Rated 4.9/5 by 312+ Chennai clientsZero penalty record across all filings24-hour response · WhatsApp-first supportOffices: Maduravoyal, Nerkundram & Nolambur (upcoming)15+ years of expert tax & compliance consulting500+ active clients across 243 Chennai areasRated 4.9/5 by 312+ Chennai clientsZero penalty record across all filings24-hour response · WhatsApp-first supportOffices: Maduravoyal, Nerkundram & Nolambur (upcoming)15+ years of expert tax & compliance consulting500+ active clients across 243 Chennai areas
Sembium mixed residential industrial businesses · Pvt Ltd specialists

Pvt Ltd Company Registration for Sembium (PIN 600011)

the cluster of light manufacturing, logistics, residential businesses that defines Sembium's commercial fabric — backed by a 15+ year track record

Handling Pvt Ltd Company Registration for Sembium and Perambur clients by qualified experts with a 15+ year, zero-penalty record. Call 9566-068-468.

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312+ Reviews
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500+ Clients
Quick Answer

What follows if the INC-20A commencement filing is missed beyond the 180-day window in Sembium, Chennai?

Section 10A(2) crystallises a fifty-thousand-rupee penalty against the company plus one thousand rupees per day on every officer in default, capped at one lakh rupees. Section 10A(3) read with Section 248(1)(d) gives the Registrar standing to launch strike-off proceedings where the declaration sits unfiled past the statutory deadline and there is no reasonable basis to believe the entity has actually started business. The substance of the declaration is twofold — confirmation that subscribers have remitted their committed share value, and confirmation that the registered office has been verified. Targeting day 150 for lodgement leaves room for retrieval if a query arises.

Transparent Pricing

Pvt Ltd Company Registration in Sembium — Plans & Pricing

Fixed fees · Zero hidden charges · Call 9566-068-468 for a custom quote.

MonthlyAnnualSave 2 Months
Basic
SPICe+ Part A & Part B basic
₹7,500one-time

  • SPICe+ Part A Name Reservation (2 names)
  • SPICe+ Part B Incorporation Filing
  • e-MOA (INC-33) and e-AOA (INC-34) Drafting
  • INC-9 Auto-Generated Declaration
  • Up to 2 Directors and 2 Shareholders
  • Single Registered Office Verification
  • PAN and TAN Allotment
  • DIN for New Directors
  • INC-20A Commencement Filing
  • Custom MOA AOA Drafting
  • Authorised Capital: Up to ₹1 lakh
  • Foreign Director Apostille
  • Multi-Class Share Structure
  • Certificate of Incorporation Delivery
  • WhatsApp Document Pickup
Starter
DIN allotment & commencement
₹12,500one-time

  • SPICe+ Part A Name Reservation (2 names)
  • SPICe+ Part B Incorporation Filing
  • e-MOA (INC-33) and e-AOA (INC-34) Drafting
  • INC-9 Auto-Generated Declaration
  • Up to 3 Directors and 3 Shareholders
  • Single Registered Office Verification
  • PAN and TAN Allotment
  • DIN Allotment for New Directors (up to 3)
  • INC-20A Commencement of Business Filing
  • Custom MOA AOA Drafting
  • Authorised Capital: Up to ₹10 lakh
  • Foreign Director Apostille
  • Multi-Class Share Structure
  • Certificate of Incorporation Delivery
  • WhatsApp Document Pickup
Most Popular ⭐
Professional
Custom MOA AOA + 90-day compliance
₹25,000/month
Annual: ₹300,000₹25,000 (Save ₹275,000)

  • SPICe+ Part A Name Reservation (2 names)
  • SPICe+ Part B Incorporation Filing
  • Custom Drafted MOA & AOA (Table F entrenched)
  • INC-9 Auto-Generated Declaration
  • Up to 5 Directors and 5 Shareholders
  • Single Registered Office Verification
  • PAN and TAN Allotment
  • DIN Allotment for New Directors (up to 5)
  • INC-20A Commencement of Business Filing
  • First Board Meeting Minutes (Section 173)
  • First Auditor Appointment (Section 139(6))
  • Share Allotment & Share Certificates (SH-1)
  • Statutory Registers (MBP-1
Premium
Foreign director + investor-ready
₹65,000/month
Annual: ₹780,000₹65,000 (Save ₹715,000)

