Private Limited Company Registration in Kolkata

What is Private Limited Company Registration?

Private Limited Company Registration is the process of legally establishing a company as a separate entity, offering limited liability to its shareholders. This structure is commonly chosen by startups and businesses due to its advantages, such as:

• The ability to raise capital
• Limited personal liability for the owners
• Separate Legal Entity
• Tax Benefits
• Ownership Flexibility
• Credibility & Trust

In a Private Limited Company, the shares are privately held, and the number of shareholders is limited to a maximum of 200, making it an ideal choice for small to medium-sized enterprises (SMEs).

Who Can Register a Private Limited Company?

Here's a breakdown of who can register a private limited company and the private limited company registration eligibility criteria:

• Individuals

  Any individual, including Indian citizens and foreign nationals, can register a private limited company, provided they meet the legal requirements. Must be 18 years and above.
  

• Minimum Requirements

  A minimum of two directors and two shareholders is needed, where one director must be a resident of India.
  

• Legal Entities

  Partnerships or sole proprietorships can convert into a private limited company as well.
  

Benefits of Registering a Private Limited Company in Kolkata

Registering a private limited company in Kolkata offers numerous advantages, making it an ideal choice for entrepreneurs looking to grow their businesses. Here are the key benefits:

• Limited Liability Protection: The shareholders' liability is limited to their share capital, ensuring personal assets remain protected, a crucial advantage of a registered company.
  

• Separate Legal Entity: A private limited company has its own legal identity, which enables it to own property, enter into contracts, and sue or be sued independently from its shareholders.
  

• Credibility and Trust: A registered company in Kolkata enhances trust with customers, vendors, and investors, giving your business a professional and credible image.
  

• Access to Funding: Private limited companies can easily attract investors and venture capital, making it easier to raise funds for growth and expansion.
  

• Perpetual Succession: The company's existence does not depend on the life of its owners or shareholders. It continues to exist until it is legally dissolved.
  

• Tax Benefits: Registered companies can avail themselves of various tax advantages and exemptions, reducing the overall tax burden.
  

• Ease of Transferability: The ownership of a private limited company can be easily transferred by transferring shares, adding flexibility for business restructuring or selling the business.
  

By registering a private limited company in Kolkata, you can unlock the advantages of a registered company and position your business for success in the competitive market.

Documents Required for Registration of Private Limited Company in Kolkata

The necessary documentation to register a private limited company generally comprises:

1. Identity Proof and Address Proof (Passport, Aadhar card, Voter ID, or Driver's Licence) for directors and shareholders.
   

2. Utility bills or Bank Statements as Proof of address.
   

3. Ownership Documents (Electricity Bill or Corporation Tax receipt) in the owner's name, serving as Proof of the Registered Office.
   

4. If the office is not owned by directors, a No Objection Certificate (NOC) from the owner.
   

5. Memorandum of Association (MoA) and Articles of Association (AoA)
   

6. Declaration and Consent Forms for Proposed Directors
   

   • Form DIR-2 (Consent to Act as Director): This is the written consent from the proposed directors agreeing to serve as a director of the company.
     

   • Form INC-9 (Declaration by Directors): A declaration from each proposed director stating they are not disqualified from becoming a director under the Companies Act, 2013.
     

Company Registration Process in Kolkata

Here's a general overview of the company registration process for Private Limited Companies:

• Step 1: Obtain a Digital Signature Certificate (DSC)

  Obtain Digital Signature Certificates (DSCs) for all Directors/Partners/Shareholders.
  

• Step 2: Name Approval Process  using SPICe+ Part A

  Search and reserve a unique company name using SPICe+ Part A. Submit it for the MCA approval. 
  

• Step 3: Apply for Company Registration using SPICe+ Part B

  Upon approval of the chosen name, initiate the incorporation process by providing detailed information about the business structure, registered office, directors, shareholders, and other essential details in the SPICe+ form.
  

• Step 4: Payment

  Pay the required registration fees and stamp duty.
  

• Step 5: Certificate of Incorporation

  Once verified and approved by the Registrar of Companies (RoC), you will receive a Certificate of Incorporation (COI), signifying a successful company registration.
  

• Step 6: Open a Bank Account

  After obtaining the CoI, PAN, and TAN, you can open a bank account in the name of the company to handle its financial transactions.
  

