Private Limited Company

“Private Company” is defined by the Companies Act 2013 (the Act), the principal legislation governing Companies in India as amended/notified and read with applicable Rules as amended, to mean a Company without a minimum paid-up share capital, which through its Articles of Association (AoA) and applicable provisions of the Act —

  • Restricts the right to transfer its shares
  • Except in case of ‘One Person Company (OPC)‘, limits the number of its Members to 200 (with a minimum of two Members)
  • Prohibits any invitation to the public to subscribe for any securities of the Company
  • Requires a minimum of 2 Directors (one for OPC)
  • Limited liability for Members (Company limited by Shares) etc.


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Registration/Incorporation (Simplified Proforma for Incorporating Company Electronically ‘SPICe’)

The Ministry of Corporate Affairs (MCA) has recently introduced ‘Simplified Proforma for Incorporating Company Electronically’ (SPICe) to simplify and speed up the Company incorporation/registration (subject to some exceptions and conditions) process through an online application eForm INC – 32 (as notified from 1 February 2017 with PAN/TAN functionality), in addition to the Memorandum of Association (eForm INC – 33) and Article of Association (eForm INC – 34).

Both OPCs and Section 8 Companies are to be incorporated/registered using these SPICe eForms. However, the maximum number of Subscribers to the MoA allowed for incorporation/registration of a Company through eForm INC-32 is 7, which therefore cannot be used in case of more Subscribers and form INC-7 would need to be filed through the normal incorporation procedure.

> Read FAQs on SPICe Forms and Incorporation


Compulsory PAN/TAN application for Incorporation of Company

eForm INC-32 has been revised with effect from 30 January 2017 and this new version now includes the functionality of applying for Company Permanent Account Number (PAN) and Tax Deduction/Collection Account Number (TAN), as allotted by Income Tax Department, in the said eForm itself. Such application for PAN/TAN is now mandatory for all fresh incorporation applications filed using the new version of the SPICe eForm on or after 30 January 2017.

  • Stakeholders can download the new version of the SPICe INC-32 eForm for all fresh incorporation applications with effect from 1 February 2017.
  • For resubmitting SPICe forms filed before 30 January 2017, stakeholders have been advised by the MCA to use the older version of the SPICe form for resubmission, if needed.
  • The MCA21 system will auto-generate the pre-filled application Forms 49A (PAN) and 49B (TAN) after submission of the SPICe eForms, which the stakeholders will be required to download, affix digital signatures (DSC) to and then upload both signed forms on MCA21 system as ‘linked forms’.
  • New version of SPICe incorporation applications will be processed only after Forms 49A & 49B are duly signed, uploaded and payment is confirmed by MCA.
  • PAN (as allotted by the Income Tax Department) will be printed in the Certification of Incorporation, and TAN will be separately communicated to the stakeholders via email.


INC – 7 Form (more than 7 Subscribers)

Revised INC-7 Form for incorporating Part 1 Companies and Companies with more than 7 Subscribers has been made available on the MCA portal with effect from 15 January 2017 for filing purposes.

INC-32 deals with a single application for reservation of Company name, incorporation of a new Company and/or application for allotment of Director Identification Number (DIN). This e-Form is required to be accompanied by supporting documents including details of Directors & Subscribers, INC-33 (e-MoA) and INC-34 (e-AoA) etc. Once the e-Form is uploaded via the MCA portal, processed and found complete, the Company would be registered and Corporate Identification Number (CIN) would be allocated.

Through INC – 32, DINs get issued to the proposed Directors who do not have a valid DIN, subject to a maximum of 3 Directors, who are allowed to use this integrated form for filing application of allotment of DIN while incorporating a Company.


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The Act defines the “Memorandum” of a Company as the Memorandum of Association (MoA) as originally framed or as altered from time to time in pursuance of any previous Company law or under the Act. The MoA is the constitutional document of every Company and a legal pre-necessity for the purpose of incorporation/registration of a Company.

The MoA along with the Articles of Association (AoA) of the Company concerned, is required to contain certain prescribed details and be executed in a prescribed manner, in order to be legally acceptable for incorporation/registration purposes and for the existence/operation of the Company thereafter under the Act.

> SPICe provides in electronic form a standard format of e-MoA (INC-33) as per the Act, and the eMoA along with the eAoA (INC-34) have to be uploaded as ‘Linked Forms’ to eForm INC-32 via the MCA portal.


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The Act defines the “Articles” of a Company to mean the ‘Articles of Association’ (the Articles) of a Company as originally framed or as altered from time to time or applied in pursuance of any previous Company law or of the Act.

> The Articles of a Company contain the regulations for management of the concerned Company and other such matters, as prescribed by the Act and Rules thereunder. Subject to the provisions of the Act and the Rules thereunder, a Company may also include additional matters in its Articles as it may be considered necessary for its management.

> SPICe provides in electronic form a standard format of e-AoA (INC-34) as per the Act, and the eAoA along with the eMoA (INC-33) have to be uploaded as ‘Linked Forms’ to eForm INC-32 via the MCA portal.


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