I] Private Limited Company – An understanding

-Private Company is defined U/s 2(68) of the Companies Act, 2013 (Act)

-Private Company means a company having a paid-up share capital and which, by its Articles of Association (Articles/AOA):

  • Restricts the right to transfer shares
  • Limits the number of members to two hundred (200), except in case of One Person Company.

In case, two or more persons hold one or more share in the company jointly, for the purpose of this clause they will be considered as a single member)

Example: If A and B hold two (2) shares jointly in XYZ Private Limited, both A and B will be considered as a single member in calculating the limit of 200 members in XYZ Private Limited.

  • For the purpose of computation of 200 members following shall not be included:
    • Persons who are in employment of the company

Example: A is into employment with XYZ Private Limited and becomes a member of the company while in employment. A shall not be considered as a member in calculating the limit of two hundred (200) members.

Persons who had been into employment of the company was a member of the company while in employment and has continued to be member after employment ceased.

Example: A was into employment with XYZ Private Limited previously but has ceased to be an employee of the company currently. A became a member of the company when he was into employment with the company and continues to be a member even after cessation of his employment. In this case, A shall not be considered as a member in calculating the limit of 200 members.

Prohibits / restricts any invitation to public to subscribe for any securities of the company.

II] Process for Incorporation of Private Company

The process to be followed for incorporation of a private company has been summarized below:

1. Login on MCA Portal http://www.mca.gov.in/ -> Click on MCA Services -> Click on Company Services -> Click on SPICE +.

2. SPICE + is divided into two parts i.e. Part A and Part B.

3. Part A deals with name reservation. User fills the details of type, class, category, sub-category, proposed name of the company and click on the “auto-check” tab. Auto check performs the first level automatic scrutiny of the proposed name against the name rules. Once Part A is completed user can click on “Submit the Application” for name reservation or continue filling up incorporation details in Part B.

4. Part B deals with up details like Registered Office, Correspondence details, subscriber and director details, capital related details, basic details for issuance of PAN and TAN etc. Once all requisite details are filled up, user is required to upload all mandatory attachments in web form and confirm on relevant declarations.

5. Once pre-scrutiny is successful click on “Submit” tab.

6. Post submission, user can download SPICE + Part B in PDF for affixing Digital Signature Certificate (DSC)

7. As a next step, AGILE Pro is to be filled as a linked eForm with SPICE+ for registration with GSTN, ESIC, EPFC, Professional Tax number, Bank account number.

8. Electronic Memorandum of Association (“MOA”) and Articles of Association (“AOA”) to be filed as a linked form to SPICE+.

9. INC-9 declaration shall be auto-populated basis data filled in Part B.

Please Note that once Part B is downloaded all the relevant linked forms get enabled and available for the user to fill up and submit.

10. After affixing DSCs in SPICE + Part B PDF and all other linked forms, user needs to click on upload forms option.

11. On successful upload of Forms, Unique Service Request Number (“SRN”) gets generated and displayed to the applicant.

12. Post system prompts for making payment. After successful payment, SRN gets routed to back office for processing.

Once all the documents are scrutinized and found in order, Registrar will enter the name of company in the Registrar of Companies and issue of Certificate of Incorporation. The date mentioned on the Certificate is the date of incorporation of company.

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