Company law and LLP · Starting a company or LLP
How do I register a private limited company, a one person company or an LLP?
Short answer
A private limited company needs at least two directors and two shareholders; a one person company needs one member and a nominee; an LLP needs two designated partners. A company is registered on the MCA portal through SPICe+, which also gives PAN, TAN, GSTIN if asked for, and EPFO and ESIC registration. An LLP is registered through RUN-LLP and FiLLiP, and its LLP agreement is filed within 30 days.
Minimum requirements
| Private limited | One person company (OPC) | LLP | |
|---|---|---|---|
| Members | 2 to 200 shareholders | 1 member (an individual) and a nominee | 2 or more partners |
| Management | 2 directors (at least one resident in India) | 1 director | 2 designated partners (at least one resident in India) |
| Minimum capital | None | None | None (contribution as agreed) |
| Name ends with | "Private Limited" | "(OPC) Private Limited" | "LLP" |
"Resident in India" means present in India for at least 182 days in the financial year. For an OPC member, the requirement is 120 days, and NRIs can now form OPCs.
Steps for a company (SPICe+)
- Digital signatures for the directors and subscribers.
- Name: reserve one in SPICe+ Part A (or RUN). A reserved name is valid for 20 days.
- SPICe+ Part B (INC-32) with the e-MoA (INC-33) and e-AoA (INC-34). Up to three directors get a DIN in the same form.
- AGILE-PRO-S: GSTIN (optional), EPFO, ESIC, bank account and, in some states, professional tax.
- The Registrar issues the certificate of incorporation with the company's PAN and TAN.
After incorporation: open the bank account, collect share money, file INC-20A (declaration of commencement of business) within 180 days, appoint the first auditor within 30 days, and hold the first board meeting within 30 days.
Steps for an LLP
- Digital signatures, then name reservation through RUN-LLP.
- FiLLiP (Form for incorporation of LLP), which also allots DINs to designated partners.
- Certificate of incorporation, with PAN and TAN.
- File the LLP agreement in Form 3 within 30 days, stamped as per state law.
Documents usually needed
PAN and Aadhaar of each director or partner, address proof, photographs, proof of the registered office (rent agreement or ownership document, a utility bill not older than two months, and the owner's NOC), and the professional's certification on the forms.
Choosing the form
See private limited company or LLP? for tax and compliance differences.
Legal basis
- Sections 3, 4, 7 and 10A, Companies Act, 2013; Companies (Incorporation) Rules, 2014
- Sections 11 to 13 and 23, Limited Liability Partnership Act, 2008
Official sources
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