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Setup Business in India

Private Limited Company

A private limited company is the most popular structure of business in India due to lesser registration requirements and no. of compliances, it provides the benefit of having a separate legal entity and distinct identity from its members and as the name suggests, the liability of its members is limited to the extent of property owned by that entity.

Foreign Direct Investment(FDI) in Private Limited Company

Foreign corporates can setup a private limited company in India as a wholly-owned subsidiary (100% ownership) or in partnership in the form of JV. These types of companies provide ease to foreign corporates for holding ownership in the form of shares and only undertake reduced compliances as contemplated by the Indian Companies Act. The investment is made in terms of the FDI policy both under the automatic and approval route within the sectoral cap limits.

We at CorpAcumen Global ensure to undertake your comprehensive registration requirements along with obtaining requisite approvals under the FDI Regulations as applicable in India for the time being in force and any other state-specific approvals/ registrations, as per the requirements of your business.

Timeline

We aim to complete the registration process within 15-20 working days post obtaining necessary details from our clients, excluding the time required for any specific statutory/ regulatory approvals as per your business requirements.

Features

Requirement of members

Minimum 2 and Maximum 15 directors
One mandatory resident director
Directors must secure a Directors Identification Number (DIN) and Digital Signature Certificate (DSC), prior to incorporation

Liability of members

Separate and distinct identity from its members
Limited liability of members and protection of personal assets
In case of winding up, the unpaid capital can be called upon from the members

Requirement of directors

Minimum 2 and Maximum 15 directors
One mandatory resident director
Directors must secure a Directors Identification Number (DIN) and Digital Signature Certificate (DSC), prior to incorporation

Capital requirement

No minimum capital requirement is mandatory
Generally, companies are incorporated with INR 0.1 million

Charter documents

Memorandum and articles of Association
Obtaining certificate of incorporation and commencement of business
Issuance of share certificates, in physical or shares may be held in demat mode

Mandatory registered office

Registered office is mandatory to be maintained in the territory of India
Part of state wherein the office is situated decides the jurisdiction of the registrar of companies.

Form of capital and further funding

Capital can be raised by the issuance of equity or preference shares
Eligible to issue debentures and obtain loan from certain parties as allowed under the Indian Companies Act, except from the public
Capital may be raised by obtaining loans from the bank

Financial year

Financial year begins from 1st April and ends on 31st March as per Indian Companies Act
In case this company being holding, subsidiary or associate of a foreign company then upon filing an application with Regional Director, a different financial year may be allowed for ease of consolidation

Annual compliances

Conduct annual general meeting
Mandatory appointment of statutory auditor and conduct yearly audit
Preparation and filing of financial statements and annual returns on yearly basis
Director’s disclosures
Preparation of directors’ report on yearly basis
Director's KYC check every year
Return of deposits
Undertake necessary filings relating to significant beneficial ownership and outstanding payment dues to micro, small and medium enterprises
Undertake secretarial audit and corporate social responsibility compliances, if applicable
Make necessary income tax filings
File GST returns, if applicable
Filing of annual performance report and annual report on foreign liabilities and assets under the foreign exchange laws with the Reserve Bank of India (RBI)Annual APR and FLA filings with RBI under foreign exchange laws, if applicable

Taxation requirements

Corporation tax payable at prevailing rates, for the time being in force
Receipt of dividend is taxed directly in the hands of the shareholder
Payment of Tax deducted at Source (TDS)
Payment of Goods and Services Tax

Other registrations

Mandatory	Advisable
Director Identification Number (DIN) and Digital Signature Certificates(DSC)	Obtain import-export code (if import or export of goods or services are involved)
Registration of Permanent Account Number (PAN) and Tax Deduction or Collection Account Number (TAN)	Registration under labour laws
Goods and Services Tax Identification Number (GSTIN)	Registration for intellectual property (trade marks and copy rights)
Opening of bank account	Registration of micro, small and medium enterprises (for Indian parties)
	Start Up registrations (for Indian parties)

Documentation required

Application of DIN and DSC

Personal details, occupational details and educational qualifications.
Photo Id proof and address proof of proposed directors, one being resident (e.g. passport, driving license, PAN, voters ID card, etc.)

Filing of SPICE+ Form for name availability

List of maximum 2 proposed names
No-Objection Certificate (NOC) from the regulators in case of sectoral approvals like RBI, SEBI, DIPP, etc., as may be applicable
Board resolution or NOC, in case the existing company or LLP already using the proposed name or word along with its certificate of incorporation
Trademark NOC, if applicable

Filing of incorporation form

Residential proof of director-bank statement/ electricity bill/ telephone bill/ mobile bill
Relevant declarations and disclosures of directors
Foreign identity proof, address proof and other documents of foreign origin of director (if applicable)
Principal documents of the company, like memorandum and articles of association, in case of any foreign director
In case of owned premises, the registered document of the title of the premises of the registered office in name of the company
In case of rented premises, copy of lease/rent agreement in the name of company along with NOC from owner for using the premises for the registered office
Proof of premises like bank statement, telephone,water, mobile and electricity bill depicting the address of the premises in the name of the owner

To be noted:

Documents should not be older than 2 months from the date of filing of the e-forms.
All the signed documents coming from outside India should be Notarized (in case of country part of Commonwealth country), or Notarized cum Apostille (in case of country part of Hague Convention), as applicable.
In case of proof, which is in languages other than Hindi / English, the proofs should be translated in Hindi / English from a professional translator carrying his details (name, signature, address) and seal. In the case of foreign nationals, translation done by the notary of home country is also acceptable.

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