Private Limited Company ( PLC ) v/s LLP

There are many business forms for entrepreneurs to choose from. Two of the most common business forms are Private Limited Company (PLC) and LLP. Let us understand each of these in detail and also take a look at the differences between the two.

What is LLP – Limited Liability Partnership?

A partnership comprising of two or more partners registered with the Ministry of Corporate Affairs under the LLP act, 2008 is known as the Limited Liability Partnership. It is a more preferable form of organization as it provides benefits of private limited and partnership firm. It is a legal entity separated from its partners and all the partners have limited liability up to the contribution made by them and no partner is responsible for the act of another partner.

What is Private Limited Company?

A minimum of two shareholders, who may be individuals or body corporates acting through their representatives, can start the Private Limited registration procedure. Further, the Directors can be same as the shareholders or subscribers to Memorandum of Association as well as Articles of Association (MOA and AOA). Additionally, it protects the members from unlimited liability at the time of loss or closure of company.

A private limited company has all the advantages of a partnership firm like flexibility, greater capital contribution as well as advantages of limited liability, greater stability and legal entity.

LLP v/s PLC

Features LLP PLC
Limit on owners of business There is no limit on maximum partners There is a restriction of not having more than 200 members
Minimum Contribution Requirement There is no minimum capital requirement  Minimum capital requirement of INR 1 Lakh
Cost of Formation Cost of incorporation is approximately INR 8,000 The cost of incorporation varies from INR 6,000 to INR 30,000 depending upon the number of directors, number of members, authorized share capital and member fee
Requirement of Audit Audit is only required if:
  • Contributions of LLP exceed INR 25 Lakhs or, 
  • Annual turnover of LLP exceeds INR 40 Lakhs
Statutory audit is compulsory 
Compliance Burden Only have to file the annual return and a statement of accounts and solvency Approx 8-10 compliances per annum are required to be made

FAQs

Is it compulsory to file Form 3 for every LLP?

Yes it is compulsory for every LLP to file Form3 for LLP Agreement within 30 days of its incorporation.

Who can become a Director in a Private Limited Company?

Any person who is over 18 years of age can be a Director in any Private Limited Company. There are no limitations in terms of citizenship or residency. Therefore, foreign nationals can also be directors in a Private Limited Company incorporated in India.

Whether a partner or designated partner shall contribute in LLP?

While the addition of a partner in LLP, the Partner or Designated Partner may contribute the amount agreed by and between all the partners including present in any form whether tangible or intangible. However, it is not mandatory to bring capital to LLP.

Section 8 Company : Laws Applicable to an NGO

Section 8 Company is a Company Licensed u/s 8 of the Companies Act, 2013. The main purpose of establishing a section 8 company is to promote non-profit objectives. Many of these companies primarily have charitable and non-profit objectives. As a result, it is similar to a Trust or Society. In addition, it intends to apply its profits, if any, or other income in promoting its objects.

Therefore the main objectives of Company registered u/s 8 are:

  • Promoting research,
  • Social welfare,
  • Religion,
  • Charity,
  • Commerce,
  • Art,
  • Science,
  • Sports,
  • Education, etc
Incorporation fees Calculator
Calculate Incorporation fees for Form filing, registration and stamp duty to register your business with MCA in India
Explore
Incorporation fees Calculator
Calculate Incorporation fees for Form filing, registration and stamp duty to register your business with MCA in India
Explore

Laws applicable to an NGO in India

In India, you can register an NGO under any of the following Acts:

  • Trust under Indian Trusts Act, 1882
    • It is not mandatory for a Charitable Trust to obtain registration.
    • Unless the Trust wants to claim income tax exemptions or is based in a state that is governed by the Public Trusts Act.
  • Society under Societies Registration Act 1860
    • A group of seven or more people can form a society.
    • Further, its formation is more complicated than that of trust. But it has more flexibility in terms of regulations.
  • Section 8 Company under Companies Act, 2013
    • Has in its objects the promotion of commerce, art, science, sports, education, research, social welfare, religion, charity, protection of the environment, or any such other object.
    • However, it cannot pay dividends to its members.
    •  Further, these companies also apply their profits towards the furtherance of their cause and do not pay any dividend to their members.
Private Limited Company (PLC) Registration
Let our Experts help you in Online Company Registration. A Private Limited Company is the most popular type of corporate entity in India.
[Rated 4.8 stars by customers like you]
Private Limited Company (PLC) Registration
Let our Experts help you in Online Company Registration. A Private Limited Company is the most popular type of corporate entity in India.
[Rated 4.8 stars by customers like you]

Who Can Form Section 8 Company?