  • SPICe+ Part A Name Reservation (2 names)
  • SPICe+ Part B Incorporation Filing
  • Custom Drafted MOA & AOA with Entrenchment (Section 5(3))
  • INC-9 Auto-Generated Declaration
  • Up to 7 Directors and 7 Shareholders
  • Single Registered Office Verification
  • PAN and TAN Allotment
  • DIN Allotment for New Directors (up to 7)
  • INC-20A Commencement of Business Filing
  • First Board Meeting Minutes (Section 173)
  • First Auditor Appointment (Section 139(6))
  • Share Allotment & Share Certificates (SH-1)
  • Statutory Registers (MBP-1

Swipe to see all plans

Prices exclude GST. For enterprise pricing, call 9566-068-468.

Why FilingPro?

Why Sembium Clients Choose FilingPro

Expert Pvt Ltd in Sembium — qualified professionals, 15+ years experience, zero-penalty track record.

Investor-Ready Multi-Class Share Structure

For Sembium startups planning institutional fundraising, the AOA is drafted with provisions for equity, preference and Compulsorily Convertible Preference Shares (CCPS) including conversion mechanics, anti-dilution and liquidation preference — saving an MGT-14 amendment exercise at the time of investor closing.

15+ Years Companies Act Practice

FilingPro's incorporation practice has filed under both Companies Act 1956 and 2013 regimes. The transition from INC-7 (under 1956 Act and early 2013 Act) to SPICe (Oct 2016) to SPICe+ (Feb 2020) has been navigated continuously — institutional familiarity with each form, each rule and each Registrar expectation.

Companies Act 2013 Practice Depth

Our incorporation team handles the entire lifecycle, from SPICe+ submission through INC-20A commencement, annual filings, MGT-14 amendments, Section 233 fast-track mergers and Section 248 strike-off and Section 252 revival applications. The same hands that incorporate the company can defend it years later.

Rule 38 Resubmission Cycle Avoidance

Common Rule 38 queries — vague object clauses, stale utility bills, NOC defects, DSC-DIN PAN mismatch — are screened against our internal checklist before submission. The result is clean first-pass approval for the substantial majority of our incorporation files, sparing founders the resubmission delay.

Section 12 Office Verification Readiness

Where the Registrar exercises Section 12(9) physical verification powers, the registered office must be capable of receiving and acknowledging communications. The address proof, signage, and a responsible person being present are coordinated, so verification passes without triggering Section 248(1)(d) strike-off.

MOA Object Tested Against Regulated Sectors

Object clauses are screened against the registration regimes administered by the Reserve Bank, the insurance regulator, the securities regulator, and the Nidhi rules under Section 406. Founders avoid the awkward scenario of an inadvertent NBFC characterisation or a Nidhi misclassification.

Key Benefits

What Sembium Clients Get

Every Pvt Ltd Company Registration engagement delivers measurable, guaranteed outcomes — expert professionals, on time, every time.

EPFO ESIC Optional GST and Bank Account
EPFO and ESIC numbers are mandatorily allotted through AGILE-PRO-S irrespective of employee count. GSTIN is allotted on opt-in. Bank account opening in an empanelled bank is initiated for Sembium clients during the same window.
Section 4(1) Compliant MOA
Object clauses framed in plain language confined to the intended business. NBFC, Nidhi, Insurance, Banking, Stock Broking and Microfinance overlaps are surgically excluded — no sectoral regulator NOC inadvertently required for Sembium clients.
Section 5(3) Entrenchment Where Needed
Articles of Association drafted with entrenchment provisions where Sembium promoters require higher-than-special-resolution procedure for share transfer restrictions, director nominations or capital alterations — investor-ready structure from day one.
Class 3 DSC for All Signatories
Every subscriber, director and certifying professional is procured a Class 3 DSC. DSC PAN/name matched against DIN PAN/name before INC-32/33/34 affixation — leading cause of SPICe+ rejection eliminated.
Section 12 Registered Office Verification
Registered office documented with utility bill, property tax receipt and owner NOC. Where address is intimated post-incorporation, INC-22 filed within 30 days of incorporation under Rule 25 — Section 12(9) physical verification passed cleanly.
Section 10A INC-20A Within 180 Days
INC-20A commencement of business declaration filed within 180 days of incorporation under Rule 23A. Sembium clients on Professional and Premium plans never face ₹50,000 company penalty or Section 248(1)(d) strike-off.
Comparison

Private Limited vs LLP

Why this matters here — Sembium businesses operate where the business activity radiating outward from Sembium Industrial Estate and nearby commercial pockets, and with quick access via Sembium Bus Stop and feeder routes connecting Sembium to the rest of Chennai.

