Private limited Archives - LegalRaasta Knowledge portal Information on company registration, FSSAI, IEC, MSME, trademark, ISO and registrations Mon, 07 Nov 2022 11:03:39 +0000 en-US hourly 1 https://wordpress.org/?v=6.4.1 How can I start a Private Limited Company? https://www.legalraasta.com/blog/how-can-i-start-a-private-limited-company/ Wed, 26 Oct 2022 06:28:27 +0000 https://www.legalraasta.com/blog/?p=25050 Many questions spring to mind when the time comes to launch a new business or grow an existing one. The choice of your company's corporate identity is one of the most challenging undertakings. A Private Limited Company (PLC) is thought of as a very popular business form among aspiring entrepreneurs and top sole proprietors in [...]

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Many questions spring to mind when the time comes to launch a new business or grow an existing one. The choice of your company’s corporate identity is one of the most challenging undertakings. A Private Limited Company (PLC) is thought of as a very popular business form among aspiring entrepreneurs and top sole proprietors in the nation after a public limited company. It is one of India’s most important corporate legal identities. However, it is crucial to understand the specifics and significance of a private limited company before applying for a PLC. This article is broken down into three main sections depending on liability and covers everything from the registration process to the significance of a Private Limited Company in India. Continue reading this article or get in touch with a LegalRaasta specialist for assistance if you need assistance finding the answers to all of your questions about registering a private limited business.

What is a Private Limited Company(PLC)?

The Companies Act of 2013 governs private limited companies. It is a corporation established in accordance with the Companies Act of 2013 or any other prior company law. According to section 2 (68) of the Companies Act, 2013, a PLC is a company whose articles of association restrict its share transferability and prevent the public from subscribing to the same. To put it simply, it is a privately held business entity by the shareholders, the number of whom should not exceed 200.

Characteristics of a private limited company registration

  • Separate legal status: Other than its members and directors, a PLC has a separate legal position. Even if the shareholders (members) contributed the funds and assets of the company, the latter eventually became its property. With the company, even the members may engage into a contract.
  • Permanent succession: The company’s existence does not change despite the arrival and departure of members or even their deaths. This is so because the corporation was established by law and now has a different legal position than its founders. Up to its wound up, the company is still operating.
  • Limited liability: A member’s liability is limited to the amount they have put toward their paid-up share capital. However, based on the various business entities available for registration as a private limited company, the members’ liability may also vary.
  • Transferability of its shares: Even if a private limited company permits its members to contribute the majority of the capital, it restricts the transferability of its shares to the general public.
  • Contracts with other people: A private limited company can make contracts with other people or corporations even though it is a fictional legal entity. Consequently, a common seal here serves as the company’s signature. A common seal is, however, not required for a private limited corporation.
  • Artificial legal entity: A Company is an artificial legal entity that the law has formed and endowed with human rights. As a result, a company can independently own real estate, open a bank account, obtain loans, amass debt, and enter into a variety of contracts.

Private limited company types

  • Company limited by shares: According to section 2 (22) of the Companies Act, 2013, a company limited by shares is one in which each member’s liability is only for the outstanding balance on the shares they own. As a result, the shareholders will be responsible to the degree that the Private Limited Company Registration fee is still owed.
  • Company limited by guarantee: According to section 2 (21) of the Companies Act, 2013, a company limited by guarantee is one in which, in the event that it is wound up, the members’ liability is only limited to the amount that they have contributed to the assets of the company as specified in the memorandum of association.
  • Unlimited company: According to section 2 (92) of the Companies Act, 2013, an unlimited company is one in which a person’s liability ends when they stop being a member. Therefore, the members are responsible for the whole amount of the company’s obligations and liabilities. They will, however, be qualified to request donations from the other members.

 

Benefits Private Limited Company Registration

  • Increased credibility: The company is a separate legal entity from its members, so the creditors cannot seek direct payment from the members’ business assets even if the company becomes bankrupt.
  • Dual relationship: In a private limited company, a specific person can enter into various kinds of contracts simultaneously; that is, they can be a shareholder, member, creditor, employee, etc., of the company simultaneously.
  • Easy to maintain: Several online accounting software has made it easy for a private limited company to maintain all its finances and accounting process.
  • Flexible management: A lot of small business owners who lack the money to form a public limited company use flexible management. As a result, a small number of stockholders and a single business owner can manage the company successfully.
  • Tax-effective: Private limited enterprises can deduct their profits from corporate taxes. As a result, they are regarded as being particularly tax efficient.

 

Process for Registering a Private Limited Company

 

  • Filling out the documents with the registrar is the first step in the registration process. These documents include the articles of association, the memorandum of association, the declarations of the individuals involved in the registration process and the subscribers, the address for correspondence, the information regarding the first subscribers, the directors, etc.
  • The registrar will issue a certificate of incorporation once the company has been successfully registered, proving that the intended business has been incorporated in accordance with this legislation.
  • A Corporate Identity Number (CIN) will be assigned on and from the date specified in the company’s certificate of registration. This CIN will serve to define the company’s unique identity and will be listed in the certificate of incorporation.