  • Any two or more persons or association of persons (including a partnership firm)
  • Any existing company
  • However One Person Company cannot be a Section 8 Company as per Rule 3(5) of Company Incorporation Rules.

Benefits of Section 8 Company

  • It enjoys exemption from stamp duty for registration
  • Further, donors of the company can avail Tax deduction.
  • Section 8 Companies can be formed with or without share capital. Thus the funds are brought in the form of donation
  • Shareholders can transfer their shares easily.
  • In addition these companies are exempt from keeping any titles or suffix.

FAQs

Can a Company with unlimited liabilities be registered as
a Section 8 Company?

No. Rule 20(1) of the Companies (Incorporation) Rules, 2014
provides that only a limited company registered under this Act or under any previous company law shall make an application to the Registrar for the issue of license. Therefore, a company with unlimited liabilities cannot be registered as a Company u/s 8.

Can Company registered u/s 8 issue redeemable preference shares?

There is restriction in section 8(1) for distribution of profits and payment of any dividend to its members. Therefore the company cannot issue  redeemable preference shares.

Which is more beneficial a trust or company u/s 8?

The cost factor involved in trusts are critically low as compared to a company registered u/s 8 of the Company’s Act. However the transparency in working is very low in trusts as compared to a Company u/s 8. As a result the grant of subsidies to trust is very less as compared to the company registered u/s 8.

Convert Partnership Firm into Private Limited Company (PLC)

The major benefit of registering a Private Limited Company is that it has the status of a separate legal entity that a Partnership firm does not have. Private Limited Company has Limited Liability whereas in the case of partnership firm partners are personally liable for each and every debt. Private Limited structure is more transparent than other business structures. PLC has its own advantages such as Limited Liability, Perpetual Succession, easy access to funds, etc. Convert your Partnership Firm into PLC following the procedure mentioned below.

Private Limited Company (PLC) Registration
Online Company Registration. CS Assisted incorporation of Private Limited Company (PLC) in India.
[Rated 4.8 stars by customers like you]
Private Limited Company (PLC) Registration
Online Company Registration. CS Assisted incorporation of Private Limited Company (PLC) in India.
[Rated 4.8 stars by customers like you]

Pre-requisites to Convert Partnership Firm to PLC

  • Partnership Deed must be registered with ROC.
  • Should have 2 or more partners.
  • NOC from all secured creditors.
  • Further, all partners of the partnership firm shall become shareholders of the company in the same proportion in which their capital accounts stood in the books of the firm on the date of the conversion.
  • Amend Partnership deed – Add clause for conversion in deed, if required
  • In addition, consent of the majority of members by calling a general meeting for conversion.
Incorporation fees Calculator
Calculate Incorporation fees for Form filing, registration and stamp duty to register your business with MCA in India
Explore
Incorporation fees Calculator
Calculate Incorporation fees for Form filing, registration and stamp duty to register your business with MCA in India
Explore

Steps to convert Partnership Firm into PLC

Step by step guide to help you convert Partnership firm into PLC:

  1. Convene a meeting for the Conversion of Partnership Firm Into Private Limited Company

    – To take assent of majority of its partners, not less than three-forth of the partners should be present in person.
    – To authorize two or more partners to take all steps necessary and to execute all papers, deeds, documents etc.

  2. Apply for DSC and DIN for all directors and shareholders of the company.

    Obtain DSC of all directors and shareholders. In addition to that obtain written consent or No Objection Certificate from the secured creditors of the firm, if any.

  3. Obtain name Approval in RUN

    File an application in RUN on the MCA website to obtain the name for the proposed company after conversion. Along with various attachments. Further also stating the proposal for conversion of the partnership firm.

  4. File Form URC-1 along with the necessary attachments with ROC

    File Form URC-1 within 30 days of name approval.

  5. Publish an advertisement in Two Newspaper

    – As per section 374(b) of Companies Act, 2013 firm seeking registration under the provision of Part I of Chapter XXI shall publish an advertisement about registration.
    – Seeking objections, if any within 21 clear days from the date of publication of the notice.
    – The said advertisement shall be in Form No. URC-2.
    – Further, these shall be published in 2 newspapers one in English and other in the principal vernacular language of the district.