AspectPrivate LimitedLLP
Minimum subscribersTwo subscribers and two directors at incorporation under Section 3(1)(b) and Section 149(1)(a); cap of two hundred members per Section 2(68)(ii)Two designated partners at incorporation under Section 7(1) of the LLP Act with no upper cap on the number of partners
Charter documentsMemorandum of Association in Table A to F of Schedule I and Articles of Association in Table F drafted with the SPICe+ INC-33 and INC-34 e-MoA / e-AoALLP Agreement filed in Form 3 within 30 days of incorporation under Rule 21 of the LLP Rules 2009; the LLP Act default provisions of the First Schedule apply if no agreement
Capital architectureAuthorised and paid-up share capital concept; subscriber declaration in INC-9 and INC-32 captures paid-up capital; stamp duty payable State-wise on the authorised amountContribution-based architecture under Section 32 LLP Act; no concept of share capital; contribution may be tangible or intangible and is recorded in the LLP Agreement
Director / partner thresholdMinimum two directors and maximum fifteen directors under Section 149(1); at least one resident director per Section 149(3); independent director not mandatedMinimum two designated partners with one resident designated partner under Section 7(1) proviso; no upper cap; DPIN allotted via Form DIR-3 equivalent through FiLLiP
Compliance loadAnnual filing of AOC-4 and MGT-7 under Sections 137 and 92; statutory audit mandatory regardless of turnover per Section 139; board meetings under Section 173 at quarterly intervalsAnnual filing of Form 8 and Form 11; audit triggered only if turnover exceeds ₹40 lakh or contribution exceeds ₹25 lakh under Rule 24(8) of the LLP Rules
Taxation regimeDomestic company rate of 25 per cent under Section 115BA / 22 per cent under Section 115BAA / 15 per cent for new manufacturing under Section 115BAB; MAT under Section 115JB on book profit at 15 per centFlat 30 per cent income tax under Section 167 of the Income Tax Act read with the First Schedule to the Finance Act; AMT at 18.5 per cent under Section 115JC; no dividend distribution layer
Distribution to ownersDividend declared under Section 123 taxed in shareholder's hands after Finance Act 2020 abolished DDT; subject to TDS under Section 194 at 10 per cent above ₹5,000Profit share to partners is exempt in partner hands under Section 10(2A); remuneration to working partners deductible to the LLP subject to Section 40(b) ceilings
External funding opticsPreferred vehicle for venture capital, FDI and ESOP issuance; rights issue under Section 62 and private placement under Section 42 are well-codifiedFDI permitted only under the automatic route in sectors with no performance-linked conditions per Press Note 1 of 2011; not preferred by institutional investors
Director qualification disabilityDirectors face Section 164 disqualification on non-filing of financial statements for three consecutive years or on conviction-based grounds in Section 164(1)No equivalent Section 164 trigger; designated partner disqualification is limited to the narrow grounds under Section 7(2) and partner-misconduct provisions of Section 30 LLP Act
Strike-off pathwaySuo motu strike-off by Registrar under Section 248(1) for two-year non-operation, or voluntary strike-off under Section 248(2) by filing STK-2 with prescribed declarationsVoluntary strike-off via Form 24 under Rule 37 of the LLP Rules 2009 after the LLP has discontinued business; simpler procedure than Section 248
Conversion flexibilityConversion to LLP permitted under Section 56 LLP Act and Third Schedule subject to no security on assets and consent of all shareholders and creditorsConversion to private limited under Section 366 of the Companies Act 2013 via Form URC-1; requires minimum seven partners or restructuring of partner base before conversion
Statutory anchorSection 2(68) read with Section 7 of the Companies Act 2013; incorporation via SPICe+ under Rule 38 of the Companies (Incorporation) Rules 2014Limited Liability Partnership Act 2008 read with Section 11 LLP Act and Rules 11 to 19 of the LLP Rules 2009; incorporation via FiLLiP
Documents Required

Documents for Pvt Ltd Company Registration

Share documents via WhatsApp to 9566-068-468. No office visit required for Sembium clients.

