Overview of Private Limited Company registration in Bangalore, Karnataka
Starting a business of your own could be an exciting as well as a nerve-wracking situation for you, after all, it’s a big responsibility. However, at the same time, it is highly recommended for you pick a business structure that could allow you maximum benefits and save your energy to focus on growing your business. Therefore, for someone who believes in starting small & make their way upward is one of the highly recommended ways to start a private limited in India.
A private limited company registered in Bangalore, Karnataka is a popular business structure that is especially relevant for smaller companies & start-ups who are with higher risk and growth aspirations. It comes with multifarious benefits like limited liability, separate legal existence, better credibility, and ease in raising external funds. Unlike a partnership firm or an LLP, the day-to-day affairs of a company are managed by the directors of the Private Limited Company.
Definition of Private Limited Company in Bangalore, Karnataka
Section 2(68) of the Companies Act 2013 describes, a Private Limited Company as a company that-
- Places a restriction in its articles of association regarding the transfer of shares.
- Limits the total number of members to up to two hundred.
Therefore, in the case of a private limited company, the number of total shareholders cannot be more than 200 at a time, and the transfer of shares is restricted to be traded among the public in general. Therefore, a private limited company is essentially suitable for smaller companies.
Private Limited Company registration in Karnataka
Located in the South-Western region of India, Karnataka was formed in 1956 with the passage of the ‘State Reorganisation Act.’ Earlier the state was known as Mysore, but in 1973 it was renamed Karnataka. The bordering states of Karnataka are Goa, Maharashtra, Telangana, Andhra Pradesh, Tamil Nadu, and Kerala. Demographically Karnataka is the 8th largest state by population, with a population density of 319 people per square kilometer.
The sex ratio of the state is 973 females per thousand males. Kannad is the state’s official language, and the other minority languages spoken in Karnataka are Urdu, Konkani, Marathi, Tullu, Tamil, Telugu, Malayalam, Kodava, and Beary. Even there are some villages in Karnataka where Sanskrit is primarily spoken. The word Karnataka is derived from the Kannada words Karu and Nadu, meaning elevated land; some people also interpret the meaning of Karu Nadu as Black region. The state is called the black region because of the black cotton soil found in the Bayalu Seeme region of Karnataka.
The economy of Karnataka is the sixth-largest economy in India, and it ranks 9th in the state human development index of India. The state is the manufacturing hub for some of the largest public sector industries in India, including – Hindustan Aeronautics Limited, National Aerospace Laboratories, Bharat Earth Movers Limited, Bharat Heavy Electricals Limited, etc. – these public sector industries are based in Bangalore.
Besides this, many of India’s premier science and technology research centers, including – the Central Powers Research Institute, the Indian Space Research Organisation, Bharat Electronics Limited, and Central Food Technological Research Institute, are also headquartered in Karnataka. The majority of the silk industry in India also has its base in Karnataka. India is agricultural land and Karnataka is no exception in this case. Agriculture-related activities are the primary sources of income in Karnataka, as nearly 56% of the workforce in Karnataka is directly or indirectly engaged in agriculture or agriculture-related activities.
Capital- Bangalore
The startup ecosystem in Karnataka
With the sixth-largest economy in India, Karnataka has one of the most mature startup ecosystems in India; that’s why Bengaluru, situated in Karnataka, is known as the startup capital of India. The state government has taken multiple initiatives to encourage startups and build a conducive startup ecosystem in the state. Karnataka was the top performer in the startup ranking exercise 2018 conducted by the department of industrial policy and promotion.
In November 2015, the Government of Karnataka launched its startup policy. The key features of the policy are as follows: –
According to the startup policy of Karnataka, the government will assist in setting up TBIs in institutions of high learning.
The state government would support the private sector so that they can set up incubation centers and accelerators or expand existing facilities and operations.
According to the startup policy of the Karnataka government, the state shall maintain a list of common instrumentation facilities present across the state.
To encourage and set up a robust startup ecosystem, the state government provides funding in the form of a Grant-in-aid to innovators. The funding will be up to 50 lakh rupees and will be provided to the innovators and businessmen who need early-stage funding.
According to the startup policy of Karnataka, the new age incubation scheme that is currently in execution at engineering colleges will be expanded to all the professional & post-graduate institutions in tier-two cities.
Startup ideas in Karnataka
Food delivery business
Food delivery services are highly required in the urban areas of Karnataka. The state has a large working population that orders online food, thus expanding the scope of food delivery services. If you are good at managing people and organizing the workforce, then you should try your hands at food delivery services in Karnataka.