  6. Draft MOA and AOA

    Therefore, after obtaining name approval, and approval of E-FORM URC-1 from the Registrar, the applicant is required to draft the Memorandum and Articles of Association and other relevant documents necessary for incorporation.

  7. File necessary forms with ROC

    File INC-32, INC-33, INC-34 and AGILE along with the earlier mentioned forms on MCA Website.

  8. Once the Registrar in satisfied on the basis of documents and information filed by the applicants,

    He shall issue a certificate of incorporation in Form No. INC.11.

  9. Intimate ROC under which it was previously registered.

    Along with documents for its dissolution as a firm

List of documents to be attached

With Form URC-1

  • A list showing the names, addresses, and occupations of all persons named therein as members with details of shares held by them.
  • Also, a list of persons proposed as the first directors of the company.
  • An affidavit from each of the persons proposed as the first directors, that he is not disqualified to be a director under section 164(1). Further that all the documents filed with the Registrar for registration of the company contain correct, complete, and true information to the best of his knowledge and belief.
  • Partnership deed, along with the revised deeds, in case the firm is regd.
  • A statement of assets and liabilities of the partnership firm duly certified by a chartered accountant.
  • Further, a copy of the latest income tax return of the Partnership Firm.
  • A statement specifying the following particulars:
  • The nominal share capital of the company and the division of shares.
  • The number of shares taken and the amount paid on each share.

With Form_INC-32, INC-33, INC-34

FAQs

Is capital gain or stamp duty charged on conversion?

No Capital Gains tax or stamp duty shall be charged on transfer of property from Partnership firm to a Private Limited Company.

What are the minimum capital requirements to convert partnership into private limited?

Following are the minimum requirements:
– Appointment of minimum 2 directors, out of which one must be a resident of India.
– Minimum requirement of 2 shareholders for this registration. Further, an individual may become shareholder and director at the same time.
– A place of business in India must be provided as a regd. office address

Convert Private Limited Company (PLC) into LLP

Lets first understand what is LLP. LLP is governed by Limited Liability Partnership Act- 2008 which came into force from April 1, 2008. It is a combination of both the Company and the Partnership Firm. It is especially suitable for small to medium-sized business enterprises. LLP is a separate legal entity having a minimum of 2 partners. There is no such limit on maximum partners. Consent of all shareholders of Private Limited Company (PLC) is to be taken in order to convert Pvt Ltd into LLP. You Can download forms for conversion from here.

Limited Liability Partnership (LLP) Registration
Let our experts help you register your LLP
[Rated 4.8 stars by customers like you]
Limited Liability Partnership (LLP) Registration
Let our experts help you register your LLP
[Rated 4.8 stars by customers like you]

Procedure to convert Pvt Ltd into LLP

Follow the detail procedure in order to convert Pvt Ltd into LLP:

  1. Obtain DIN for those designated partners who don’t possess DIN already.

    The minimum number of designated partners for the incorporation of an LLP is two. One of them must be an Indian resident.
    Further, it is important to apply for a DSC before applying for the DIN.

  2. The board meeting will be required to be held to consider the proposal of conversion.

    The board resolution is to be passed for Conversion of Company into LLP. And to approve any director to Apply for Name of LLP.

  3. File an application for name availability with ROC.

    The company will have to apply for a reservation of the name of LLP.
    And get the name Approval Certificate from ROC.

  4. Once you get name approval, file Incorporation E Form FiLLiP with ROC.

    File E Form FiLLiP along with information and details on MCA Portal.

  5. File Form 18 with ROC for conversion of company into an LLP.

    Form 18 needs to be filed with form for incorporation itself.
    It needs to be filed along with following attachments:
    1. Statement of the consent of shareholders (Mandatory).
    2. Statement of accounts of the company certified as true and correct by the independent auditor.
    3. List of all the secured creditors along with their consent.
    4. Copy of acknowledgement of latest income tax return (Mandatory).

  6. Once you comply with all the formalities, and receive approval by the Ministry.

    ROC will issue COI as to the conversion of LLP

  7. After that, draft LLP agreement.

    Further file E-Form 3 along with information about the LLP Agreement entered into between the partners.
    File this form within 30 days from the date of conversion of the company into an LLP.