PAN of every proposed director and subscriber (mandatory; foreign nationals submit passport)
Aadhaar of every Indian-resident director and subscriber for e-KYC and DIN linkage
Recent passport-size photograph of every proposed director and subscriber, JPEG format
Address proof of registered office — utility bill (electricity/gas/landline) not older than two months, plus property tax receipt or registered lease/rent agreement
No-Objection Certificate from the owner of the registered office premises permitting use as registered office, signed and dated
MOA and AOA draft — object clauses, capital structure (authorised, subscribed, paid-up), entrenchment provisions if any under Section 5(3)
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Statutory Deadlines

Compliance deadlines that matter

Miss any of these and the next consequence kicks in automatically.

Deadlines in this neighbourhood — Sembium businesses operate where the cluster of light manufacturing, logistics, residential businesses that defines Sembium's commercial fabric.

Trigger eventDaysFormConsequence
Approval of name through SPICe+ Part A20 daysSPICe+ Part BName reservation lapses under Rule 9 and a fresh SPICe+ Part A with fresh fee is required
Date of incorporation of a company having share capital180 daysINC-20APenalty of fifty thousand rupees on the company and one thousand rupees per day per officer in default up to one lakh under Section 10A; Registrar may strike off the name
Date of incorporation where registered office address was not included in SPICe+30 daysINC-22Penalty under Section 12(8) of one thousand rupees per day up to one lakh on company and every officer in default
Date of incorporation — first board meeting30 daysInternal minutes registerSection 173(1) compliance default; directors exposed to ₹25,000 fine for non-holding
Date of incorporation — commencement of business declaration180 daysINC-20ASection 10A(3) penalty of ₹50,000 on company and ₹1,000 per day on each officer in default capped at ₹1 lakh; striking-off risk
Close of first financial year — financial statement filing30 daysAOC-4 (filed within 30 days of AGM)Section 137(3) penalty of ₹10,000 on company plus ₹100 per day continuing default capped at ₹2 lakh on company and ₹50,000 on every officer in default
Appointment of first auditor by the Board15 daysADT-1Although Section 139(6) read with Rule 4 does not strictly mandate ADT-1 for first auditor, the MCA portal practice is to file it; non-filing creates audit-trail issues at first AGM
Date of incorporation — appointment of first auditor30 daysADT-1 (within 15 days of board appointment)Board loses power; members must appoint within next 90 days under Section 139(6)

Deadline pressure points we see in Sembium: Closer to Sembium, for Sembium units balancing production cycles with monthly GST and quarterly TDS compliance.

Forms Library

Forms used in this engagement

INC-9Declaration by Subscribers and First Directors

Self-declaration by every subscriber to the memorandum and every first director that he is not convicted of any offence in connection with promotion, formation or management of any company, and that all documents filed with the Registrar contain correct information

Linked filing with SPICe+ Part B Auto-generated as PDF along with SPICe+ Part B
INC-13Memorandum of Association for Section 8 Company

Prescribed format of memorandum for companies licensed under Section 8 with charitable objects; not used for ordinary private limited companies, which use the eMoA INC-33 instead

Filed at the time of Section 8 incorporation Central Registration Centre
INC-33eMemorandum of Association

Electronic memorandum of association in Table A to E format applicable to the proposed company, signed by subscribers using DSC; this is the standard MOA for private limited incorporation

Linked filing with SPICe+ Part B Central Registration Centre, MCA portal
INC-34eArticles of Association

Electronic articles of association adopting Table F of Schedule I with modifications, signed by subscribers using DSC; carries entrenchment provisions where applicable

Linked filing with SPICe+ Part B Central Registration Centre, MCA portal
INC-11Certificate of Incorporation

System-generated Certificate of Incorporation issued by the Registrar of Companies on approval of SPICe+ Part B, carrying the Corporate Identity Number, date of incorporation, PAN and TAN