By following these steps, you can successfully register a company in Kolkata, ensuring all legal and regulatory requirements are met.

Selection of a Company Name in Kolkata & Trademark Process

Before initiating the company registration process, it is advisable to conduct a thorough search for company registration name availability to ensure compliance with MCA guidelines for your selected name and mark.

Following this, the subsequent step involves the Trademark Registration process, which bestows exclusive rights and establishes a distinct identity. This process entails choosing a unique trademark, appropriately categorizing it, and submitting an application to the Trademark Registry along with the necessary documentation.

Try our free instant search feature for Company Names, Trademarks, Domain Names, and Social Media Handles associated with your business name. Access a curated repository of accurate data directly retrieved from the Trademark Database, MCA Database, and more – all conveniently accessible!

Searching for a company name?

Check company name availability using our powerful name search tool.

GST Requirements for Business Registration in Kolkata

Goods and Services Tax (GST) is a value-added tax that is levied on the supply of goods and services in India. If you are planning to register a business in Kolkata, you need to comply with GST requirements.

As per the GST law, businesses engaged in the supply of goods or services with an aggregate turnover exceeding the prescribed threshold are required to register for GST.

GST registration of a company becomes mandatory when a business's turnover surpasses ₹40 Lakhs (for goods) and ₹20 Lakhs (for services). Nevertheless, certain businesses are mandated to register, regardless of their turnover being within the predefined threshold. Specifically, all e-commerce operators are required to register under GST, irrespective of their sales turnover.

To initiate GST registration for a private limited company:

• Visit the official GST portal.
• Complete the registration process online.
• Provide the required information, including business details, PAN, Aadhaar, bank account details, and other relevant documents.

Upon successful registration, you will be issued a unique Goods and Services Tax Identification Number (GSTIN)- a 15-digit state-wise identifier for businesses. The first 2 digits of the GSTIN represent the GST code of the state/territory, which for Kolkata (West Bengal) is 19.

Example of GSTIN in Kolkata: 19AAAAP0267H2ZN

Issuing GST-compliant invoices, filing regular GST returns, and claiming Input Tax Credit (ITC) are essential practices for businesses operating under the Goods and Services Tax regime. GST-compliant invoices are not only a legal requirement but also foster transparency, facilitate ITC claims, and help avoid disputes with customers and suppliers. Timely filing of GST returns is crucial for maintaining compliance, avoiding penalties, and ensuring accurate reporting of financial transactions, which is vital for effective cash flow management.

Register Your Business Hassle-free with Razorpay Rize

At Razorpay Rize, our dedicated services aim to streamline and simplify the entire registration procedure, making it accessible and affordable for businesses looking to establish themselves.

Register your Business at just ₹1,499 + Govt. Fee

Register your business

Company Registration Authorities in Kolkata

In Kolkata, the process of registering a company involves interacting with several authorities. Here are the key entities involved in company registration in Kolkata:

1. Ministry of Corporate Affairs (MCA)

   The Ministry of Corporate Affairs is a government ministry responsible for administering the Companies Act and other allied Acts as well as rules and regulations pertaining to corporate affairs. 
   

   The primary objective of the Ministry is to regulate the functioning of companies and ensure transparency and accountability in their operations. The MCA plays a crucial role in the registration, regulation, and dissolution of companies in India.
   

2. Ministry of Micro, Small and Medium Enterprises (MSME)

   The Ministry of Micro, Small and Medium Enterprises (MSME) in India is a government body dedicated to the promotion and development of micro, small, and medium enterprises in the country. 
   

   While not mandatory, opting for MSME/Udyam registration offers various advantages, including tax benefits, simplified business establishment procedures, access to credit facilities, and eligibility for diverse financial incentives and loans.
   

   For businesses engaged in manufacturing, service industries, or wholesale and retail trade, the opportunity to apply for MSME registration is available, depending upon meeting the eligibility criteria based on annual turnover and investment.

3. Registrar of Companies (RoC)

   The Registrar of Companies (RoC) is a government body responsible for the administration and regulation of companies and their affairs in a particular jurisdiction. The RoC operates under the Ministry of Corporate Affairs (MCA) and is a crucial authority involved in the incorporation and ongoing compliance of companies.
   