  8. File E- Form 14 (Intimation to ROC) within 15 days from date of conversion.

    Along with the following attachments:
    1. Copy of Certificate of Incorporation (COI) of LLP.
    2. Submit Copy of incorporation document in E-Form FiLLiP to ROC.

FAQs

What are the effects of conversion?

The following are some of the effects of conversion :
1. The private company is dissolved after conversion.
2. The name of the PLC will remove from the register of the ROC.
3. The conversion will not affect existing liabilities, obligations,etc
4. It shall also no affect agreements, contracts and continued employment.
Company has to intimate all the authorities concerned about the conversion. Further make necessary changes in all the registrations and licenses.

Why is LLP better than company?

The following are some of benefits of LLP:
1. There is no limit to the number of partners, which is not so in case of private companies.
2. There is no compulsion on holding a minimum number of meetings and maintaining statutory records.
3. No requirement of minimum contribution
4. No requirement of compulsory Audit

Can an LLP retain profits?

There is no option in an LLP to retain Profits of following year unlike other companies. Therefore all profits made must be distributed in the same financial year.

Conversion of Private Limited Company to Public Limited Company

Let us first understand what is a public and private limited company. Public Limited Company is a separate legal business entity. In addition the shares of this company are traded on the stock exchange for the general public. Whereas Private owners own a private limited company. This type of entity limits the owner’s liability to their ownership stake. Further PLC also restricts shareholders from publicly trading shares. The main advantage of Public Company is that it can raise reserves on a large scale. Here are benefits when you convert PLC into a Public Limited Company.

Incorporation fees Calculator
Calculate Incorporation fees for Form filing, registration and stamp duty to register your business with MCA in India
Explore
Incorporation fees Calculator
Calculate Incorporation fees for Form filing, registration and stamp duty to register your business with MCA in India
Explore

Benefits of Public Limited Company:

  • Raising Capital: The biggest advantage of being a Public Limited Company is that it can raise capital from the public by issuing shares. However, this would require listing on the stock exchange.
  • Share Transfer: Shareholders can transfer shares of Public Limited Company easily. Therefore shareholders have a benefit of liquidity by filing the share transfer form and hand over the share certificate to the buyer.
  • Greater Credibility: As per Company Law, 2013 a Public Company has to compulsorily present its financial stats and position publicly to maintain transparency. It also has to convene the Annual General Meeting for all the shareholders. These compliances bring a great deal of credibility.
  • Other Financial Opportunities: Listing of Public Limited Company helps in improving the creditworthiness of the company when issuing corporate debt.

The process to convert Private Limited Company(PLC) into Public Limited Company

Here is a detail procedure for voluntary conversion of Private Limited Company into Public Limited Company:

  1. Conduct a Board Meeting.

    Pass a Board Resolution to get the in-principal approval of Directors for conversion. And also for increase in number of directors upto 3, if directors are less than 3.
    Further fix date, day and time for conducting Extra-ordinary General Meeting to get an approval of shareholders.

  2. Send notice to shareholders along with agenda and explanatory statement as per Companies Act, 2013.

    In EGM, pass Special Resolution to get shareholders approval for Conversion of Private Company into a Public company. In addition obtain approval for alteration in the Articles of Association for such conversion.

  3. For alteration in AOA file the below forms along with the copy of special resolution with concerned ROC.

    File Form MGT-14 within 30 days of passing the resolution at EGM on the MCA Website.
    After that file E-Form INC 27 for conversion of the company with MCA along with necessary attachments.

  4. After receiving the documents, ROC shall satisfy itself that the company has complied with requisite provision for conversion.

    Further which ROC shall enclose the previous registration and issue a fresh Certificate of Incorporation.

FAQs

Who controls a Public Limited Company?

Shareholders are the owners of a public limited company. However, they elect a board of directors who make decisions on behalf of the business.

Why would a private company (PLC) change to a public company?

Shares in a public company are easily transferable in comparison to the PLC. Further the shareholders can sell the shares and benefit from its liquidity. Therefore this acts as an incentive for people to invest as they are not bound to remain with the company forever.

What are the requirements in order to convert into Public Limited Company?

The company should fulfill the following requirements before converting into Public Limited Company:
– DSC for 1 Director
– Minimum 7 Shareholders
– DIN for all directors
– Minimum Authorized Share Capital of Rs 5 lakhs
– Minimum Paid up Share Capital of Rs.5 lakhs
– Director and shareholder can be the same person
– Minimum 3 Directors

What are the Documents required for conversion of PLC to Public Company?