Translation agency
Karnataka is popularly known as the byte-basket of the country for attracting huge foreign investors. For sealing business deals, the investors meet with the companies, but language is a barrier. The inflow of investors for business deals has opened various opportunities for multilingual people. Translators are required to overcome the language barrier; thus, opening a translation agency is an ideal business idea in Karnataka.
Organic food business
People are getting more health-conscious daily, and they are looking for more organic foods and items, thus expanding the scope of the organic food business. To establish an organic food business in Karnataka, you need to grow good quality organic food and sell them to the suppliers. Organic farming is different from normal agriculture, so you have to invest extra money and effort in setting up an organic food business. Once this business is set up, you will make huge profits because nowadays, people are getting more health-conscious and do not mind spending extra money on organic food.
Food processing business
The state is predicted to become the leading food processing hub in India. The food processing industry of Karnataka is undoubtedly on the threshold of demand-led growth in the country. Karnataka has ten agro-climatic zones, and its land topography is also suitable for agriculture, making it one of India’s most agriculturally diverse states. More agriculture means a rise in demand for food processing units; thus, establishing a food processing business in Karnataka can help you make huge profits.
Disposable plates business
Today everything is made of plastic. Setting up disposable cutlery and plates built from banana leaves is a good business idea in Karnataka. Honestly, disposable cutleries and containers are part of our daily life; we use them regularly. Plastic cups and plates are heavily used; we use them even after knowing they harm our environment. People do want to bring a change, but they don’t know the alternative to plastic.
Karnataka has a lot of banana trees, which means that the raw material is locally available for setting up disposable plates and cutlery made from banana leaves. By setting up this business, you will make a profit and contribute to a cleaner and greener environment. This business needs a considerable amount of investment, but once it is established, it will help you make huge profits.
Salient Features of a Private Limited Company registered in Bangalore, Karnataka
Upper Ceiling for Members
The Companies Act 2013 provides that in order to incorporate a Private Limited Company there must be at least two members who shall subscribe their names to the MOA of the company, while the maximum number of members cannot go beyond 200.
Number of directors
Again, as per the Act 2013, it shall be compulsory for every Private Limited Company to have at least two directors out of which one should be a resident director i.e. who resides for at least 182 days in India in the previous year.
Body Corporate
A Private Limited Company is a body corporate having a separate legal status in the eyes of the law, which enjoys limited liability for its members, perpetual succession & separate property from its members. Limited Liability, which means that whenever the company is insolvent or facing losses, the members of the company shall not be liable to pay beyond their agreed amount of contribution.
Unique Name & Suffix‘
Every proposed Private Limited Company must have a unique name that signifies the object or nature of the business. Further, it shall be compulsory for every Private Limited Company to add the suffix ‘private limited’ after its name in every official letter and publication.
Index of members
Since the number of members in a Private Limited Company is limited, a Private Limited Company doesn’t necessarily need to maintain an index of its members as per the Act.
Eligibility Criteria for Private Limited Company Registration in Bangalore, Karnataka
i. Minimum amount of shareholders & directors- For the purpose of starting a private limited company, there must be at least two members who subscribe to the Memorandum of Association of the company and at least two directors on its board. There cannot be more than 200 members in a Private Limited Company.
ii. Resident Director- The another requirement to incorporate a Private Limited Company in India is out of the minimum of two directors in the company, there must be at least one director who is a resident of India in the previous financial year, which means that such director must have resided for at least 182 days during the immediately preceding year irrespective of their citizenship. Such a director shall be primarily responsible for managing applicable compliances on time.
iii. Registered Office Address- As per the Companies Act 2013, every company should have a registered office within a period of 30 days from the date of incorporation for all official communication purposes, for which a proof of address must be produced within such time to the MCA. Further, within a period of 30 days, the company needs to have a registered office address and proof of address must be submitted online.
iv. Legal Object- The proposed Private Limited Company shall only be incorporated for legal purposes and not with an aim to pose any threat or misuse or harm the society. The legal object of the proposed company should be expressed clearly in the object clause of the drafted Memorandum of Association (MOA) of the company.
v. DIN for all Directors- As provided under sections 153 and 154 of the Companies Act, 2013, it is compulsory for every individual who wishes to become a director to hold a unique Director Identification Number or DIN, which could either be made by filling form DIR-3 or along with the incorporation form SPICe+ with MCA.
vi. Digital Signature Certificate (DSC)- As the whole process of registration has been made completely online, the directors of the proposed company must verify the genuineness of the documents by signing them digitally. For this, they are required to acquire a Digital Signature Certificate from any government-approved certifying authority, a list of which is available on the MCA portal.
vii. Certificate of Compliance- Further, the proposed company shall also be required to submit a certificate of compliance from a professional such as a CA/CS/CMA, signifying that all the requirements related to incorporation have been genuinely fulfilled.