Conclusion

A Private Limited Company is a legally recognized individual with restricted member responsibility, shares that cannot be transferred, and a maximum membership of 200. The firm can be broken down into three categories: an unlimited company, a company limited by shares, and a company limited by guarantee. The importance of a Private Limited Company has steadily increased in India as a result of the rising number of start-ups and businesses. In this blog, we have outlined the significance of private limited company registration, and you can consult a LegalRaasta expert for additional advice and assistance with the registration process.

 

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What is Public Limited Registration? https://www.legalraasta.com/blog/what-is-public-limited-registration/ Thu, 20 Oct 2022 06:30:11 +0000 https://www.legalraasta.com/blog/?p=25040 A public limited company is a company whose shares are offered to the general public and that trades on a public stock exchange. A public limited company(PLC) is an option for entrepreneurs with big goals, such as building a new IT infrastructure or manufacturing plant. A Private Limited Company structure is preferred by the majority [...]

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A public limited company is a company whose shares are offered to the general public and that trades on a public stock exchange. A public limited company(PLC) is an option for entrepreneurs with big goals, such as building a new IT infrastructure or manufacturing plant. A Private Limited Company structure is preferred by the majority of modern business owners over a Public Limited Enterprise. However, it should be considered if someone is actually developing something major and seeking funding by issuing shares in return. The optimum course of action in that situation is to incorporate a PLC as the preferred business entity. Forming a public limited enterprise is your best option if you’re a small or medium-sized business trying to raise equity capital from the public since it gives you all the protections provided by a corporation with limited liability. Therefore, in this blog, we will discuss how to register a public limited business, the process involved, and the paperwork needed. For additional advice, you can speak with a Legalraasta professional advisor.

Define a Public Limited Company Registration

A company may elect to become a public limited Enterprise in accordance with the Companies Act of 2013. Additionally, if the corporation wishes to, it may choose to raise money by issuing shares to the general public. A public limited corporation must also have a minimum of seven members and three directors in order to be registered. Section 2 of the Companies Act 2013 defines a PLC (71). There is no minimum capital requirement for the creation of a Public Limited Enterprise as of the passage of the Company Act, 2015 Regulations for Public Limited Enterprises are more formal and strict than those for Private Limited Companies. But compared to a private corporation, it’s a better corporate structure.

Characteristics of Public Limited Companies Registration

  • Board of Directors: A public corporation must have at least three directors, but there is no maximum number required under the Companies Act.
  • Company Name: Legally, the word “Limited” must follow every publicly traded company’s name. It serves as a sign for a company that welcomes customers and clients.
  • Company Prospectus: All publicly traded companies must have company prospectuses. The intended corporation is distributing it to the general population. In this paper, the company’s operations and financial situation are summarized.
  • Paid-Up Capital: The Act’s regulations do not outline the minimal amount of initial share capital required for registration.

Benefits of Registering a Public Limited Company

 

  • Independent Legal Entity: In a public limited Enterprise, ownership and control are clearly segregated. The public limited company may have a PAN, licences, assets, contracts, bank accounts, and responsibilities.
  • Multiple funding sources: A public limited company may go to traditional lending institutions as well as private investors for funds. Debentures, equity shares, and preference shares are all suitable types of capitalization for this use.
  • Quickly transfer: A public limited company’s shareholders have the advantage of being able to quickly transfer their shares to other legal entities, such as people or organizations in India or elsewhere. By choosing new directors, a corporation can secure its long-term success.
  • Company with Limited Liability: In a public limited firm Registration, shareholders are only minimally liable for the company’s decisions. If the company itself develops any unexpected liabilities, the stockholders will not be impacted.
  • Prospects for growth: If a business has a lot of cash on hand, especially if it is a limited liability company that is publicly traded, it can take advantage of a lot of growth opportunities.

Requirements for Public Limited Company Registration

  • A public company must have 7 shareholders in order to be formed.
  • Three directors are needed to form a public company.
  • A Digital Signature Certificate (DSC) is required for at least one director to sign documents digitally.
  • A Director Identification Number(DIN) is required for each prospective company director to send in your main object clause application. The object clause outlines the company’s objectives following incorporation.
  • With the necessary paperwork, such as MOA and AOA, submit an application to the Registrar of Companies (ROC).

Required Documents for Public Limited Registration

  • Document the identity of all directors and shareholders with a PAN card, voter ID, Aadhaar card, or driver’s licence, for example.
  • Each director’s and shareholder’s address is verified.
  • Utility bills for the registered office’s water, phone, gas, or electricity. It can’t, however, be older than two months.
  • To use a property as a Registered Office, you need a “No Objection Certificate” (NOC) from the real landlord of the building.
  • Numbers of Taxpayer Identification for each Director (DINs).
  • The Directors’ Digital Signature Certificates should be obtained.
  • Articles of Association and Association Memorandum.