Following are the documents required for conversion:
– Copy of PAN Card of Directors
– Passport size photograph of Directors
– Copy of Aadhaar Card/ Voter identity card
– Copy of Rent agreement, if property is on rent.
– Electricity/ Water bill (Business Place)
– Copy of Property papers (If owned property)
– In addition to rent agreement NOC of Landlord

Process for Conversion of an OPC into Private Limited Company

Conversion of an OPC to Private Limited Company can be voluntarily or by compulsion. In both the cases, there is a need to follow proper procedure. And shall require necessary alterations in the MOA and AOA of the OPC. However, it may be noted that the conversion of an OPC into a Private Limited Company as per Section 18 of the Companies Act, 2013 and the rules of Companies (Incorporation) Rules of 2014, shall not affect the existing debts, liabilities, obligations or contracts of the OPC. In addition, these will inevitably be discharged by the newly formed private limited company. Further, there may be two scenarios to convert OPC into Pvt Ltd Company.

  1. Compulsory Conversion
  2. Voluntary Conversion
Private Limited Company (PLC) Registration
Online Company Registration. A Private Limited Company is the most popular type of corporate entity in India.
[Rated 4.8 stars by customers like you]
Private Limited Company (PLC) Registration
Online Company Registration. A Private Limited Company is the most popular type of corporate entity in India.
[Rated 4.8 stars by customers like you]

Compulsory Conversion of an OPC into Pvt Ltd

It is mandatory for an OPC to convert into a Pvt Ltd Company within 6 months if it surpasses the below-given parameters:

  1. Paid up share capital of an OPC exceeds Rs.50 lakhs and
  2. Average annual turnover of immediately preceding three consecutive financial years exceeds 2 crores.

During the conversion, the members have to just pass a special resolution in the general meeting. Further, obtain No Objection Certificate from creditors and other members before passing the resolution.

Process for Compulsory Conversion

  1. Convene a general meeting and pass Resolution for increase in the number of Directors and shareholders.
  2. For converting an OPC to a Private Limited Company, there should be at least 2 shareholders and 2 directors.
  3. Furthermore, shareholders shall pass a resolution for approving the alteration of the Memorandum of Association (MOA) and Articles of Association (AOA) of the OPC.
  4. File E- form INC-5 with ROC within 60 days of exceeding threshold limits, informing that it has ceased to be OPC. And now it requires to convert itself into a private company.
  5. Further file E-Form INC-6 on the MCA Website within 6 months of conversion.
Incorporation fees Calculator
Calculate Incorporation fees for Form filing, registration and stamp duty to register your business with MCA in India
Explore
Incorporation fees Calculator
Calculate Incorporation fees for Form filing, registration and stamp duty to register your business with MCA in India
Explore

Voluntary Conversion

  • OPC cannot convert itself into a Private Limited Company for a period of two years from the date of incorporation.
  • Further when two year time period is over OPC can apply for converting itself into Private Limited Company.
  • OPC has to communicate voluntary conversion to a ROC in Form INC-5 within sixty days.
  • For conversion pass a resolution to increase the number of directors and shareholders.
  • For converting to a private limited company, OPC should have minimum of 2 directors and 2 members.

FAQs

Can OPC appoint Members before to meet the minimum compliance requirement of Private Company before conversion?

No, the One Person Company can have only one member and therefore the Company cannot increase the members before conversion. However, after conversion, it shall increase the number of members to meet the minimum compliance requirement.

What is the effect after conversion of OPC to a private limited company on the liabilities of previous company?

The conversion shall not affect, the liabilities, debts or obligation of the company in any way. Therefore, the company shall be liable for all its previous obligations.

MCA Portal : Track Payment Status

There are two payment options on the MCA Portal after eForm is uploaded successfully. You can select Pay Now option and make payment immediately or you can select Pay Later option. Uploaded eForm will be processed only once payment of fees is done. You can use Track Payment Status service to check the payment status of uploaded eForm or to download the paid challan copy.

Steps to Track Payment Status: MCA Portal

  1. Go to MCA Portal

    Click on MCA Services > Fee and Payment Services > Track Payment Status

  2. Enter the SRN of the uploaded eForm. Click on the Submit.

    In the Track Payment Search Box, enter the SRN Number, and click Submit.

