The cost of registering a private limited company in India can vary depending on various factors, including the number of directors, the number of members, authorized share capital, and professional fees. In this blog, we will explore the cost components involved in registering a private limited company in India and provide a comprehensive overview of the process.

Introduction for private limited company Registration in India

Starting a new business in India often involves the registration of a private limited company, a popular choice among entrepreneurs. A private limited company is a legal entity with limited liability for its shareholders. The liability of the members (shareholders) of a private limited company is limited to the extent of their shareholding, which means their personal assets are protected in case of company debts. Additionally, shares of a private limited company cannot be publicly traded.

Factors Affecting Registration Costs

The cost of registering a private limited company in India is influenced by several factors. These factors include:

1. Authorized Share Capital: The authorized share capital is the maximum value of shares that a company can issue. The registration cost often depends on the authorized share capital, with higher capital requirements incurring higher fees.

2. Number of Directors: A private limited company must have a minimum of two directors. The cost may vary based on the number of directors involved in the registration process.

3. Number of Members: Private limited companies require a minimum of two shareholders. The registration cost can increase if there are more shareholders.

4. Stamp Duty: Stamp duty charges vary from state to state in India and depend on the location of the company’s registered office.

5. Professional Fees: Professional fees are charged by Chartered Accountants (CAs), Company Secretaries (CSs), or lawyers for their services in assisting with the registration process. The complexity of the task can influence professional fees.

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Cost Breakdown of Private Limited Company Registration

Let’s break down the various costs associated with registering a private limited company in India:

1. Digital Signature Certificate (DSC) Cost: To initiate the registration process, you need to obtain a DSC. DSCs are typically valid for 1 or 2 years and can be acquired for a cost ranging from INR 1,500 to INR 2,000 for a 2-year validity period.

2. Director Identification Number (DIN) Cost: DIN is a unique identification number for directors. The DIN application involves several components, including DIN application fees (INR 500 per DIN), stamp paper for affidavits, notary charges, and professional fees charged by CAs for certifying the application.

3. Name Approval Fee: Before registering your company, you must reserve a name for it. The name approval process costs approximately INR 1,000 per application.

4. Government Fees for Registration Forms: The government charges fees for filing various registration forms, including INC 7 (INR 300), MOA (INR 2,000), AOA (INR 300), Form INC 22 (INR 300), and Form DIR 12 (INR 300). The total government cost for company registration is around INR 3,200. However, this is just an estimated cost, the real cost may vary.

5. Stamp Duty Charges: Stamp duty charges for MOA, AOA, and Form INC 7 vary by state and can cost approximately INR 700 on average.

6. Government Fee for Company Registration: The government fee for company registration depends on the authorized capital and varies based on the following categories:

  • Under Rs. 10,00,000: INR 5,000 INR 5,000 (plus extra costs for each Rs. 10,000 or fraction thereof of permitted capital).
  • Rs. 10,00,000 to Rs. 50,00,000: INR 5,000 (with additional fees).
  • Rs. 50,00,000 to Rs. one crore: INR 2,06,000 (with additional fees).
  • Above Rs. one crore: INR 2,06,000 (with additional fees, up to a maximum of INR 2.50 crores).

7. Utility Bill and NOC: If the registered office is rented, you need to submit a rental agreement, DIR-2 form, notarized legal documents, and declarations, along with identity proofs of subscribers and directors.

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The Registration Process:

To register a private limited company in India, follow these steps:

1. Procure Digital Signature Certificate (DSC):

What is a DSC: A Digital Signature Certificate (DSC) is an electronic signature that is used to digitally sign documents during the company registration process. It ensures the authenticity and security of electronic documents.

Steps to Obtain DSC:

– Choose a Certifying Authority (CA) accredited by the Controller of Certifying Authorities (CCA) in India.

– Complete the DSC application.

– Submit the necessary identity and address proof documents along with the application.

– After verification, you will receive a DSC in the form of a USB token or a digital file.