Auto-issued on approval of SPICe+ Part B Registrar of Companies (output document)
INC-20ADeclaration for Commencement of Business

Declaration by a director that every subscriber has paid the value of shares subscribed and that verification of registered office under Section 12(2) has been filed, supported by bank statement evidencing subscription money

Within 180 days of incorporation Registrar of Companies
INC-22Notice of Situation or Change of Situation of Registered Office

Filed to verify the registered office address where the same was not declared in SPICe+, or on any subsequent change of registered office, supported by utility bill and NOC from owner

Within 30 days of incorporation or change Registrar of Companies
DIR-2Consent to Act as Director

Written consent by every person proposed for first directorship to act as director, attached to SPICe+ Part B; failure renders the appointment void ab initio

Before incorporation Filed with the company, attached to SPICe+ Part B

Pvt Ltd Company Registration in Sembium, Chennai 600011

Because PIN 600011 sits inside the Chennai North jurisdiction, the handling office for Sembium stays consistent across years, which matters when filings or approvals span cycles. Sembium is a mixed residential and light industrial pocket adjacent to Perambur with small-scale manufacturing and logistics units. Records we prepare for Sembium carry the geo-zone 600xx tag and coordinates 13.1267, 80.2511, which map each submission back to this locality. Statutory correspondence for Sembium businesses routes through the Perambur Division, so we align every Pvt Ltd Company Registration engagement to that jurisdiction from the start.

Freight and foot traffic from the Sembium Bus Stop hub pull steady daily commerce through Sembium, so there is rarely a quiet filing month in this mixed residential industrial pocket. Working in Sembium brings a logistical edge: proximity to MKB Nagar and the Sembium Bus Stop corridor keeps physical document handling fast. Sembium sustains a medium flow of commerce for a mixed residential industrial locality, and that flow is the raw material for the Pvt Ltd files we close here. Commercial activity in Sembium runs medium, so Pvt Ltd volumes scale through peak months and we staff the Sembium desk accordingly.

The business mix in Sembium centres on retail, and that sector carries its own Pvt Ltd Company Registration quirks we plan for in advance. The retail character of Sembium commerce influences everything from invoice formats to the supporting documents a Pvt Ltd Company Registration review needs. Because Sembium hosts a cluster of retail businesses, we benchmark each new Pvt Ltd Company Registration engagement against patterns we already track for the locality. We have closed enough Pvt Ltd Company Registration files for retail firms near Sembium to know where the department usually probes.

Document intake for Sembium clients runs over WhatsApp, so there is no office visit and no paper shuffle for a Pvt Ltd Company Registration engagement. Every Pvt Ltd file we open for Sembium is reconciled, reviewed by a qualified practitioner, and archived for seven years. A Sembium client sees the same Pvt Ltd cadence each cycle: intake, reconciliation, review, filing, acknowledgement. Working papers for Sembium Pvt Ltd Company Registration engagements stay archived and retrievable, which makes any later notice or query straightforward to answer.

From the same Sembium team we also serve Kolathur and other nearby localities without re-onboarding clients. We treat Sembium and Kolathur as one catchment for Pvt Ltd Company Registration, which keeps documentation and turnaround consistent. Coverage from Sembium naturally extends to Kolathur, so group entities across the area share one Pvt Ltd Company Registration workflow. Group companies spread across Sembium and Kolathur consolidate their Pvt Ltd under one engagement with us.

Common patterns in the Perambur Division give Sembium businesses an early-warning map we use to pre-empt Pvt Ltd issues. Recurring gaps in Sembium light manufacturing records are the first thing our Pvt Ltd Company Registration review closes out. Patterns we track for Sembium include light manufacturing documentation gaps, timing mismatches, and the questions the Perambur Division tends to raise. Over several cycles in Sembium, the recurring Pvt Ltd Company Registration issues cluster around a predictable short list we screen for early.

For a new business incorporating in Sembium or shifting its principal place of business here, Pvt Ltd Company Registration setup is one of the first things to get right. Relocating a registered office into Sembium (PIN 600011) changes the assessing division, and we handle that Pvt Ltd Company Registration transition cleanly. A startup setting up near Sembium Industrial Estate in Sembium gets a Pvt Ltd foundation built for the Perambur Division from day one. Shifting principal place of business to Sembium means updating jurisdiction to the Chennai North, and we manage the paperwork end-to-end.