  3. The status will appear. No action is required if the payment status is Paid.

    And you can download the copy of eForm Challan/Receipt/Acknowledgement by clicking on it.

If the payment status is Not Paid. You can go to Pay Later services to make payment of fees.

FAQs

How can I download MCA Paid Challan?

You can download the copy of challan using Track Payment Status service of MCA. Following are the steps to download MCA paid challan:

– Go to mca.gov.in,
– Go to MCA Services > Fee and Payment Services > Track Payment Status,
– Enter SRN of uploaded eForm and click Submit,
– Click on copy of eForm Challan/Receipt/Acknowledgement to download copy of Paid Challan.

What are the different mode available for making MCA fees payment?

The different modes of payment available are:
– Credit card/ Debit Card (Pay online)
– Challan (Generate the Challan online, fill it and deposit it off-line at an authorized bank branch)
– NEFT
– Net Banking (Pay online)

Which Banks provide a Net Banking Payment facility for making MCA Payments?

Net banking payment facility of following bank is available on MCA Portal
– State Bank of India
– Punjab National bank
– ICICI Bank
– HDFC Bank
– Union Bank of India
– Indian Bank
– Union Bank of India

MGT-14 : Filing of Resolution/Agreement with ROC

Companies are incorporated with the Ministry Of Corporate Affairs (MCA) in India. And the activities of incorporated companies are monitored by the Registrar of Company (ROC). MGT-14 is used to file certain resolutions and agreement passed at the meeting of the Board of Directors/Shareholders/Creditors of the company. The following documents of a company can be filed with the ROC via MGT-14:

  • Resolution(s),
  • Agreement(s),
  • Postal Ballet Resolution(s) under section 110,
  • Proposed resolution under section 94(1).

Who can file MGT-14?

MGT-14 can be filed by any company incorporated under the Companies Act 2013/Companies Act 1956 for the following events/transactions:

  • Alteration of MOA,
  • Private Placement in the company,
  • Alteration of AOA,
  • Alteration of Object Clause of the company,
  • Change in objects of the company in case the company has a un-utilised amount of money raised through the issue of the prospectus,
  • Conversion from private to public company,
  • Conversion from the public to a private company,
  • Issue further shares to persons (whether or not including existing shareholders or employees),
  • Issue of further shares to employees under a scheme of employees’ stock option,
  • Reclassification of Shares of the company,
  • Issue of sweat equity shares
  • To apply to a court to wind- up the company
  • Issue of Global Depository Receipts in any foreign country
  • Voluntary winding up of the company under section 304,

Information Required to file MGT-14

The following information is required to file MGT-14:

  • CIN of the company,
  • Type of Event,
  • Date of Notice and Date of Passing Resolution for an event,
  • Details of the resolution/agreement passed on that event,
  • Supporting/Attachments.

Steps to file MGT-14

  1. Access the MCA Portal

    Go to mca.gov.in, and login with your Credentials for filing MGT – 14

  2. Login to your account

    Next, Login to your account on MCA by entering your credentials there.

  3. Click on Upload e-Forms

    You will find a option to upload e-forms there. click on that option.

  4. Click Normal Forms > Browse

    Click on Normal Forms and click on Browse to upload saved MGT-14.

  5. Save SRN & make payment.

    Once the form is uploaded successfully, SRN (Service Request Number) will be generated. Save the SRN to make payment of form fees. The form will be processed once the payment of form fees is done.

MGT-14 gets processed by the authority concerned and not by Straight Through Process. Hence an email will be sent to the company once form gets successfully processed.
Tip
MGT-14 gets processed by the authority concerned and not by Straight Through Process. Hence an email will be sent to the company once form gets successfully processed.

Fee of MGT-14

MGT-14 needs to be filed within 30 days from the date of passing the resolution/agreement. In the case of IFSC MGT-14 needs to be filed within 60 days. The fee of form depends on the company capital structure:

  • A company having a share capital,
  • A company not having a share capital.