   The current details of RoC (as of February 2024) for Kolkata: 

   • ROC Kolkata
     Email- roc.kolkata@mca.gov.in 
     Nizam Palace, 2^nd MSO Building, 2^nd Floor, 234/4, A.J.C.B. Road, Kolkata-700020, West Bengal.
     

4. Registrar of Firms (RoF)

   The Registrar of Firms is the government body responsible for maintaining the registration of partnerships and overseeing the regulation of partnership firms. Unlike companies, which are regulated by the Registrar of Companies (RoC) under the Ministry of Corporate Affairs, partnerships are governed by the Registrar of Firms under the jurisdiction of the respective State or Union Territory.
   

5. Government of West Bengal

   The West Bengal state government actively engages with diverse regulatory bodies to formulate and implement industrial policies that have a substantial impact on the registration and growth of businesses.
   

   • The Kolkata Municipal Corporation is responsible for issuing Trade Licences that are essential for businesses, including sole proprietorships, partnerships, companies, etc.  
     

     In the case of Companies/Private Limited Companies, the following documents are to be produced along with the application: Memorandum/Articles of Association; (ii) Declaration in Form No. 32;  Form No. 18; Proof of occupancy. 
     

     In the case of a Partnership Firm, the Partnership deed is to be produced.
     

   • For businesses operating in Kolkata, The Directorate of Commercial Taxes under the Government of West Bengal regulates the registration and implementation of Profession tax under the “West Bengal State Tax on Professions, Trades, Callings and Employments Act, 1979”. 
     

     The application for registration can be made online through the PT_Registration module within 90 days from the date of liability. 
     

   • In accordance with the Indian Partnership Act of 1932, the Government of West Bengal has introduced an online platform for the registration of partnership firms. This portal facilitates the submission of online application forms and online payments, the tracking of application status, and obtaining the final certificate through online processes.
     

   • Shop and commercial establishment owners in Kolkata can register with the Department of Labour to operate legally under the West Bengal Shops And Establishments Act of 1963.
     

6. Income Tax Department

   The Income Tax Department, West Bengal & Sikkim Region oversees the tax-related aspects of businesses, which includes issuing Permanent Account Numbers (PAN), Tax Deduction and Collection Numbers (TAN) and ensuring compliance with income tax regulations.
   

   Businesses in sectors such as insurance, financial services, broadcasting, and defence-related services must secure additional approvals and clearances from specific regulatory bodies like the Reserve Bank of India (RBI), Insurance Regulatory and Development Authority of India (IRDAI), Securities and Exchange Board of India (SEBI), Ministry of Defence, etc. These steps are crucial for ensuring legal and secure operations.
   

Types of Companies You Can Register in Kolkata

In Kolkata, you have the option to register companies based on your business requirements and structural preferences. Here are some commonly chosen types:

1. Private Limited Company: This structure, operating under the regulations of the Companies Act, is often the preferred choice for startups and businesses.

   

   Register your Private Limited Company in just ₹1,499 + Govt. Fee

   Register your business

2. One Person Company (OPC): Tailored for individuals looking to establish a company with limited liability and single ownership.

   

   Register your One Person Company in just ₹1,499 + Govt. Fee

   Register your business

3. Limited Liability Partnership (LLP): Established in accordance with the Limited Liability Act of 2008, an LLP provides limited liability and is commonly favoured by professionals and service providers.

   

   Register your Limited Liability Partnership in just ₹1,499 + Govt. Fee

   Register your business

4. Public Limited Company: A regulated business structure suitable for large multinational corporations, a Public Limited Company issues shares to the public for fundraising.

5. Sole Proprietorship: Ideal for small businesses and freelancers, Sole Proprietorship involves a single owner personally liable for all business obligations.

6. Partnership Firm: As per the Indian Partnership Act, a Partnership is formed when two or more individuals jointly assume responsibilities, share profits, and shoulder liabilities.

What Our Kolkata Founders Say About Us

Checklist for Company Registration in Kolkata

Here’s a checklist for registering a company in Kolkata:

• Choose a Company Name

• Obtain Digital Signature Certificate (DSC)

• Prepare Company Documents

• Fill out and submit SPICe+

• Obtain a Certificate of Incorporation

• Obtain PAN & TAN

• Open a Bank Account

A Closer Look at Kolkata