Overview of Private Limited Company registration in Kolkata, West Bengal
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 Kolkata, West Bengal 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 Kolkata, West Bengal
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 West Bengal
West Bengal is prominently known as the city of joy for its elated personification of culture, enthralling love, hidden mystery, and mouthwatering sweet delicacies. It is located along the Bay of Bengal in the eastern part of the country. This state shares the international boundary with Nepal and Bhutan in the north, Bangladesh in the east, and national boundaries with Odisha in the South-west, Jharkhand in the West, and Bihar in the North-West, Sikkim in the North, and Assam in the North-East. West Bengal is 4th in terms of population and 13th in terms of area in India. The state’s capital is Kolkata, the 3rd largest metropolitical city and the 7th largest in terms of population in India. As per the demographics, Bengalis are the main ethnic group comprising most of the population. There are many languages spoken in this region, but among them, majorly spoken languages are Bengali and English.
West Bengal possesses two world heritage sites and is the country’s 7th most visited tourist destination. This state owns a peerless and diverse geographical division with numerous natural assets, stretching from the Darjeeling mountains of the Himalayans north to the Gangetic plain south. The state shares the ultimate rhythm from exquisite and quiet beaches of the coastal plain to the world’s largest Delta(Sunderbans), which is also known for providing a natural abode for the scarce wild species of Royal Bengal Tigers. This state is known for its traits in unfolded and untold mysteries, rich cultural heritage architecture with the blend of fine arts and embroidery, brilliant folk festivals, traditional customs and rituals, delicious cuisines, and many pleased specialties about this magical land. This state has the ultimate vision to form the home of legendary freedom fighters, sinners, saints, poets, and many others concentrated as the cultural and intellectual hub since pre-colonial times.
The economy of West Bengal is based on agricultural production and small and medium-sized business models. The proportion of Agricultural land in Bihar state is the highest among all Indian states, and this state significantly contributes to India’s Rice harvest. After the economic stagnation for years, in 2020-21, the economy of West Bengal is the 6th largest in the country in terms of gross state domestic product (GSDP). It has India’s 20th highest GSDP per capita. West Bengal state has the 28th highest ranking among the Indian States on Human Development Index. Other service sectors such as trade, finance, insurance, and other related activities have also shown significant growth in the past few years.
Capital- Kolkata
Top Business Idea in West Bengal
As per the study and statistics performed in 2015-16, West Bengal is the 6th largest state (around 140.56 billion USD) that majorly contributes to the Indian economy’s GDP. This state has immense potential in the field of startup vision. Also, the state facilitates robust connectivity to the rest of India by making it one of the most demanding and lucrative platforms for initiating a profitable and productive business. Given below are the list of a top business idea that can bring a change to the realm of the business ecosystem:-
Quick Service Restaurant Business
People of this region of India are real food lovers as the recent study and research show that there is considerable growth in the number of fast-food lovers among the people living in the urban towns and cities of West Bengal. As per the region’s requirement, you should set up or buy a franchise of famous and reputed fast-food brands such as Chickblast, Kathi Junction, KFC, Dominos, etc., in the venture of the pertaining industry.
Florist shop Business
The flower-selling business has seen credible growth in the past few years, especially in West Bengal. However, there are mainly two reasons. The first reason is an increase in the purchasing power of the young generation and the second reason is citizens of this state are religiously hyped. Merely all the festivals in west Bengal are celebrated with pomp and joy, but the inclusion of flowers can fulfill the main essence of the celebrations. Companies like Ferns and Petals, Floralis, etc., offer franchise opportunities in West Bengal. Thereby building a profitable and cost-effective business idea with an optimistic future.
Diagnostic Center Business
A person who has an experience in the field of laboratory science can establish or set up a diagnostic center business idea with a considerable capital amount. These Diagnostic Center business with pathology is one of the most productive and lucrative businesses in the field of medicine and the pharms industry. The awareness of the physician and the increase in the patient’s requirements to take high-quality care services in West Bengal have increased the demand for the best quality diagnostic center. Many companies like Apollo, Thyrocare, etc., are offering franchise opportunities for the investors as per the ease of doing business.
The startup ecosystem in West Bengal
Startups have entered every expected corner of the country. Hence, by breaking many cultural biases and helping the economy to grow. The government of West Bengal has come up with an initiative to facilitate the startup to access the various required resources of the Startup Eco-System in the state. The Startup Bengal initiative majorly assists in stimulating an entrepreneurial environment in the state. The main objective of this initiative is to create an enabling environment to inspire the youth of this state and encourage them to engage with all stakeholders and investors of the Startup to strengthen the start-ups.
A comprehensive startup initiative will support the startups at all stages. These entrepreneurship programs must be added to the curriculum or syllabus of the educational institutions to foster youth to come up with new innovative business ideas. In the past few years, this state has set an example in building an environment that consistently registers new organizations throughout the state. Creating a vibrant and proper framework, including coaching by using the existing business associations like the Indian Institute of Management (IIM) Calcutta, Indian Institute of Technology (IIT) Kharagpur, Council of Scientific and Industrial Research (CSIR) labs in West Bengal, etc., thus the entrepreneurs and investors are the crucial assets as they are an essential tool for economic development and creating job opportunities throughout the state.
Salient Features of a Private Limited Company registered in Kolkata, West Bengal
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 Kolkata, West Bengal
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 Kolkata, West Bengal
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 Kolkata, West Bengal
Step 1-Apply & Obtain Digital Signature Certificate in Kolkata, West Bengal
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 Kolkata, West Bengal
For the purposes of incorporation of a Private Limited Company in Kolkata, West Bengal, 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 Kolkata, West Bengal
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 Kolkata, West Bengal
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 Kolkata, West Bengal
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 Kolkata, West Bengal
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 Kolkata, West Bengal
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 Kolkata, West Bengal
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 Kolkata, West Bengal
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 Kolkata, West Bengal
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 Kolkata, West Bengal
Once you successfully incorporate your private limited company in Kolkata, West Bengal, 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 Kolkata, West Bengal
Therefore, a Private Limited Company registered in Kolkata, West Bengal 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!