Benefits of incorporating a Private Limited Company in Bangalore, Karnataka
Limited Liability of Shareholders
Unlike a sole proprietorship firm or a partnership firm, a Private Limited Company offers the benefit of liability to its members. In simple words, the debts and assets of a company are separate from its members, thus in the event, the company goes through losses or debts, the personal assets of the members are protected from such debts and could only be responsible till their agreed amount of contribution.
Separate Legal Existence
A Private Limited Company enjoys a separate legal status that can hold its own assets or liabilities, enter into contracts or sue them, and even has perpetual existence that will continue to live despite any death or disability of its members.
Clear Distinction between Management and Ownership
In a Private Limited Company, there is a clear distinction between management & ownership of the company. Since the day-to-day affairs are handled by the management, the directors are responsible for its functioning, while the ownership of the business is vested in the shareholders which prevents clashes & promote growth.
Ease in Raising Funds
Holding a highly legally business structure, banks & financial institutions prefer to issue loans to Companies as they come with benefits such as ease in transfer of ownership & limited liability to its members. VC firms, angel investors, & HNIs consider it safer to invest in a private limited company than any other business entity.
Credibility
Companies incorporated with the Registrar of Companies (ROC) under the Companies Act 2013, are subject to periodical compliances and even submit a copy of financial statements & annual returns providing a clear picture of the affairs of the company.
Process of Private Limited Company Registration in Bangalore, Karnataka
Step 1-Apply & Obtain Digital Signature Certificate in Bangalore, Karnataka
As a first step, the applicant company needs to apply for a Class 3 category digital signature certificate from a government-recognized certifying authority, the list of the government-approved authorities provided in the portal of the Ministry of Corporate Affairs. Having a DSC is compulsory because it enables the applicant company to sign & e-verify its documents & attachments online.
Step 2-Application for the Allotment of the Director Identification Number in Bangalore, Karnataka
For the purposes of incorporation of a Private Limited Company in Bangalore, Karnataka, at least two directors must possess a DIN. A DIN could be applied in two ways-
i. File e-form DIR-3 for the allotment of DIN in Bangalore, Karnataka
For a director who wishes to become a director in an existing company can make an application for allotment of DIN in e-form DIR -3 from the MCA portal. The applicant director will be required to attach certain documents like proof of identification such as PAN, Aadhaar Card, etc, & proof of residence.
ii. Apply for DIN through the incorporation form SPICe+ in Bangalore, Karnataka
With the effect of a notification that arrived on 23.02.2020, in the case of a new Private Limited Company, DIN could be applied to up to three directors along with the incorporation form SPICe+ form.
Step 3-File & Submit the form for Incorporation on the MCA portal in Bangalore, Karnataka
Launched in the year 2020, the SPICe+ is a web-based integrated company incorporation form that has been launched as a result of joint efforts of 3 Central Govt Ministries & Departments. (Ministry of Corporate Affairs, Ministry of Labour & Department of Revenue in the Ministry of Finance) and One State Government (Maharashtra), with an intent to promote ‘Ease of Doing Business.
It comes in two parts –Part A & Part B, which offer 10 services thereby saving time, energy & costs and easing the process of registration.
Part A of the SPICe+ includes – Reservation of Unique Name (RUN) in Bangalore, Karnataka
Part A of the SPICe+ is the Reservation of the unique name for the proposed applicant name, which could be used for either the incorporation of a new company or for changing the name of an existing company. However, it is advised not to choose any name which is prohibited under the National Emblems Act 1950. Further, the applicant company needs to ensure that the chosen name doesn’t infringe the trademark of any existing company.
Once Part A is completed, the user has to choose the process further-
- Submit for name reservation by making payment of a fee;
- Proceed further to fill Part B or
- Cancel
Part B of the form contains-
- Application for DIN allotment;
- Application for PAN and TAN;
- Application for EPFO registration;
- Application for ESIC registration;
- Application for Professional tax registration (only for the state of Maharashtra);
- Application for allotment of GSTIN allotment;
- Application to open a business bank account
For filling all these above forms, the prescribed application forms have to be downloaded in a PDF format, filled, thoroughly checked and verified, and digitally signed before finally submitting the forms along with required documents & attachments.