Public Limited Registration Process

  1. First, get a DSC and DIN: Obtaining a director’s Digital Signature Certificate (DSC) should be one of the first tasks completed. The same information is needed for both digital and electronic signatures. This crucial document is issued by the certifying body. Additionally, each prospective director of a firm must apply for a Director Identification Number (DIN). Directors can apply for a DIN by completing the SPICE form; the MCA has simplified the process.
  2. Checking company name: The next step after visiting the MCA portal is to select the MCA services and check for name availability. The proposed name, however, cannot be the same as a trademark or service mark that already exists.
  3. Submission of Spice+ Form: After the proposed name has been approved, the applicant may submit the Spice+ form to request a Certificate of Incorporation. The application must be accompanied by the required paperwork, such as an Articles of Association and Memorandum of Agreement.
  4. Certificate of incorporation: Once an entity’s formation paperwork has been received, reviewed, and approved by the relevant authorities, Certificates of Incorporation—complete with the company’s Corporate Identification Number (CIN) and the incorporation date—are issued.
  5. PAN and TAN registration: The Company can apply to the MCA for a Permanent Account Number (PAN) and a Tax Deduction Account Number (TAN Registration) to be granted in the company’s name once it has received its COI.
  6. Open a New Bank Account: By giving the bank the information from the PAN card and the COI, it is now straightforward for the members of the company to open a savings account in the company’s name.

Conclusion

A public limited corporation is expected to raise money from the general public when beginning a business, expanding an existing one, or investing in cutting-edge research and development—growth on a Global Scale, etc. As a result, we have covered the procedure, paperwork, and prerequisites for Public Limited Company Registration in this blog. A public limited corporation, however, is better suited for large businesses with expansive scopes and capacity for growth than the little corner store. If you want to manage a company with unlimited responsibility and a lot of money, a public limited company is your best bet. If you require legal advice when completing the Procedure for Public Limited Registration, Contact LegalRaasta.

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Benefits and Drawbacks of Company Incorporation https://www.legalraasta.com/blog/advantages-of-incorporation/ Thu, 06 Jan 2022 10:30:34 +0000 https://www.legalraasta.com/blog/?p=24425 A collection of people who have a common goal and are affiliated with one another might be referred to as a company in the broadest sense. According to section 2(20) of the Companies Act of 2013, a "company incorporated under the Companies Act of 2013 or any earlier company law" is what the term "company" [...]

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A collection of people who have a common goal and are affiliated with one another might be referred to as a company in the broadest sense. According to section 2(20) of the Companies Act of 2013, a “company incorporated under the Companies Act of 2013 or any earlier company law” is what the term “company” means in a legal sense. The phrase does not further explore the meaning, nature, or qualities of the corporation; it just emphasizes its registration and establishment. The legal definition of “company” is therefore “any association, under the 2013 Companies Act or any earlier Companies Act, must be designated as a company.” It is not a mythical figure, contrary to popular belief. Once it is registered, it becomes a legal entity recognized by law with identical rights and obligations to those of a natural person. According to the ruling, a business can be held accountable for a statutory breach just like an individual, but it cannot be put behind bars. Therefore, according to the Companies Act, any infraction results in a fine rather than the firm being imprisoned. In this blog, we discuss the different benefits and drawbacks of incorporating a business. For assistance or free consultation and guidance, you can also contact a LegalRaasta advisor for Company Registration in Delhi.

Benefits of Company Registration in India

  • Establishes a Different Legal Entity: According to this, even though a specific member controls the majority of the business’s shares, the company is autonomous and distinct from its members. Therefore, the question was whether a shareholder or controller may be made personally accountable for a company’s debt in addition to the capital contribution, regardless of the company’s separate legal character.
  • Company has Perpetual Succession: Perpetual succession refers to an organization’s ongoing existence, which means that it will continue to exist even after its members pass away. According to the Companies Act of 2013, a company’s members may come and depart, but this has no bearing on the legal identity of the company. The corporation only ends when it is legally wound up.
  • Can own Separate Property: Since a corporation is considered to be a separate legal entity under the law, it is allowed to possess property in its own name without the members being able to claim ownership. Additionally, he personally insured the company’s asset of lumber, which was lost in a fire.
  • Ability to sue and be sued: The business has the legal authority to file a lawsuit on its own behalf or to be sued by another party. Even if a company can be sued or sued in its own name, it must be represented by a natural person. Any complaint that is not represented by a natural person is subject to dismissal in the same manner as an individual complaint when the complainant is not present for Company Registration in India.
  • Capital is made simpler: Access to capital is made simpler for corporations because they can issue stock instead of debt. Another incentive to incorporate, for instance, is if you need a bank loan; in most circumstances, banks prefer and make it easier to give money to incorporated business enterprises.

Disadvantages of registering a company in India

  • Cost: The initial cost of incorporation consists of the filing fee for your articles of incorporation, any prospective legal or accounting expenses, or the cost of hiring a service to help you complete and file the paperwork. A corporation must pay continuous fees to be maintained.
  • Double Taxation: There is a chance that some corporate structures, like a Corporation, will lead to “double taxation.” When a business is taxed twice—once on profits and once on dividends given to shareholders—it is said to be subject to double taxation.
  • Loss of Personal “Ownership”: If a corporation is a stock corporation, just a portion of the entity is still in the control of a single person. A board of directors is in charge of the corporation; they are chosen by the shareholders.
  • Required Structure: When establishing a corporation, you must adhere to all regulations set forth by the state in which you filed. This comprises the organization’s administration, its operational needs, and its accounting procedures.
  • Ongoing Paperwork: Annual reports on the company’s financial status must be filed by most corporations. Tax returns, accounting records, meeting minutes, and any other licenses and permits necessary for operating business are all part of the continuous paperwork for Company Registration in India.
  • Perpetual existence: Perpetual existence is a benefit of incorporation, but it can also be a drawback because it can take a lot of time and money to fulfil the necessary steps for dissolution.
  • Lifting of the Corporate Veil: The “Veil of incorporation” is the name given to this concept. In general, courts view this concept as binding upon them. This Principle has the result of creating a fictitious barrier between the corporation and its customers. In other words, the corporation has a personality all its own that is different from its employees. However, in a variety of situations, the Court will pierce the corporate veil or will disregard the corporate veil in order to uncover the true form and character of the relevant corporation or to contact the person concealed behind the veil. The justification for this is possibly that the law forbids the corporation structure from being abused or misused. When the Court believes that the corporate form is being abused, it will pierce the corporate veil and reveal the true nature and character of the corporation.

