Incorporation of private limited companies under the Companies Act 2013, including drafting of constitutional documents and filings with the Ministry of Corporate Affairs.
A private limited company is a body corporate constituted under the Companies Act 2013, having a separate legal personality distinct from its shareholders and directors. It is the entity of choice for businesses intending to raise equity capital, establish credibility with institutional counterparties or issue employee stock options.
The minimum requirement is two shareholders and two directors, of whom at least one must be resident in India. The company is identified by a Corporate Identification Number (CIN) issued by the Registrar of Companies on incorporation.
LexWiser advises domestic and foreign promoters on incorporation, on the choice of company structure (private limited, OPC, LLP), and on related post-incorporation regulatory requirements including FEMA compliance for foreign investment.
Engagements in this area generally involve some or all of the following work. The actual scope is set out in the engagement letter once the matter is understood.
Discussion of the proposed business, capital structure, directors and shareholding pattern. Advice on whether a private limited company is the appropriate structure.
Filing of name reservation through the RUN facility or SPICe+ Part A, complying with the naming rules under the Companies Act and Rule 8 of the Companies (Incorporation) Rules.
Procurement of DSCs, preparation of MOA and AOA, and assembly of supporting documents from directors and shareholders (identity, address, photograph, declarations).
Electronic filing of SPICe+ Part B and linked forms with the Registrar of Companies, accompanied by the requisite government fees and stamp duty.
Issuance of the Certificate of Incorporation, PAN and TAN by the Registrar on satisfaction of statutory requirements.
The Registrar of Companies typically issues the Certificate of Incorporation within seven to twelve business days of filing, assuming complete documentation and no objection to the proposed name.
At least one director must have stayed in India for not less than 182 days during the preceding financial year. This applies to all private limited companies including those with foreign promoters.
There is no statutory minimum paid-up capital. The authorised capital is set by the promoters; government fees and stamp duty scale with the authorised capital.
Inbound investment is permitted under the automatic route in most sectors. Filings under FEMA (Form FC-GPR) follow the issue of shares to non-resident shareholders.
The company must hold its first board meeting within thirty days, appoint an auditor within thirty days, and obtain a commencement of business certificate (Form INC-20A) within 180 days.
Yes. A foreign national may be appointed as a director, subject to the statutory requirement that at least one director on the board is resident in India.
A private limited company is governed by the Companies Act 2013 and is the structure typically chosen by businesses intending to raise external equity. An LLP is governed by the LLP Act 2008 and is generally chosen for professional service firms or businesses where the partners do not contemplate external investment.
A correspondence address is sufficient at the time of incorporation. A registered office must be intimated to the Registrar of Companies within thirty days of incorporation, supported by ownership or rental documents and a no-objection certificate where applicable.
Annual filings with the Registrar of Companies (Forms MGT-7 and AOC-4), holding of an annual general meeting, maintenance of statutory registers, statutory audit, and income tax filings. The practice can advise on or coordinate these on an ongoing basis.
Yes. A name change requires a special resolution of shareholders, approval from the Registrar of Companies and amendment of the Memorandum of Association.
Every engagement begins with a confidential consultation. Schedule one to understand the scope, approach and fees for your specific matter.
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