Requirements for Private Limited Company Registration in India

Private Limited Company Registration Requirements

What a Private Limited Company Must Have

To register, you need at least two directors and two shareholders, at least one director resident in India, a registered office address in India with valid proof, a name that clears MCA and trademark conflicts, and digital signatures for every director and subscriber. There is no minimum paid-up capital. After registration, the company must maintain an auditor, file annual returns and keep statutory records, and these are requirements too.

This article covers what the company must have. For who qualifies as a director or shareholder, see our article on registration eligibility.

Requirement 1: People

Directors must be individuals. Shareholders can be individuals or bodies corporate. The same two people can fill both roles.

Requirement 2: A name that will clear

The proposed name must not be identical to, or too closely resemble, an existing company, LLP or registered trademark. It must not be undesirable under the naming rules, and it must end with “Private Limited”.

Check both the MCA company name search and the trademark register before applying. Names that describe a regulated activity, or that suggest government patronage, require approvals and will otherwise be refused.

Requirement 3: A registered office in India

Every company must have a registered office address in India where communications can be received. You need:

• The latest utility bill for the premises, generally not older than two months

• The rent agreement or lease deed, if rented

• A No Objection Certificate from the owner

• Ownership proof, if the premises belong to a director

A residential address is acceptable. The address on the utility bill must match the address entered in the form exactly.

Requirement 4: Capital

There is no minimum paid-up capital requirement for a private limited company. You decide the authorised capital and the subscribed capital, and the subscribers pay for their shares after incorporation.

Keep authorised capital modest at the start. It directly increases stamp duty, and above Rs 15 lakh it also triggers an MCA filing fee, without giving you any benefit until shares are issued.

Requirement 5: Digital signatures and DIN

Every director and every subscriber to the memorandum signs the filing electronically, so each needs a Class 3 Digital Signature Certificate. Directors who do not already hold a Director Identification Number are allotted one through the incorporation form, so a separate DIN application is not needed for a new company.

Requirement 6: Objects and constitutional documents

The company’s business activities are set out in the Memorandum of Association, filed electronically as INC-33, and its internal rules in the Articles of Association, filed as INC-34. Draft the objects to cover what you actually intend to do, including the near-term extensions, because amending them later is a separate filing.

Requirements that begin after registration

Registration creates obligations that continue for the life of the company:

• Appoint the first statutory auditor within 30 days of incorporation, and file ADT-1 within 15 days of that appointment

• Issue share certificates to the subscribers within two months

• File INC-20A, the declaration of commencement of business, within 180 days of incorporation after the subscription money is received

• Get the accounts audited every year, regardless of turnover

• File AOC-4 and the annual return in MGT-7 or MGT-7A, complete director KYC, and file the company income tax return

• Maintain statutory registers and hold board meetings as prescribed

A company that does not trade is still subject to all of this.

How Northrop LLP helps

Northrop LLP checks every requirement before filing, prepares the MOA and AOA around your actual business, and sets out the first-year compliance calendar at the time of incorporation so nothing in the list above is missed.

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