 

Conclusion

Entrepreneurship is currently a hot topic, and when deciding on a company model, an entrepreneur must take into account all of the benefits and hazards. The destiny of the firm is significantly influenced by the use of the proper business forms. Compared to alternative business structures, incorporating a corporation offers stability and significantly more legitimacy. It’s crucial to keep in mind that every company and every business owner are unique. There is no one size fits all answer when selecting whether or not to incorporate a business. Our business attorneys at Legalraasta are very knowledgeable in this field and can help you take your company from conception to incorporation. If you’re not ready to integrate yet, keep in mind that the variables influencing your choice may alter down the road. Having this manual close to hand for future use might be beneficial. If you have any comments or questions, feel free to contact the author of this post through our website for Company Registration in India.

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Exemption To Private Companies https://www.legalraasta.com/blog/exemption-to-private-companies/ Sat, 06 Jul 2019 11:45:29 +0000 https://www.legalraasta.com/blog/?p=20508 Introduction To Private Companies A significant impact was made in the corporate world by the Companies Act 2013 through the provision of doing business in India in an easy way. On 5th June 2015, the Ministry of Corporate Affairs(MCA) posted a draft notice to be published in Official Gazette announcing some exemption to Private Companies. Although there is [...]

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Introduction To Private Companies

A significant impact was made in the corporate world by the Companies Act 2013 through the provision of doing business in India in an easy way. On 5th June 2015, the Ministry of Corporate Affairs(MCA) posted a draft notice to be published in Official Gazette announcing some exemption to Private Companies. Although there is no effective date in the Notification, this notification came into effect on the date of its publication in the Official Gazette.

But this Act removed several exemptions that were being enjoyed by the private limited companies in the Companies Act of 1956.  The article below gives a brief description of the exemptions which are with the Private Limited Companies under this act. Based on the people and the feedback told by the individuals and experts, there have been several revisions of the Act relaxing a few provisions, thus targeting a business-friendly India.

Clauses

A notice was issued by exercising powers that were consulted to the Central Government by clauses (a) and (b) of section 462(1) and in presence of section 462(2) of the Companies Act, 2013. The MCA has also revised the Companies (Incorporation) Rules 2014 many times with its amendment, which came into power on January 1, 2017.

Highlights to Private Companies

According to the Companies Act of 2013, the minimum paid-up capital requirement for a company to be a Pvt. Ltd Company was Rs one lakh. And now there is no minimum paid-up capital requirement for a Private Limited Company.

The certain exemptions present are connected to the following provision.

  • Related party transactions
  • Share capital
  • Public deposits
  • Meeting Requirements
  • Agreements and resolutions
  • The auditor eligibility
  • Directors
  • Power of the board

Must Read: Executive and Non-Executive Director

Related Party Transaction[Section 2(76)(viii)]:

According to the Companies Act of 2013, companies need to get the board’s approval. Or a special resolution with the shareholder’s consent regarding the relatable party transactions. The Act has revised the definition of the term “relatable party” provided in the clause (76) of section 2, in relation to section 188 of the Companies Act. Whereby the transactions of a private limited company with excused entities will not be considered a “related party transaction”. And will not require compliance with the provisions of Section 188 of the 2013 Act.

Therefore, the exempted entities for any of the contract or arrangement between private companies are

  • a holding company,
  • subsidiary companies,
  • associate companies
  • and the subsidiaries

And the holding company, to which this type of private company is a subsidiary, will not need permission from the Board of Directors or shareholders in some cases.  In short, these companies don’t need to comply with provisions of section 188 of CA 2013 for such transactions.

Compliance Requirements

The compliance requirements that need disclosure of the related party transactions will continue to apply to a private company.

Therefore, the provisions existing previously as per Section 188 of the Act with regard to restrictions on the related party shareholders have been lifted. And these types of related parties are allowed to vote at a general meeting of the shareholders for a resolution to approve any contract or arrangements between both the company and the related party.

It is important to note that even though the exempted entities are excluded from the definition of a ‘related party’, except for the Director, the Key Managerial Personnel of holding companies. Also their relatives will continue to be in the scope of the related party.

In addition to this, the transaction between both private companies where the directors or the managers are in the same power in another is considered as a related party transaction in spite of the exemption given as per Section 2(76)(viii).

Impact of the exemption

These exemptions help a company not to consider any type of transactions recorded by a private company along with its:-

  • holding company,
  • the subsidiary company,
  • the associate company,
  • or a fellow subsidiary company,

as related party transactions.