The MCA has also relaxed the requirement related to payment of any fee for incorporation till the authorized capital up to Rs. 10Lakhs of authorized capital.
Step 4- Filling & Submission of MOA & AOA in Bangalore, Karnataka
Memorandum & Articles of Association (MOA & AOA) are the primary documents of the company aimed for the purpose of laying bye-rules & regulations of the proposed company in dealing with its external as well as internal matters in its day-to-day working. The format for MOA & AOA has been prescribed in the form e- MoA (INC-33) and e-AoA (INC-34) respectively. After putting digital signatures by the subscribers to the Memorandum and Articles of Association, they could be submitted to the portal for final submission.
Step 5-Approval & Obtaining a Certificate of Incorporation (COI) in Bangalore, Karnataka
After the verification of the application form, the approval authority will verify the documents & attachments and will grant the Certificate of incorporation which will be the ultimate evidence of approval of registration. The Certificate of Incorporation will be in pdf format with other certificates such as TAN, PAN & GSTIN certificates in the registered email address.
Documents Required for Private Limited Company Registration in Bangalore, Karnataka
Documents of prospective members & Directors
i. Copy of ID proof such as Aadhaar, PAN card, Driving License, etc.
ii. Proof of Residence- All the proposed members & directors shall be required to submit a copy of a valid proof of residence that could be any of the documents such as a Voter’s ID/ Passport, Driver’s license / Aadhaar Card. However, the details related to the name in the proof of residence & PAN should exactly be the same. If there is any mismatch in details, it should be corrected before submission to RoC
iii. Copy of utility Bills- Copy of utility bills to verify the address proof which may include documents such as the latest bank statement, telephone bill, mobile bill, electricity bill, gas bill, etc.
iv. Passport-sized photographs on white background with specimen signature (blank document with signature [directors only])
Documents of prospective Private Limited Company Registration in Bangalore, Karnataka
i. Proof of registered Address- Every Private Limited Company needs to submit identification proof for the registered address of the company during registration or within 30 days of its incorporation. In case the property is an owned property or purchased, a copy of the sale deed shall be required to be attached. On the other hand, if it’s rented, a copy of the rental agreement or lease deed should be submitted instead.
ii. In case the property is rented, a copy of NOC from the owner expressing no objection over the use of the property should be attached.
iii. Copy of the Utility bills of the registered office such as electricity or telephone bills. However, these Utility bills should not be older than more than 2 months.
Post Compliances after Incorporation in Bangalore, Karnataka
Once you successfully incorporate your private limited company in Bangalore, Karnataka, you need to be careful of the post-incorporation compliances, failing to fulfill which could lead to hefty penalties. Provided below are some of the key post incorporation that has been provided below-
i. Verification of the Registered Office Address- Every Private Limited Company must submit proof of registered office in e-form INC 22 within 30 days of the incorporation of the Private Limited Company. The e-form should be accompanied by all the required necessary documents & attachments.
ii. Certificate of Commencement of Business through INC 20 A- Next, the Private Limited Company must obtain a certificate of commencement of business by making an application by submitting within 180 days from the date of incorporation to the effect that each subscriber to the memorandum has consented to the share value taken by them.
iii. Appointment of First Auditor- Further, the Private Limited Company needs to appoint its first statutory auditor before the first Annual General Meeting of the Company, who will hold office till the sixth AGM until and unless he receives ratification or resignation concerning registration.
iv. Board Meetings- It shall be compulsory for every Private Limited Company to conduct at least two Board meetings in a financial year. It is also be noted that for every board meeting minutes should be prepared and maintained in the minute book of the Company. Further, the directors of a private limited shall attend the Board meetings.
v. Disclosure of Interest- It shall be compulsory for all the directors of the company to disclose any conflicting interest before the first Board Meeting of the company in e-form MBP-1.
vi. Annual Financial Statements- Finally, it shall be necessary for every Private Limited Company to file annual financial statements in the e-form AOC 4 every year within 30 days of the end of the Annual General Meeting.
Conclusion of Private Limited Company registration in Bangalore, Karnataka
Therefore, a Private Limited Company registered in Bangalore, Karnataka offers various benefits such as the benefit limited liability and perpetual succession procedural flexibility to its directors to manage their internal organization & manage their business efficiently. Further, the process of a Private Limited Company limited registration has been simplified under Ease of Doing Business which could be completed in four-five steps. Complete your process of private limited company registration & start your journey today!
