Head Automation & Dev Ops at Thomson Reuters
Bankok169 Restaurant Chain
Director-CR, ICFAI Business School
Oregon Health & Science University, USA
Anuradha Timbers International
A comprehensive list of frequently asked questions on Private Limited Company & LLP Registration.
A Private Limited Company has a minimum of two Directors. Maximum number of members that a Private Limited Company can have is 50. Total capital of such a company is formed with shares and every shareholder. Pvt Ltd Company all its transactions should be audited. The name of such a company ends with the words 'Private Limited'.
DIN, Directors Identification Number, it is an identification number issued to a Director or a prospective Director of a Company by the Ministry of Corporate Affairs, Government of India. To obtain a DIN, one needs to make an online application to the Ministry of Corporate Affairs and submit the required documents related to Identity and Address Proof. Once the Ministry verifies these documents, the DIN will be allotted to the person.
MOA is a document containing the charter of a company and fundamental objectives which the company seeks to achieve. The registration of a company depends fundamentally on how effectively the MOA is framed.
Articles of Association (AOA) contain the guidelines and other rules and regulations to regulate the internal management of the company.
Companies incorporated under the Companies Act, 1956 are required to e-file the Registrar of Companies (RoC)
Every company having a share capital shall, within 60 days from the date of each Annual General Meeting file annual return with the Registrar of Companies (RoC) under e-form 20B.
Every company not having share capital shall, within 60 days from the day on which Annual General Meeting is held, prepare and file with the Registrar a return under e-Form 21A.
|Balance-Sheet||Form 23AC to be filed by all Companies|
|Profit & Loss Account||Form 23ACA to be filed by all Companies|
|Annual Return||Form 20B to be filed by Companies having share capital|
|Annual Return||Form 21A to be filed by companies not having share capital|
|Compliance Certificate||Form 66 to be filed by Companies having paid up capital of Rs.10 lakh to Rs. 5 crore|
Private limited company should be considered for business raising funds, requires greater compliance, with few of tax advantages. In LLP it is for non-scalable businesses with fewer compliance and tax advantages. And in OPC it is for sole entrepreneur who requires the higher compliance with minimal tax advantages and start-up costs.
Those differentiations are important for the business in India. As they all are somehow interlinked with each other, but the difference among them can be made upon the various features. Initially, the private limited company and OPC are governed by Companies Act 2013 but LLP is governed by Limited Liability Act 2008. They all are the separate legal entity, but their capital contribution is different. The capital contribution is minimum Rs. 1 lakh and for OPC too, but there is no prescribed limit for LLP.
The number of Directors among private limited company is minimum 2 Directors, one has to be resident, in case of LLP, they also have 2 designated partners, one has to be resident but in OPC, there is only 1 resident director. When it comes for the audit among all these, it is compulsory in private limited company and OPC, but in case of LLP, no annual audit if turnover is less than 40 lakhs and the capital contribution is less than 25 lakhs. But they all have the limited liability. With regard to conversion, private limited company can be converted into public liability company and LLP but LLP can’t be converted into OPC, and private limited company lastly OPC can be converted into public liability company and private limited company.
Another differentiation among all those is with the foreign ownership. In private limited company it is allowed but in LLP ownership can be allowed but with due permission from reserve bank of India and foreign investment department and similarly in OPC too.
Now another concept is with the taxation, in private limited company, LLP and OPC the tax rate is 30% on profit plus cess and surcharge. And with the annual filing in private limited company and LLP income tax return and annual statement of accounts and return is required to be filled with registrar of the company. In OPC one person is required to file its income tax return and annual statements of accounts with the registrar.
The Companies Act states that every company shall hold an annual general meeting in each financial year and the gap between two AGMs shall not be more than 15 months and financial Statement shall lay in AGMs of that financial year.
A copy of financial statement including consolidated financial statement if any ,which has been adopted at AGMs shall be filed with ROC in e-form AOC-4 within 30 days of date of AGMs . Further every Company will file its Annual Return i.e. e-form MGT-7 within 60 days of holding of Annual General Meeting or if AGM is not held for any reason then form must be filed along with reason for not holding it . Annual Return will be for the period 1st April to 31st March. Every Listed Companies or a company having paid up Share capital of minimum Rs.10 crore or turnover of minimum Rs. 50 crore shall be certified by Practicing Company Secretary, and the certificate shall be in form MGT-8. Moreover MGT-8 is required to be attached in MGT-7
Statutory Auditor As per Law Company has to appoint its first auditor within 30 days from the date of incorporation. If board of directors are not able to appoint then it has to be appointed within 90 days Tax Auditor As per the Income-tax Act 1961, it is obligatory of the following persons (carrying on business or profession) to get his accounts audited before the Oct 17th by a Chartered Accountant.
If the company fails to file annual return with the Registrar of Companies (RoC) within specified time (i.e. within 60 days from the date of Annual General Meeting) the company shall be liable to pay additional fees till the default continues.
|Up to 30 days||2 times i.e. RS.600|
|Up to 60 days||4 times i.e. RS.1200|
|Up to 90 days||6 times i.e. RS.1800|
|More than 90days||9 times i.e. RS.2700|