The allowance for related parties voting is a huge relief to the private limited companies having disinterested members.

Share Capital

  • Companies can have only 2 types of share capital, equity share capital and preference share capital. For equity shareholders with or without the differential rights to dividends, voting permission is given.
  • The private company can have any type of share capital according to its articles. In short, a private company is free to issue any kind of shares according to their charter documents providing for it.
  • Under Section 47 of the Act, the equity shareholders can vote on all resolutions. While preference shareholders can vote only on the resolutions which will affect their rights. Or those resolutions that are in relation to close up or the reduction of capital of the Company under the 2013 Act.
  • Exemption to Private Companies Act provides that both the above-mentioned clauses aren’t applicable to a private company if the articles of association(AOA) or the memorandum of association(MOA) of such private companies do not allow it.

Impact of the exemption

The relaxation can help private companies to raise capital and issue special classes of shares to the investors. According to the experts, relaxation will avoid problems in structuring shares. And can earn priority on the

  • dividend,
  • liquidation
  • and the entitlement

to vote on an as-if-converted basis. The exemption to private companies will also help in structuring the returns and liquidation preference to foreign investors.

Public Deposits

  • According to the Companies Act of 2013, companies can accept the deposits from its members subject to the fulfillment of certain conditions. Under the provisions of Section 73 of the Act relating to the acceptance of deposits viz. circular about
  1. financial position,
  2. credit rating,
  3. the deposit repayment reserves,
  4. deposit insurance
  5. and certification etc.
  • And the second Amendment Rules 2015{amendment on companies, Acceptance of Deposit, made on 15th September 2015. Exemption of the deposit collected from the director of private limited company provided such a relative furnish declaration that the amount isn’t being given out of funds acquired by him by borrowing or accepting the loan or deposits from others. And the company must disclose money so accepted in the Board’s Report.
  • Under Section 73 of the Act specifies that the provision will not be applicable to the private limited companies whose paid-up capital and free reserves is less than 100%. Such companies cannot accept deposits from members.

Meeting requirements

The revision made to the Companies Act of 2013 restores the powers of the private limited companies to follow their own procedure of conducting the general meeting. These meetings will be held by incorporating the provisions as per their articles of association.

The provisions under the Act with the procedures to call for general meetings for a private limited.  The provisions are available under the Companies Act of 1956. It is for deciding their own procedure to conduct its general meetings according to articles of association.

Impact of the exemption

As per the exemption, the private limited companies got the flexibility for deciding their own procedure for conducting the general meetings by incorporating the provisions in their articles of association. Therefore, private companies need to suitably amend their articles and stipulate required provisions.

Resolutions and Agreements

The companies are needed to file copies of Board Resolutions passed in matters connected with 179(3) of the Act with the Registrar of Companies. In accordance with Section 117 (3)(g) of the Companies Act of 2013. The private companies are exempt from filing such resolutions and agreements with the ROC.

The resolutions are connected with

  1. making calls on the unpaid shares,
  2. security buyback authorization,
  3. the issuance of securities and debentures,
  4. company’s fund investment,
  5. granting of loans, the guarantee
  6. or security for loans,
  7. the financial statement approval diversification,
  8. the acquisition or the takeover of another company
  9. and any other matters

With regard to Rule 8 of the amended companies, Board Meetingsand its Powers, Rules 2014 are not required to be filed with ROC. In short Private companies are free from filing MGT-14 with the ROC on various provisions as per section 179(3) and rule 8 of the amended Companies (Meetings of Board & its powers) Rules, 2014.

Impact of the exemption

With the exemption, private companies are now free from the general meeting compliance requirements. Therefore, the public access to Board Meeting proceedings of a private limited company is over.

Auditor Eligibility

Under Section 141 (3) (g) of the Companies Act of 2013 an auditor who is in full-time work or in the capacity as the auditor of more than 20 companies at the date of appointment or reappointment will stop to be the auditor of the company.

Directors

The exemptions that are available to the private companies with the Directors can be discussed under:-

 Appointment of Directors

The individual who wishes to stand for directorship has to deposit 1 lakh rupees and 14-day notice with regard to such intention for directorship. The same procedure is not applicable for retiring director, as per Section 160 of the Act.

Under Section 162 of the Act, the voting for appointment of two or more directors has to be done individually. And only a single resolution won’t take into account even if it is ratified unanimously by all the shareholders.

Impact of the exemption:

Through the exemption to private companies, they require less compliance with regard to the appointment of directors.

 Interested Directors’ Participation in a meeting

Under Section 184(2) of the Act, the restriction is particularly for those directors who have an interest directly or indirectly with a body corporate director or in association with any other director. It also holds more than 2% shareholding of that body corporate or is a manager, promoter, Chief Executive Officer of that body corporate. Or with an entity or another firm in which, the director is a

  • partner,
  • owner
  • or member.

The exemption notification resolves the issue by giving permission to the participation of the interested director of a private company in the board meeting after disclosing interest.

It is important to note that the relaxation is subject to the director providing the disclosures of his interest in prescribed form before he involves in the meeting.

Impact of the exemption

Through these exemptions, private companies overcome peculiar compliance issues connected with related party contracts.

