What is Close Private Limited Company ?
A close private limited company is a type of business entity that is privately held by a small group of shareholders, often family members or close associates. It has limited liability, meaning the owners' personal assets are protected from business debts. The shares of a close private limited company are not publicly traded, and the transfer of shares is typically restricted, allowing the original shareholders to maintain control over the company. This structure is often chosen for its flexibility in management and protection of personal assets.
Benefits
A close private limited company offers several benefits
- Limited Liability : Shareholders' personal assets are protected, as they are only liable for the company's debts up to the amount they invested.
- Control and Flexibility : With a small number of shareholders, decision-making is more streamlined, allowing for quicker and more efficient management.
- Privacy : Unlike public companies, private limited companies do not have to disclose detailed financial information to the public, ensuring a higher level of privacy.
- Tax Advantages : Close private limited companies may benefit from favourable tax rates and can take advantage of various tax planning opportunities.
- Continuity : The company’s existence is not affected by changes in ownership or the death of shareholders, providing long-term stability.
- Ease of Ownership Transfer : While share transfers are restricted, they can be managed internally, allowing existing shareholders to maintain control over who becomes a new shareholder.
Process/Steps
Choose a Company Name
Select a unique name that complies with the MCA guidelines and is available for registration.
Draft MOA & AOA
Prepare the Memorandum of Association (MOA) and Articles of Association (AOA), which outline the company’s objectives and internal rules.
Appoint Directors & Shareholders
Appoint a minimum of 2 directors and 2 shareholders. Obtain DIN (Director Identification Number) and DSC (Digital Signature Certificate) for the directors.
Create Shareholder Agreement
Optionally, create an agreement that defines shareholders' rights, responsibilities, and share transfer restrictions.
Issue Shares
Allocate shares to the initial shareholders based on their investment.
Obtain Licences & Permits
Apply for any required business licenses, such as GST or industry-specific permits.
Register for Taxes
Register for PAN, TAN, and GST (if applicable).
Set Up Records
Maintain statutory records like shareholder lists and meeting minutes.
Open Bank Account
Open a business bank account in the company's name.
Ongoing Compliance
File annual returns, hold AGMs, and maintain regular company records to comply with the Companies Act, 2013.
Documents Required
- MOA & AOA : The Memorandum of Association (MOA) outlines the company’s objectives and share capital, while the Articles of Association (AOA) details internal management rules.
- Shareholder Agreement : Optional, but recommended to define rights, responsibilities, and share transfer rules among shareholders.
- Identification Documents : Proof of identity (passport, driver's license) and address (utility bill, bank statement) for directors, shareholders, and the company secretary (if applicable).
- Incorporation Form (SPICe+) : A completed SPICe+ form, filed with the Ministry of Corporate Affairs (MCA), to provide company and director details.
- Consent to Act as Director : Directors must provide written consent to serve, included in the SPICe+ form.
- Registered Office Proof : Proof of the company’s registered office, such as a lease agreement or utility bill.
- Bank Account Info : Company’s bank account details for financial matters and tax registration.
- Tax Registration : Apply for PAN, TAN, and GST registration (if applicable).
- Licenses & Permits : Industry-specific licenses and permits, if required.
Our Support?
SS AUDITORS can provide valuable support to a closed private limited company in several ways:
- Financial Statement Audits : We can conduct thorough audits of the financial statements to ensure they are accurate, complete, and comply with relevant accounting standards. This helps provide credibility to the company’s financial reports, which can be important for securing loans or attracting investors.
- Internal Controls Assessment : We can assess the effectiveness of the company’s internal controls and processes, identifying weaknesses or risks that could lead to fraud, errors, or inefficiencies. We provide recommendations for strengthening these controls to protect the company’s assets and improve operational efficiency.
- Compliance Audits : We can help the company ensure it complies with applicable laws and regulations, such as tax laws, corporate governance requirements, and industry-specific regulations. This reduces the risk of legal issues and penalties.
- Tax Advisory Services : We often provide tax advisory services, helping the company to optimise its tax position, take advantage of tax incentives, and ensure compliance with tax regulations. This can result in significant cost savings and reduced risk of tax disputes.
- Financial Planning and Analysis : We can assist in financial planning and analysis, offering insights into cash flow management, budgeting, and forecasting. This support helps the company make informed decisions, manage risks, and plan for future growth.
- Fraud Prevention and Detection : We can implement and monitor anti-fraud measures, conduct forensic audits if necessary, and provide training on fraud awareness. This helps safeguard the company against financial misconduct.
- Due Diligence : If the company is considering mergers, acquisitions, or significant investments, we can conduct due diligence to evaluate the financial health and risks of the target entity. This ensures informed decision-making and reduces the likelihood of unforeseen issues.
- Advisory on Corporate Governance : We can offer advice on best practices in corporate governance, helping the company establish strong governance structures that promote transparency, accountability, and ethical business conduct.
- Assistance with Reporting Requirements : we help ensure that the company meets all statutory reporting requirements, such as filing annual returns, tax returns, and other regulatory reports on time.
- Training and Development : We can provide training to the company’s finance team on various aspects of accounting, auditing, and compliance, enhancing the team’s skills and knowledge.
By providing these services, we help a closed private limited company maintain financial integrity, improve operational efficiency, and mitigate risks, ultimately supporting its long-term success and stability.
Frequently Asked Questions
A closed private limited company is a business entity owned by a small group of shareholders, often with restricted share transfers, providing limited liability protection to its owners.
A closed private limited company in India can have a maximum of 200 shareholders, excluding employees holding shares.
No, shares of a closed private limited company are not publicly traded and are usually transferred only with the approval of existing shareholders.
Benefits include limited liability, greater control over the business, privacy, and potential tax advantages.
Whether an audit is mandatory depends on the company's size and jurisdiction, but many choose to undergo audits voluntarily for financial accuracy and credibility.