– The DSC is typically valid for 1 or 2 years and can be used for various legal and financial transactions.

2. Obtain Director Identification Number (DIN):

What is DIN: Director Identification Number (DIN) is a unique identification number assigned to individuals who wish to become directors of companies in India. It’s a mandatory requirement for directors.

Steps to Obtain DIN:

– Fill out the DIN application form (DIR-3) with personal information, identity proof, and address proof.

– Attach a recent passport-sized photograph and self-attested copies of identity and address proof.

– Pay the required application fee.

– You’ll receive your DIN as soon as the application has been reviewed and approved.

3. Reservation of Company Name:

What is Name Reservation: Before registering your company, you must reserve a unique name for it to ensure that no other business is already using the same name.

Steps for Name Reservation:

– Prepare a list of at least two suitable names for your company, in order of preference.

– Use the MCA’s RUN (Reserve Unique Name) web service or file e-Form INC – 1 to submit your name reservation application.

– Pay the applicable name registration fee

– The Registrar will review the name applications and approve one based on availability and compliance with naming rules.

4. Certificate of Incorporation:

What is the Certificate of Incorporation: The Certificate of Incorporation is a legal document issued by the Registrar of Companies. It signifies that your private limited company has been officially registered and is legally recognized.

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Steps to Obtain the Certificate of Formation:

– After obtaining DSCs, DINs, and reserving a unique name, you can proceed to the actual incorporation.

– Fill out the Simplified Proforma for Incorporating Company (SPICe) forms, including Form INC-7 for incorporation, MOA (Memorandum of Association), and AOA (Articles of Association).

– Attach the required documents, such as proof of registered office address, affidavits, declarations, and identity proofs of subscribers and directors.

– Pay the prescribed government fees and stamp duty charges.

– The Registrar will review the application, and upon approval, issue the Certificate of Incorporation under his seal and signature.

5. Draft Memorandum and Articles of Association (MoA & AoA):

What are MoA and AoA: The Memorandum of Association (MoA) and Articles of Association (AoA) are essential documents that define the company’s scope of operations, its main objects, rules for management, and shareholder rights.

Drafting MoA and AoA:

– MoA defines the company’s main objectives and powers.

– AoA contains the company’s bylaws, rules for meetings, and the appointment of directors.

– It’s advisable to draft these documents carefully, often with the assistance of legal professionals, to ensure compliance with the Companies Act and meet the specific needs of the company.

6. Submission of Required Documents:

Documents Needed: Along with the SPICe forms, you’ll need to submit various documents, including utility bills for the registered office address, NOC (No Objection Certificate) from the owner if it’s rented, Form DIR-2 for directors consenting to act, notarized legal documents, and identity proofs of the first subscribers and directors.

7. Government Fees and Stamp Duty:

Government Fees: The government registration fees depend on the authorized share capital of the company, as mentioned earlier.

Stamp Duty: Stamp duty charges vary based on the state in which the company is registered.

8. Certificate of Incorporation Issuance:

Registrar Review: Once you’ve submitted all the necessary documents and paid the fees, the Registrar will review and verify your application.

Issuance of Certificate: Upon approval, the Registrar will issue the Certificate of Incorporation. This certificate will include the date of incorporation and the Permanent Account Number (PAN) of the company.

It’s important to follow each step meticulously and ensure that all required documents are accurate and complete. Seek professional assistance when necessary to navigate the complexities of private limited company registration in India. Once you receive the Certificate of Incorporation, your private limited company is officially registered and ready to conduct business.

Conclusion

Registering a private limited company in India involves various costs, including government fees, stamp duty, professional fees, and DSC/DIN application fees. The total cost can range from INR 6,000 to INR 30,000 or more, depending on the specific circumstances of the company. It’s crucial to consult with professionals, such as LegalRaasta, to ensure a smooth and compliant registration process. Starting a private limited company offers limited liability and numerous benefits, making it a popular choice for entrepreneurs in India.