Loans to Directors

As per Section 185 of Companies Act of 2013, Exemption to Private Companies, the company is not having permission to give loans to its directors or to any other person in which the director shows interest.

The Exemption To Private Companies notices give permission to private limited companies for granting such a loan as per the provisions of Section 73 and are as follows:

  • No other body corporate shareholder in the lending company.
  • If borrowings of a private limited company from the banks or any financial institutions or any other corporate body is less than twice of its paid-up share capital or 50 crore rupees, whichever is lower;
  • Such a company has not defaulted in the repayment of such borrowings subsisting at the time of making transactions.

Power of Board

Under Section 180 (1) of the 2013 Act, Exemption To Private Companies, the board of directors needs to take approval from shareholders at a general meeting through a specific resolution for certain transaction including

  • the sale,
  • lease
  • or the disposal of the total or substantial part of the undertaking of the private company,
  • the investment of the amount of compensation collected by the private company as a result of the merger or the combination in trusted securities,
  • borrowing money exceeding the total of the private company’s paid-up share capital,
  • and the free reserves and remittance,
  • or the given time for the repayment of debt due from a Director is over.

Impact of the exemption

With these exemptions, private companies can avoid unnecessary delays in getting the shareholders’ approval and thereby facilitating the ease of operation.

Conclusion

In India, a lot of start-ups are beginning as private companies. In the budget, many relaxations have been given for start-ups by an exemption to private companies. It is clear that the government has the number of expectations of the startup community. And is willing to make some changes to accommodate them.

For specialist advice related to your specific circumstances Call us at +91 8750008585  or send your queries to contact@legalraasta.com. Or you can download our  LegalRaasta APP for easy access on mobile.

Related post

MGT-14: Compliance, STP, Penalty and Download

CARO 2016: Requirements of “Companies Auditor Report Order”

Private Limited Companies

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How to Register a Company in India: Step by Step Procedure https://www.legalraasta.com/blog/how-to-register-a-company/ Wed, 31 Oct 2018 05:44:20 +0000 https://www.legalraasta.com/blog/?p=15449 India has always been a land of opportunity for businesses to thrive with a wide potential consumer base of over 1.35 billion as of 2018. There are about 11,89,826  active companies operating in India as of June 2018. India also has been getting rid of archaic and out-of-date laws and enabling ease of doing business [...]

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India has always been a land of opportunity for businesses to thrive with a wide potential consumer base of over 1.35 billion as of 2018. There are about 11,89,826  active companies operating in India as of June 2018. India also has been getting rid of archaic and out-of-date laws and enabling ease of doing business with One-Day company Incorporation and easy Company incorporation procedure. It can always be a profitable idea to start a company in India if you do your marketing homework well. However, before you can get started with any business activities, you have to incorporate your business legally to avoid any operational hiccups. Let’s look at how to register a company in India, the steps, the documents and everything in-between.

Step 1: Deciding your Business Structure

This is one of the most fundamental and foundational steps for registration of a company anywhere around the world.  Deciding the business structure of your company will basically define the path your company takes and how it handles operations for its entire lifetime. Thus, it becomes a pivotal step to decide the right business structure conforming to your firm’s needs and wants. There are many types of Business Structures in India, and it can be hard to decide which one to go for. Therefore, we’ll take a brief look at all the business structures in order to help you choose the best one. how to register a company

Types of Business Structures

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Company Types Minimum Shareholders Suitable for Tax Advantages Legal Compliance
Limited Liability Partnerships 2 Businesses with low investment needs and Businesses offering Services Depreciation Benefits Tax Returns like GST Return and ROC returns to be filed
One Person Company 1 Solo owners with the intention of restricting their liabilities Startup India Higher benefits on benefits allow for tax holiday in the first 3 years of operation. No tax on dividend distribution Business Returns. ROC Compliances are limited
Private Limited Company 2 High turnover businesses Tax holiday in the first years of operation in accordance with Startup India higher benefits Business and Tax Returns, ROC Compliances  have to be filed and Statutory Audit is mandatory
Public Limited Company 2 High-risk, high-reward based high turnover businesses Lower and Reduced tax advantages as compared to others Business tax returns to be filed. Mandatory statutory audits to be performed

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There are other forms of Business Structures in India which operate outside the jurisdiction of the companies law and hence their registration is not mandatory. However, to ease operations and day-to-day functions it is always recommended to get these registered as well. The business structures are:

  • Sole Proprietorship
  • Hindu Undivided Family (HUF)
  • Partnership Firms

Business Structure: Importance

It can’t be stressed enough how important it is to choose the correct business structure to suit your businesses needs. In a way, choosing the right business structure for your business is one of the factors for its success. It is pivotal to choose the correct business structure because the Income Tax Returns, as well as, the legal compliances for the business depend on its structure.

For eg. Sole Proprietors only have to File their GST returns and their income tax returns in stark contrast to this, a private company has to file GST returns, Income Tax Returns, have to get their audits done along with various other legal compliances. Conforming to these compliances requires a business owner to invest their money to hire auditors, accountants, tax-filing experts and invest company’s time and resources into carrying out these legal compliances. Thus, before even getting started with a certain type of business structure it is advisable to acquaint yourself with the compliances you will be dealing with for a particular business structure and which compliances are you actually willing to comply to and make an informed decision to make.