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Years Experience
500+
Active Clients
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Penalty Instances
Expert Guide

Pvt Ltd Company Registration in Sembium — Complete Guide

Promoters approaching us for a private limited entity receive a structured path through the Companies Act 2013, beginning with a Rule 8 distinctness check and ending with the certificate landing on WhatsApp. Object clauses are tightened against sectoral overlap, capital structure is calibrated to founder runway, and director residency is verified before any form is keyed.

Private Limited Company Registration in Sembium, Chennai

SPICe+ Part A and Part B incorporation under Section 7 of the Companies Act 2013 for Sembium promoters, with DIN, PAN, TAN, EPFO, ESIC and bank account in one integrated window.

Company Registration Consultant in Sembium — Companies Act 2013

A practising professional in Sembium certifies SPICe+, drafts e-MOA and e-AOA in INC-33 and INC-34, and ensures Section 12 registered office verification and Section 10A INC-20A commencement filing within statutory windows.

MOA AOA Drafting and DIN Allotment in Sembium

Object clauses in the MOA are framed against Section 4(1)(c) without overlap into Section 8 charitable activities or regulated sectors needing sectoral NOC. DIN allotment under Section 153 is processed concurrently through SPICe+ for Sembium first directors.

INC-20A Commencement Compliance for Sembium Companies

Section 10A read with Rule 23A requires INC-20A to be filed within 180 days of incorporation declaring receipt of subscription money and registered office verification. Default attracts ₹50,000 company penalty and Section 248(1)(d) strike-off risk.

Get Expert Help Today
Qualified professionals handle your Pvt Ltd in Sembium. WhatsApp documents — we begin within 24 hours. From ₹7,500/one-time. Free consultation.
WhatsApp for Free Consultation Call @ 9566-068-468
From ₹7,500/one-time
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Offices at Maduravoyal, Nerkundram & Nolambur (upcoming)
Key Facts — Pvt Ltd Company Registration in Sembium
SPICe+ Part A — two name proposals filed at ₹1,000 fee with Rule 8 distinctness check; reservation valid for 20 days for Sembium promoters.
SPICe+ Part B integrated with AGILE-PRO-S — DIN, PAN, TAN, EPFO, ESIC, Profession Tax and bank account allotted in one filing window.
e-MOA in INC-33 with Section 4(1) compliant Name, Registered Office, Object, Liability, Capital and Subscription clauses.
e-AOA in INC-34 adopting Schedule I Table F for companies limited by shares; entrenchment provisions under Section 5(3) where investor-protected.
INC-9 declaration auto-generated and DSC-signed by every subscriber and first director — no separate notarised affidavit since 23-Feb-2020.
Section 149(3) compliance — at least one director resident in India for 182 days mapped at incorporation for Sembium companies with foreign promoters.
Class 3 DSC procured for every subscriber, director and certifying professional under CCA mandate effective 1-Jan-2021.
INC-20A commencement of business filed within 180 days under Section 10A — penalty exposure of ₹50,000 plus ₹1,000/day eliminated.
Section 173 first board meeting minutes drafted within 30 days; Section 139(6) first auditor appointed within 30 days of incorporation.
Litigation-ready record retention under Section 128 — MOA, AOA, INC-32/33/34, INC-9, INC-20A and statutory registers preserved for 8 years.
People Also Ask — Pvt Ltd in Sembium
How long does private limited registration take through SPICe+ in Sembium?
With clean documentation and successful Aadhaar e-KYC, the typical timeline from name reservation in SPICe+ Part A to issue of the Certificate of Incorporation under Section 7(2) is 7 to 10 working days. Name reservation itself is 1 to 3 working days. Part B incorporation post-reservation takes 4 to 7 working days subject to MCA processing load and registered office verification under Section 12(9).
Is there any minimum paid-up capital for incorporating a private limited?
No. The Companies (Amendment) Act 2015 effective 29-May-2015 omitted the earlier ₹1,00,000 minimum paid-up capital requirement. A private company may today be incorporated with any paid-up capital agreed among the subscribers. Stamp duty is computed on authorised capital declared in the MOA — Tamil Nadu levies 0.15% of authorised capital subject to floor of ₹200 and ceiling of ₹50,000.
Can a single registered address be used for multiple companies in Sembium?
Yes. There is no statutory bar in Section 12 against multiple companies sharing the same registered office address, provided each company is independently capable of receiving and acknowledging communications. A common scenario is group companies with shared corporate office. The owner's NOC, utility bill and property tax receipt are submitted afresh with each SPICe+ application.
Is INC-20A mandatory and what is the penalty for default?
Section 10A read with Rule 23A requires every company having share capital incorporated on or after 2-Nov-2018 to file INC-20A within 180 days declaring receipt of subscription money and verified registered office. Default attracts penalty of ₹50,000 on the company and ₹1,000 per day per officer up to ₹1,00,000. The Registrar may also initiate Section 248(1)(d) strike-off of companies that have not filed INC-20A.
Can a foreign national be a first director of an Indian private limited?
Yes. Section 149 places no nationality bar on directorship subject to the Section 149(3) resident director requirement — at least one director must have stayed in India for 182 days in the financial year. The foreign national obtains DIN through SPICe+ supported by passport apostilled under the Hague Apostille Convention 1961 (or consularised in non-signatory countries) and address proof attested by Notary Public of the home country.
What is the difference between authorised capital and paid-up capital?
Authorised capital is the maximum nominal value of shares the company is empowered by its MOA Capital Clause to issue. Paid-up capital is the value of shares actually subscribed and paid for by shareholders. A company may be incorporated with ₹10 lakh authorised capital but issue and call up only ₹1 lakh paid-up. Stamp duty is paid on authorised capital. Issue beyond authorised capital requires MGT-14 special resolution and SH-7 filing under Section 61.
What is the post-incorporation compliance timeline?

