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PRIVATE COMPANY

A company whose shares and related rights or obligations are not offered for public subscription or publicly negotiated in their respective listed markets.

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WHAT IS A PRIVATE COMPANY

  • A private Company means a company that is closely held by a group of people whether relatives or friends. That is why, the shares of a private company are not publicly traded. In other words, their shares are not traded on public exchanges. These companies issue shares and have members but they do not issue shares through Initial public offering (IPO).

FEATURES OF A PRIVATE COMPANY

  1. 1. MINIMUM NUMBER OF DIRECTORS AND MEMBERS: A minimum 2 directors and minimum 2 members are required to form a private limited company. Here it is to be noted that, the same 2 persons can be directors as well as members. For example, Mr. A and Mr. B are intending to incorporate a private limited company, in such a case, Mr. A and Mr. B can become directors as well as members and incorporate the said private limited company.
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  3. 2. MAXIMUM NUMBER OF DIRECTORS AND MEMBERS: A private limited Company can have max 15 directors. If the private company proposes to increase its number of directors beyond 15 then the consent of members of the company shall be required in the general meeting. Further, a private limited company cannot have its members more than 200 in number.
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  5. 3. TRANSFER OF SHARES: The shares of a private company could not be freely transferable to the public.
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  7. 4. NAME: A private limited company must have its name ending with “Private Limited”, for example, “ABC Private Limited”.
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  9. 5. LIMITED LIABILITY OF MEMBERS: In case of loss or bankruptcy, the shareholders are not held personally liable to pay the liabilities of the company. In such a case, the liability of members of a private company is limited to the amount unpaid on shares purchased or subscribed or the guaranteed amount they have agreed to pay.
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  11. 6. PERPETUAL SUCCESSION: A private limited Company shall continue to exist irrespective of bankruptcy, insolvency, death of any of its members or any other circumstances.
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  13. 7. PAID UP SHARE CAPITAL: There is no minimum paid up share capital requirement for incorporating a private limited company. Earlier, there was a requirement of minimum one lakh rupees for incorporating a private limited company which has now been removed through an amendment by the Ministry of Corporate Affairs. 
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  15. 8. PROSPECTUS: A private limited company cannot issue prospectus as it cannot invite the public to subscribe to its shares. This is why, the shares of the private limited company are not listed on stock exchanges.

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TYPES OF PRIVATE COMPANIES:

Depending on the liabilities of the members, the types of private companies are classified as follow:

LIMITED BY SHARES

liability of members is limited to the amount unpaid on shares held by them.

LIMITED BY GUARANTEE

liability of members is limited to the amount which the member has guaranteed to pay if the company is wound up.

UNLIMITED LIABILITY

Here, due to unlimited liability of the members, the members could be held personally liable to pay the debts of the company in case the company is wound up.

PRIVILEGES OR BENEFITS OF INCORPORATING A PRIVATE LIMITED COMPANY:


  1. 1. Easy incorporation because only 2 persons are required to incorporate a private limited company.
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  3. 2. A person can become director in maximum 10 public companies at a time whereas a person can become a director in maximum 20 private companies at a time.
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  5. 3. Private companies are not required to appoint independent director and women directors on their board.
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  7. 4. Private companies are not required to constitute Audit committee and nomination and remuneration committee of the board.
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  9. 5. Private companies are not required to file e-Form MGT-14 for every decision taken / resolution passed by the company under section 179(3) of the Companies Act, 2013. In this way, it saves the company from a lot of compliance formalities.
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  11. 6. Section 152 of the companies Act, 2013 relating to rotation of directors is not applicable to private companies, therefore, the directors of the private companies are not required to comply with said section by retiring themselves from the post of director after certain period of time.
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  13. 7. Small Private companies are not required to prepare cash flow statement in its financial statement.
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  15. 8. The board of directors of private companies can exercise the powers given under section 180 of the Companies Act, 2013 without obtaining approval from the shareholders of the company.
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  17. To read the full and detailed exemptions or benefits given to private companies, please refer ministry of corporate affairs notification dated 05th June, 2015 and 13th June, 2017.

PROCEDURE FOR INCORPORATION OF A PRIVATE COMPANY

 

  1. Step 1: prepare digital signatures of all the proposed members of the company.
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  3. Step 2: Obtain Director Identification Numbers (DIN) for all the directors. DIN is mandatory for a person to become director.
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  5. Step 3: Submit a name reservation request at https://www.mca.gov.in/content/mca/global/en/application-history.html through Spice + Part A by submitting 2 different names in the order of preference.
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  7. Here, it is to be noted that the name should be carefully selected by thoroughly checking the names of similar existing companies as well as the registered trademarks. If you apply for the similar names, then the application could be rejected.
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  9. Step 4: File Spice + Part B for incorporation of company. Submitting Spice + part B includes submitting information about subscribers, directors, stamp duty, PAN, TAN, registered office and other necessary information.
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  11. Step 5: Submit Spice + MOA and AOA. This includes carefully drafting the Memorandum of Association (MOA) and Articles of Association (AOA) that contains crucial company information. Also, Submit Agile Pro to register for GST, EPFO, ESIC and bank account.
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  13. After successful submission, all the e-forms will be approved by the ministry and a certificate of incorporation (COI), PAN and TAN will be issued to the proposed company.

CHECKLIST FOR REQUIRED DOCUMENTS

  1. 1:Digital signatures of all the members
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  3. 2: Kyc of all the directors and members
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  5. 3: Electricity bill and rent agreement of the address where the registered office is proposed to be situated.
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  7. 4: NOC from the owner of the registered office.

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FAQs

  • Yes, 2 persons are sufficient to incorporate a private limited company. Those 2 persons can become directors as well as members of the company.

  • It takes around 8-10 working days to incorporate a private limited company.

  • A private company is a business entity that is privately owned by a small group of individuals or investors. Its shares are not traded publicly on stock exchanges.

  • Incorporating a private company offers several advantages such as limited liability protection, separate legal entity status, potential tax benefits, easier access to capital, and enhanced credibility with customers and suppliers.

  • Requirements may vary depending on the jurisdiction, but typically include choosing a unique company name, appointing directors and shareholders, preparing company bylaws or articles of incorporation, and paying the necessary incorporation fees.

Your company name should be unique and not already in use by another business entity in your jurisdiction. It should also accurately reflect the nature of your business and comply with any naming regulations imposed by the government.

  • The minimum number of directors and shareholders required varies by jurisdiction, but in many cases, a private company can be formed with just one director and one shareholder. However, it’s common for private companies to have multiple directors and shareholders.

Limited liability protection means that the personal assets of shareholders are generally protected from the debts and liabilities of the company. This means that shareholders are only liable for the debts of the company up to the amount of their investment.

Ongoing compliance requirements typically include filing annual reports, holding annual general meetings, maintaining accurate financial records, and complying with tax obligations. Failure to meet these requirements can result in penalties or the loss of legal protections.

Yes, it is possible to convert a private company to a public company through a process known as an initial public offering (IPO). However, this process is complex and typically requires meeting certain financial and regulatory requirements.

You can seek assistance from legal professionals such as corporate lawyers or incorporation services that specialize in company formation. Additionally, government agencies responsible for business registration and regulation can provide guidance on the incorporation process.

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