Contrary to this, although the companies might have more compliances, having a proper and recognized legal structure behind your business makes it appear more investment-friendly. An investor is less likely to invest in a sole trader or a sole proprietor and would much rather invest in a business idea backed by a proper legal structure(Private Company, Public company, LLP etc).

Things to Consider for deciding the business structure

These are some of the main points every aspiring entrepreneur should think about while they’re thinking about what type of company/business they want to run.

  • Number of Owners/Partners
    Single Business Owners who are in charge/ownership of all the investments going to into the firm should rather go for a One Person Company. However, aspiring entrepreneurs with 2 or more proposed owners/directors looking to attract more investments into the firm should rather go for an LLP or a Public / Private Limited Company.
  • Initial Investments in the business
    If business owners want to spend as little capital on their hands as they can,  they should consider Registering a Sole Proprietorship Online or any of HUF (Hindu United Family) or a Partnership Registration however, if you are confident of the fact that you will be able to recover the investment made into the business in terms of setting up and compliance costs  opt for a One Person Company Registration or a Limited Company (Private/Public/LLP) how to register a company
  • Liability
    Certain business structures such as HUF, Sole Proprietors and Partnerships have something called unlimited liability. What does this mean? It basically means that in case there is any default in the repayment of loans,  the money will be recovered from the members or partners in profit sharing ratios. In these cases,  the risk to the personal assets of the owners is high.
    On the flip side, the firms with Limited Liability (LLPs and Company) have a limited liability meaning the amounts extracted from owners in the case of a default will only amount to the contributions made by them or the number of shares of the company they hold in their possession.
  • Income Tax Rates
    Business structures like the proprietorship and the HUF come under the normal slabs of income tax structure. Companies like LLPs, Public Companies, Private Companies are taxed at 30% income tax. For a sole proprietor, the business income is clubbed with other sources of income.
  • Attracting Investors
    Having an unregistered business structure can be a hindering obstacle to overcome when you’re looking to attract an investor to raise some capital for the business. Legally established business structures like OPC, PLC, Public Company, LLP etc are much more likely to get the vote confidence from an investor/investor firm.

SO before, you ask yourself how to a register a company? Go ahead and take an informed decision about the business structure you’re going to incorporate.

Step 2: Obtaining a DSC [Digital Signature Certificate]

What is a Digital Signature Certificate? you may ask. To explain that we will first address what is a Digital signature. A Digital Signature is a means to verify the authenticity of a software our in our case, a document. Most of the times, the Digital Signature is a copy of the physical signature however, it could also be a stamped seal which verifies the authenticity of the document and offers far more inherent security against impersonation. how to register a company

So what is a Digital Signature Certificate? Digital Signature Certificate or DSC for short is basically the digital equivalent of the physical certificates. It is basically used to verify the identity of a person or sometimes to access information and get services on the internet or to sign certain documents digitally. how to register a company

So how do you obtain a Digital Signature Certificate? The Ministry of Corporate Affairs (MCA) has prescribed DSC Certifying Authorities (CAs) from whom you can obtain a DSC Check out the Certifying Authorities at (http://www.cca.gov.in/cca/?q=licensed_ca.html) which will take 3-7 business days.

As an alternative, you can consider going for DSC registration online via LegalRaasta’s smooth processing system which takes less than 3 business days with extremely budget-friendly pricing.

Different Classes of Digital Signature Certificates (DSC)

Class 1 Certificate: Individuals/Private Subscribers.

Class2 Certificate:  Business Personnel as well as for personal and private use.

Class 3 Certificate: High Assurance Certificates. Majorly for E-commerce Operators whether individuals or organizations

Step 3: File for Name Approval

When you have a plan to incorporate a company, you certainly have to have a name for it right? And it is pivotal that the name approval procedure of the company goes smoothly and without objections or it could stall all your progress of registering a company. To file for name approval for Public Companies, PLCs (Public Limited Company), OPC, NBFC etc use the RUN(Reserve Unique Name) e-form Alternatively, to file for name approval, business owners can utilize the SPICe forms. SPICe stands for Simplified Performa for Incorporating Company Digitally.how to register a company

In order to incorporate an LLP however, filing for name approval has to be done via the RUN-LLP forms.

However, before you even file for approval it is vital that you check that your company’s proposed name is not clashing with an already existing company name. You have to do this in order to prevent legal troubles since many times companies have performed trademark filing procedure on their company name. Use our free tool to perform a Company Name Search and avoid any clashes.

Step 4: Obtain DIN

DIN stands for Director Identification Number and it is a unique identification number given by the Central Government to individuals intending to be the directors of a new or already existing company.

DIN Forms

SPICe Forms: The SPICe forms are used for allocation of the DIN number to the proposed directors of a new company in the process of the company registration.

DIR-3 Form: DIR-3 form is a form for becoming a director of an already existing company. File DIR-3 Online

DIR-6 Form: To convey the changes in any particulars of the existing directors

Step 5: File for Incorporation

The Final step in the company incorporation procedure is filing for incorporation and the MCA has given dedicated forms for incorporation of companies.

SPICe Forms (INC-32) The SPICe forms allow for the incorporation processing of Limited Companies (Public /Private/ LLP/OPC) and have the following procedures streamlined.

