction with recent activities)
For Foreign Nationals
In the case of a foreign director/shareholder, all the documents should be notarized and apostilled.
- Passport size photograph
- Foreign national subscribers need to provide a passport as nationality proof
- Address proof including, Driving License/Bank Statement/utility bill not older than 2 months
Documents for Registered Office
- Business address proof (Electricity Bill/Telephone Bill/Water Bill/Gas Bill) should not be older than 2 months
- Copy of Rent Agreement (in case of rented property)
- No objection Certificate from the owner of the Property
Advantages of Registering PLC
Some of the benefits of opening a PLC in India:
- Easy Fund Raising: The company registration process is credible that makes fundraising or borrowing from external sources easy. It itself offers ways to raise funds by private equity, ESOP (Employee stock ownership plan) etc.
- Separate Legal existence: After the company registration, owners and managers have a separate identity. The company opens a bank account with its own name to carry the transactions, own assets and enter into a contract with parties. In the case of the defaulter, the company can sue the rights of their parties.
- Owner’s Limited Liability: In case of financial distress, the owner of the company is not responsible to bear any loss. Their liability is limited to capital subscribed and paid by them.
- Management and Ownership Separation: Management and ownership have separate entities. Hence, managers are responsible to focus on their potential work. The shareholders are responsible to operate and run the company without losing voting control.
Post Registration Compliances
After the incorporation of the company, compliances are one of the areas that must be taken care of so that entrepreneurs can focus on core activities. It helps organizations to make a proper system that defines the roles and duties of directors and shareholders, and hence is very important. Therefore, for any company, keeping post-registration compliances up-to-date is of vital importance.
In conclusion, registering a Private Limited Company (PLC) in India offers entrepreneurs a gateway to many amazing benefits. Such as, independent existence, fund-raising opportunities, and limited liability. Once registered, a PLC enjoys the benefits of separate legal existence, easy fund-raising, and protection for owners. Seeking professional guidance can help entrepreneurs stay on top of these obligations and focus on their core activities. Get ready to embark on a journey of growth and success with a registered PLC in India.