What is a Private Limited Company?
A Private Limited Company is a business structure in India registered under the Companies Act, 2013. It is a separate legal entity from its owners, with its own rights and liabilities. Characteristics of private company include limited liability for shareholders, restrictions on share transfers, and a minimum of two members.
Under Section 2(68) of the Companies Act, 2013, a Private Limited Company is defined as a company that restricts the right to transfer its shares, limits the number of members to 200 (excluding employees), and prohibits any invitation to the public to subscribe for its securities.
Characteristics of a Private Limited Company
Characteristics of private companies make it a preferred business structure for growing startups and SMEs in India. A Private Limited Company has several distinct characteristics that define its structure, ownership, and operations. Features of a private limited company such as limited liability, perpetual succession, easier fundraising, and professional image help entrepreneurs scale their business while mitigating risks. Understanding these features of a private limited company is crucial for entrepreneurs considering this business model. These include:
Separate Legal Entity
A Private Limited Company is a separate legal entity from its shareholders. This means the company can enter into contracts, own assets, incur liabilities, and sue or be sued in its own name. The company's existence is independent of its members, providing continuity and perpetual succession.
Limited Liability of Members
One of the biggest advantages of a Private Limited Company is the limited liability protection it offers to its shareholders. The liability of members is limited to the amount of share capital they have subscribed to. Their personal assets are protected in case the company faces losses or legal issues. This reduces the financial risk for shareholders.
Minimum and Maximum Members
A Private Limited Company requires a minimum of two members and can have a maximum of 200 members (excluding employees). These members can be individuals, other companies, or foreign entities. Having multiple shareholders allows for pooling of resources and expertise.
Restriction on Share Transfer
Shares of a Private Limited Company cannot be freely transferred to the public. Any transfer of shares requires the approval of the company's Board of Directors. The right to transfer shares is restricted by the company's Articles of Association, and existing shareholders have the first right to purchase any shares offered for sale. This helps maintain control over ownership.
Minimum Capital Requirement
There is no minimum capital requirement for incorporating a Private Limited Company in India. This makes it easier for startups and small businesses to adopt this structure without significant upfront investment. However, the company's authorized and paid-up capital must be mentioned in its Memorandum of Association.
Perpetual Succession
A Private Limited Company has perpetual succession, which means its existence is not affected by the entry or exit of members. The company continues to operate even if all the original shareholders and directors change over time, providing stability and continuity for the business.
Use of "Private Limited" in Name
A Private Limited Company must use the words "Private Limited" or "Pvt Ltd" at the end of its name. This helps distinguish it from public limited companies and sole proprietorships. The name should not be identical or too similar to any existing company to avoid confusion.
Mandatory Registration
Incorporation of a Private Limited Company is mandatory and must be registered with the Registrar of Companies (ROC). The company comes into existence only upon registration and is given a Certificate of Incorporation. This is different from sole proprietorships and partnerships, which can operate without formal registration.
Statutory Compliance
Private Limited Companies are subject to various statutory compliances under the Companies Act, 2013. These include conducting board meetings, maintaining statutory registers and records, filing annual returns, and appointing auditors. Non-compliance can lead to penalties and legal consequences.
Documents Required to Register a Private Limited Company
Director Identification Number (DIN) for each proposed director
Digital Signature Certificate (DSC) for each proposed director
Proof of identity and address for directors and shareholders
Proof of registered office address
Memorandum of Association (MOA) and Articles of Association (AOA)
Consent letters from directors
PAN card of directors and shareholders
Passport-size photographs of directors
Process to Register Private Limited Company
Incorporating a Private Limited Company involves obtaining Director Identification Number (DIN), Digital Signature Certificate (DSC), and filing necessary documents required for pvt ltd registration. Seeking professional advice from legal and financial experts can help navigate the registration process smoothly. The process of registering a Private Limited Company involves the following steps:
Obtain Director Identification Number (DIN) for each proposed director: Directors must apply for a DIN through the SPICe+ (Simplified Proforma for Incorporating a Company Electronically Plus) form. DIN can also be applied during incorporation.
Acquire Digital Signature Certificate (DSC) for each proposed director: All directors and shareholders must obtain a Class 3 Digital Signature Certificate (DSC). The DSC is used to sign forms electronically during the registration process.
Select and apply for a unique company name through the RUN (Reserve Unique Name) service: Use the RUN (Reserve Unique Name) service on the MCA portal to propose a unique company name. Ensure compliance with the Companies Act, 2013 and avoid prohibited or identical names.
Draft the Memorandum of Association (MOA) and Articles of Association (AOA): Draft key documents, including:
Memorandum of Association (MoA) – Defines the company’s objectives.
Articles of Association (AoA) – Details operational rules and regulations. Obtain affidavits, declarations, and consent from directors.
File the SPICe+ form along with required documents and payment of fees: Submit the SPICe+ form on the MCA portal with DSC. Attach MoA, AoA, and applications for PAN, TAN, and GST registration (if applicable). Pay the required fees and stamp duty online.
Obtain Certificate of Incorporation from ROC upon successful registration: Upon approval, the Certificate of Incorporation is issued by the Registrar of Companies (RoC). This includes the Company Identification Number (CIN), confirming legal status.
Types of Private Limited Companies
Based on the liability of members, Private Limited Companies can be categorised into three types:
Company Limited by Shares: The liability of members is limited to the amount unpaid on their shares. This is the most common type of Private Limited Company.
Company Limited by Guarantee: The liability of members is limited to the amount they have agreed to contribute to the company's assets in the event of its winding up.
Unlimited Company: Members' liability is unlimited. They are liable for the company's debts and obligations.
Frequently Asked Questions
What are the benefits of a private limited company?
Some key benefits of a private limited company include limited liability protection for shareholders, better credibility and professional image, perpetual succession, easier access to funding, and ability to offer Employee Stock Options (ESOPs).
What is the difference between pvt ltd and llp?
Private Limited Company vs. Limited Liability Partnerships: A Private Limited Company has shareholders and directors, while an LLP has partners. LLPs have lesser compliance requirements compared to Private Limited Companies. However, Private Limited Companies offer more flexibility in ownership structure and fundraising.
Who is the owner of Pvt Ltd?
The owners of a Private Limited Company are its shareholders. The ownership is determined by the number of shares held by each member. The shareholders appoint directors to manage the day-to-day operations of the company.
How much tax does a private limited company pay?
Private Limited Companies are taxed as separate legal entities. The corporate tax rate is 25% for companies with an annual turnover of up to Rs. 400 crores (as of FY 2021-22). Surcharge and cess are applicable based on the company's income level.
What are the tax benefits of Pvt Ltd company?
Private Limited Companies can avail several tax benefits and deductions, such as:
Deduction of business expenses incurred wholly for the purpose of the business
Depreciation on fixed assets
Carry forward and set off of losses
Deductions for employee welfare expenses
Deductions for donations made to charitable organizations
Is GST required for a private limited company?
Yes, a Private Limited Company is required to register for Goods and Services Tax (GST) if its annual turnover exceeds the threshold limit (Rs. 40 lakhs for goods and Rs. 20 lakhs for services, as of FY 2021-22). GST registration is mandatory for companies engaged in inter-state transactions, irrespective of turnover.