  • Obtaining DIN
  • Name Reservation
  • Incorporation
  • Pan Application
  • TAN Number

For Incorporating an LLP, governed by the LLP Act, 2008, the Ministry of Corporate Affairs has introduced FiLLiP e-form to ease the company registration procedure.how to register a company

Step 6: File AoA and MoA

MoA stands for Memorandum of Association and AoA stands for Articles of association. Together, these two form the constitution of the company. These two basically define the extent of the legal powers wielded by the company and the information about the business activities of the company along with the relationship of the company with the shareholders.

Read More about: Articles of Association and  Memorandum of Association.

After you have filed for company registration, you have to file the constitution of the company. The MCA has provided the e-forms INC-33 for e-MoA and INC-34 e-AoA to help incorporate the company.

In total, therefore to incorporate a company in Indiait would roughly take 7-8 business days. In addition to this, you have to follow Companies Post Incorporation Compliances.

Therefore, these are the comprehensive step by step procedure for registering a company. With this guide, we hope to have answered all questions related to how to register a company that you might have. We wish you all the best in your endeavors.

Get your company Registered easily and in the quickest time with the CA/CS expert team of LegalRaasta, where we strive to simplify the legal journey. Call +91-8750008585 to get started!

The post How to Register a Company in India: Step by Step Procedure appeared first on LegalRaasta Knowledge portal.

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Share Transfer Procedure in Private Limited Company https://www.legalraasta.com/blog/share-transfer-procedure-in-private-company/ Mon, 10 Sep 2018 08:07:07 +0000 https://www.legalraasta.com/blog/?p=14385 Introduction In Private Limited Company, the ownership is calculated by the shareholders of the company. If you want to induct new investors or transfer the ownership of the company then the shares of the private limited company would have to be transferred. This article focuses on the share transfer procedure in Private Limited Company. If [...]

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Introduction

In Private Limited Company, the ownership is calculated by the shareholders of the company. If you want to induct new investors or transfer the ownership of the company then the shares of the private limited company would have to be transferred. This article focuses on the share transfer procedure in Private Limited Company.

If you want further detailed articles on Authorized Share Capital for Company Registration, and Company registration then you must follow our blog.

Share Transfer Restrictions in AOA

A private limited company is a closed corporation of members very similar to a partnership Firm. Hence, the share transfer in a private limited company can be restricted by the AOA (Article of Association). Therefore, the review of Article of Association is a must at the first step to begin the share transfer procedure. 

The restrictions have been imposed on the right of the shareholders to transfer shares are usually in two forms:

  1. Rights of pre-emption: In case, the shareholder wishes to sell his shares then such shares must be offered to other existing members of the Private Limited Company at a price determined by the director or the Auditor of the company. The shares value can also be determined which is based on the formula prescribed in the Articles of Association. When no existing shareholders are interested then shares of the company can be freely transferred to an outsider.
  2. Refuse powers of Directors: The directors can have the powers to refuse the registration of transfer of shares under the certain circumstances as prescribed under Articles of Association.

The restriction contained the Articles of Association would be considered as legally binding only. Any of the private agreement between the shareholders will not bind either on the company or on the shareholders. Moreover, Articles of association can only restrict the share transfer. The right to transfer the shares of a private limited company cannot be a total prohibition/ban on the share transferability.

Share Transfer Procedure Initiation

There are certain steps which should be followed to initiate the share transfer procedure. These are given below:

  • First of all, Review the Articles of Association of the Private Limited Company. Restrictions if any must also be addressed.
  • Secondly, It is mandatory for the shareholders to give notice in written form to the types of Director of the company about the intention to transfer a share of the company.
  •  Third, Always determine the price as per Articles of Association at which the shares of the company will first to be offered to present shareholders of the company.
  • Fourth, It is compulsory for the company than to give notice to the other shareholders about the availability of share. The last date to purchase the shares and the price at which the share are available must also be written.

If in case, any of the present shareholders come forward to purchase the shares then such shares are allowed to allot them. When no present shareholder is interested or excess shares are available then the same can be transferred to the outsider.

If any of the present shareholders come forward for the purchase of shares, such shares must be allotted to them. In case no present shareholder is interested or excess shares are available, the same can be transferred to the outsider.

What are the steps to transfer Shares of a Private Limited Company

Following are the steps to be followed while transferring shares of a Private Limited Company:

  • Step 1: Obtain the share transfer deed in the prescribed format.
  • Step 2: The share transfer deed must be executed duly signed by the Transferor and Transferee.
  • Step 3: Stamp the share transfer deed as per the Indian Stamp Act and Stamp Duty Notification in force in the State.
  • Step 4: Must have a witness sign the share transfer deed with his/her signature, name and address.
  • Step 5: The share certificate/ Allotment letter must be attached with the transfer deed and deliver the same to the Company.
  • Step 6: The company must process the documents and if approved, issue new share certificate in the name of the transferee.

For more details regarding Company registration, a Public limited company you can visit our website: Legal Raasta where our experts are available to provide you the best service and advice on any issue related to business. You can call us at 8750008585 and send your query on Email: contact@legalraasta.com

Related Articles:

Increase in Authorised Share Capital

Key Amendments in Private Placement of Shares u/s Section 42

 

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