In the case of a company having a share capital

Nominal Share Capital Fee Applicable
Less than 1,00,000 INR. 200
1,00,000 to 4,99,999 INR. 300
5,00,000 to 24,99,999 INR. 400
25,00,000 to 99,99,999 INR. 500
1,00,00,000 or more INR. 600

In the case of a company not having a share capital

Fee Applicable
Rupees INR. 200 per document

Additional Fees

Period of Delays All Forms
Up to 30 days 2 times of normal fees
More than 30 days and up to 60 days 4 times of normal fees
More than 60 days and up to 90 days 6 times of normal fees
More than 90 days and up to 180 days 10 times of normal fees
More than 180 days 12 times of normal fees

Additional fees are applicable when a form is filed after 30 days from the event date. In the case of IFSC, additional fees will be applicable after 60 days from the date of the event.

FAQs

Who needs to file MGT-14?

MGT-14 needs to be filed by all the companies for the following resolutions:
> Board Resolution passed by the company other than Private Limited Company,
> Special Resolution passed by all the company.

Can I file one MGT-14 for all the events/agreement of the company?

No. For each event/agreement, separate MGT-14 needs to be filed with the ROC.

When should MGT 14 be filed?

eForm MGT 14 needs to be filed with the ROC within 30 days from the date of passing of resolution or formulating the agreement

Form GNL-2 : Submission of Documents with ROC

Companies are incorporated with the Ministry Of Corporate Affairs (MCA) in India. And the activities of incorporated companies are monitored by the Registrar of Company (ROC). The companies need to file certain documents with the ROC in the normal course of business. Form GNL-2 can be filed when there is no prescribed eform available for filing that document. It is commonly used by the companies for the following:

  • Submitting Prospectus of Company before the fresh issue of shares,
  • Submitting Offer Letter (PAS-4) in case of Private Placement,
  • Furnishing Circular for inviting deposits in the company,
Ask an Expert (Incorporation)
Talk to an expert via call, whatsapp or messages. Ask questions about different types of entity, which entity to incorporate, different compliance involved, etc.
[Rated 4.8 stars by customers like you]
Ask an Expert (Incorporation)
Talk to an expert via call, whatsapp or messages. Ask questions about different types of entity, which entity to incorporate, different compliance involved, etc.
[Rated 4.8 stars by customers like you]

Who can file GNL-2?

Form GNL-2 can be filed by any company incorporated under the Companies Act 2013/Companies Act 1956 for the following transactions:

  • Prospectus
  • Information Memorandum
  • Private placement offer letter
  • Record of a private placement offer to be kept by the company
  • Circular for inviting deposits
  • Circular in the form of advertisement for inviting deposits
  • Form 149 of the Companies (Court) Rules, 1959
  • Form 152 of the Companies (Court) Rules, 1959
  • Form 153 of the Companies (Court) Rules, 1959
  • Form 154 of the Companies (Court) Rules, 1959
  • Form 156 of the Companies (Court) Rules, 1959
  • Form 157 of the Companies (Court) Rules, 1959
  • Form 158 of the Companies (Court) Rules, 1959
  • Form 159 of the Companies (Court) Rules, 1959
  • Others

Information Required to file GNL-2

The following information is required for filing GNL-2:

  • CIN of the company,
  • Type of Document to be filed with GNL-2,
  • Details of the documents being filed,
  • Date of event,
  • Date of passing resolution relating to the document,
  • Supporting Attachments i.e, copy of prospectus or copy of private placement offer letter.

Steps to file GNL-2

  1. Access MCA Portal.

    Go to the MCA Portal and Login with your credentials.

  2. Click on Upload e-Forms

    On the MCA Portal, click on My Workspace and then click on Upload e-Forms.

  3. Upload the saved GNL-2.

    Click on Normal Forms and click on Browse to upload the saved GNL-2 File.

  4. Save the SRN to make payment of form fees.

    Once the form is uploaded successfully, SRN (Service Request Number) will be generated. Save the SRN to make payment of form fees. The form will be processed once the payment of form fees is done.

Form GNL-2 gets processed by the authority concerned and not by Straight Through Process. Hence an email will be sent to the company once form gets successfully processed.
Tip
Form GNL-2 gets processed by the authority concerned and not by Straight Through Process. Hence an email will be sent to the company once form gets successfully processed.

Fee of GNL-2

Form GNL-2 needs to be filed within 30 days from the event date. The fees are applicable based on the capital structure of the company:

  • In the case of a company having a share capital,
  • In the case of a company not having a share capital.

