Incorporation of a Pvt. Ltd. Company

Private Limited Company is the widely accepted corporate form of Business Constitution in India. The Private Limited Companies in India are governed by Ministry of Corporate Affairs, Companies Act 2013, Companies Incorporation Rules 2014 and being managed by the Registrar of Companies. The Government has taken various initiatives to simplify the procedure for Incorporation of Private Limited Companies by introducing the SPICE Forms, commonly known as the Simplified Proforma for Incorporating of Company Electronically. The Form SPICE (INC-32) allows us to file the incorporation documents electronically online using www.mca.gov.in MCA 21 Portal. The Incorporation process of Pvt. Ltd. Company is more alike explained in brief as follows:


1. PREQUISITES

Private Limited Company requires minimum of 2 Directors. directors can be individual only i.e. the human being. thus, the artificial entity can't be a director in a pvt. ltd. company. Out of 2 Directors, one of the director must be a Resident Director. Resident Director means who stays in India for not less than 182 days. Along with the minimum 2 directors, minimum of 2 shareholders are also required. Here, the shareholding can be held by the Artificial Entities.


2. OBTAIN DSC (DIGITAL SIGNATURE CERTIFICATE)

The Individuals who intends to become the Director in the Private Limited Company, needs to obtain the DSC of not less than Class 2 Security. Digital Signature Certificate can be obtained by applying to certified CCA either offline or online after due completing the Mobile & Video Verification. This process is quite simple and the cost is around Rs. 800/- for 2 years of validity. DSC is loaded in USB Cryptographic token and allows the different validity period of 1, 2 or 3 years. 3. OBTAIN DIN (DIN ALLOTMENT NUMBER) DIN is the unique number allotted by the Ministry of Corporate Affairs to the individual. The DIN (Director Identification Number) is used to identify the individuals who can be appointed in multiple companies. This helps to govern among the Directorship by Various Individuals by the Ministry of Corporate Affairs.


The DIN can be obtained by filing Form DIR-3 with the attachments of Passport Sized Photograph, Self Attested copy of the PAN & ID Proof of the Applicant. The Normal Fees for Filing of DIR-3 is Rs. 500/- per DIN.


4. FILE FORM RUN (RESERVE UNIQUE NAME)

RUN is the simplified and easiest way to Reserve Unique Name proposed for the Incorporation of the private limited company. RUN allows to file the 2 Names in Priority Order for examination and approval. The Fees for filing RUN is Rs. 1000/-. In case the RUN is marked for Re-submission, the user is allowed to resubmit the RUN at once only. If approved, the Name Approval Letter is issued, else the Rejection Order is passed. The Name Approved is valid for 20 days only, i.e. the Incorporation must be made within the validity period of RUN, else the SPICE will not be allowed by the system to file due to its nature of Pre-filled Fields of Company Name. The RUN has replaced the earlier Form INC-1 which is used to file Name Approval.


5. FILE FORM SPICE (INC-32)

As discussed aforesaid, the SPICE i.e. Form INC-32 is used to file the Incorporation of Company electronically with prescribed details as required by the Ministry of Corporate Affairs. The fields of information is already explained in detail in the SPICE Form. The Form requires certain attachments as follows:


a) Form INC-9 of all Subscribers

b) Form INC-10 of all Subscribers c) Proof of Place of Business (Rent Deed, NOC, Registry, Conveyance Deed, etc)

d) Utility Bill of the Registered Office.

e) NOC from the Owner to carry out Commercial Activities by the Company.

f) Form DIR-2 (Consent to Act as a Director) Further, at the time of Uploading the Form, the SPICE is required to upload as a Linked Form with Form INC-33 (e-MOA SPICE) and Form INC-34 (e-AOA SPICE).


After uploading the Form, the SRN will be generated which is commonly known as Service Request Number. For each transaction at MCA 21 Portal, the SRN is generated. If the SPICE SRN is approved, the company is set to be incorporated. In case of any objection, user can resubmit the form with rectifications. After the form is uploaded, the user is also required to pay the MCA Fees, PAN Fees, TAN Fees and the Stamp Duty as well.


6. CERTIFICATE OF COMMENCEMENT (FORM INC-20A)

Recently, the Companies Act 2013 has been amended to re-introduce the Provisions of Obtaining the Certificate of Commencement. For this, the user is required to File Form INC-20A which specifically requires the user to report the Bank Details of the Company and also the credits to the Company's Bank Account subscribing the Share Capital as subscribed in the Memorandum of Association of the Company.


ABOUT AUTHOR

CA. Rahul Gupta, is a practicing Chartered Accountant in Jalandhar City, Punjab and can be reached at (M) 0 9041471715 or rahul@cagupta.in


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