In the case of a company having a share capital

Nominal Share CapitalFee Applicable
Less than 1,00,000INR. 200
1,00,000 to 4,99,999INR. 300
5,00,000 to 24,99,999INR. 400
25,00,000 to 99,99,999INR. 500
1,00,00,000 or moreINR. 600

In the case of a company not having a share capital

Fee Applicable
Rupees INR. 200 per document

Additional Fees

Period of DelaysAll Forms
Up to 30 days2 times of normal fees
More than 30 days and up to 60 days4 times of normal fees
More than 60 days and up to 90 days6 times of normal fees
More than 90 days and up to 180 days10 times of normal fees
More than 180 days12 times of normal fees

Additional fees are applicable when a form is filed after 30 days from the event date.

FAQs

Is Form GNL-2 required to be filed if new e-form PAS-6 for filing private placement offer letter (PAS-4) and record of private placement(PAS-5) is filed?

No need to file GNL -2. Instead only PAS-6 need to be filed

In case of appointment of Auditor for the A.Y. 2014-15, which Form is required to be filed?

ADT – 1 i.e notice to the ROC by company for the appointment of Auditors is required to be filed as an annexure to GNL-2

What documents are to be annexed while uploading Form GNL-2?

Annex the ADT 1 (Digitally Signed)+ Resolution Copy + Letter from Auditor in the optional attachment tab of the GNL-2 and submit it to ROC

Form DIR-2 : Consent to act as Director of Company

Every individual who wishes to become a director needs to provide a declaration for Appointment and Qualification in form DIR-2. Form DIR-2 is the consent to act as a director of the proposed company. It contains details of DIN/ PAN, Name, Address, Contact Details, Occupation Details of each director of a company. It is a mandatory attachment while filing SPICe INC-32 on MCA Portal.

Incorporation of Company
Need help with Registering Company? Let an Expert help you
[Rated 4.8 stars by customers like you]
Incorporation of Company
Need help with Registering Company? Let an Expert help you
[Rated 4.8 stars by customers like you]

Form DIR-2 – Director Consent : Information required

The following information of the director is reported in Form DIR-2:

  • DIN / PAN of the director,
  • Full Name,
  • Father’s Name,
  • Address,
  • Email,
  • Mobile Number,
  • Nationality,
  • No. of companies in which the director is involved,
  • Particulars of Membership in case of professionals.

Who needs to attach DIR-2?

All the proposed companies should attach Form DIR-2 while filing SPICe INC-32 on MCA Portal. Individuals who wish to act as a director of the proposed company needs to provide DIR-2.

Only Directors of the proposed company needs to provide DIR-2. First Subscibers need not provide DIR-2
Tip
Only Directors of the proposed company needs to provide DIR-2. First Subscibers need not provide DIR-2

Notarized and Apostilled DIR-2 is only required in case of NRI Director.

Form DIR-2 – Director Consent

When to attach Form DIR-2?

DIR-2 needs to be filed as an attachment to SPICe INC-32. Hence it needs to be signed by the director before the filing of SPICe INC-32.

Download DIR-2 - Director Consent
Download Consent Form DIR-2
Download
Download DIR-2 - Director Consent
Download Consent Form DIR-2
Download

Steps to Attach DIR-2

Since this is an attachment of SPICe INC-32. You first need to gather Declaration from all the Directors of the company. Create a single PDF file of the same. And follow the below steps.

  1. Open SPICe Form INC-32

    Open the SPICe Form INC-32 – form for incorporation of company

  2. Navigate to Attachments

    Go to Attachments, click on Attach against Declaration by first subscriber(s) and director(s)

Make sure to optimize the size of the PDF file. Since there is a limitation of 6MB for each form uploaded on MCA Portal
Tip
Make sure to optimize the size of the PDF file. Since there is a limitation of 6MB for each form uploaded on MCA Portal

FAQs

Are the documents required to be Notarised and Apostilled for the incorporation of a company in case of an overseas Subscriber and Director?

The documents has to notarize before the Notary of such country and the certificate of the Notary shall be authenticated by a Diplomatic or Consular Officer empowered in this behalf under Section 3 of the Diplomatic and Consular Officers Act, 1948. attested by Public Notary and authenticated by the Indian Embassy in the country of residence.

Is it mandatory to appoint a Resident Director in a Company?

Yes, there is a mandatory requirement to appoint at least One Resident Director in a Company. Section 149(3) of the Companies Act. 2013 states that every company should have at least one director who has stayed in India for a total period of not less than 182 days in the Financial Year.