Key post-incorporation timelines: first auditor within 30 days, first board meeting within 30 days, share certificates within 2 months of allotment, INC-20A within 180 days, GST within 30 days of liability, first AGM within nine months of first FY close.

How is PAN and TAN allotted for a new private limited?

PAN and TAN are allotted automatically through the SPICe+ Part B integrated workflow without separate applications. The PAN and TAN are printed on the Certificate of Incorporation and become operational immediately upon COI issuance.

Can a private limited be incorporated remotely from outside Chennai?

Yes, since SPICe+ is a fully digital web-form, incorporation can be filed from anywhere with internet access. The registered office determines ROC jurisdiction. Subscriber and director DSCs are used to e-sign the forms.

What is the difference between an executive and non-executive director?

Executive director is appointed under Section 196 with a contract of service and remuneration under Section 197; non-executive director receives sitting fees under Section 197(5). Both must hold DIN and consent under DIR-2 and disclose interest under Section 184.

Is ESOP permitted in a private limited?

Yes, ESOP issuance is permitted under Section 62(1)(b) of the Companies Act 2013 read with Rule 12 of the Companies (Share Capital and Debentures) Rules 2014, requiring special resolution at general meeting and MGT-14 filing within thirty days.

Can subscribers contribute share capital in instalments?

Yes, subscribers can pay for shares in instalments, but Section 10A INC-20A declaration requires affirmation that subscribers have paid the value of shares agreed to be taken before commencement of business — the entire subscription must be in by day 180.

What Sembium clients want to know before signing: Closer to Sembium, in the mixed residential industrial micro-market of Sembium.

Expert Guide

A complete walkthrough — Pvt Limited Registration

Reading this guide locally — Sembium businesses operate where on the Perambur-Otteri corridor that passes through Sembium.

What Private Limited incorporation means under Indian company law

Limited liability and separate legal personality

The foundational doctrine of Private Limited incorporation is separate legal personality, articulated by the House of Lords in Salomon v A Salomon and Co Ltd [1897] and adopted by Indian jurisprudence in Tata Engineering and Locomotive Co Ltd v State of Bihar [1965 SCR 391]. The company is a distinct legal person from its members and directors, capable of holding property, suing and being sued in its own name. Liability of members under Section 2(22) is limited to the amount unpaid on the shares held. The corporate veil can be lifted only in narrow circumstances — fraud, sham, evasion of statutory obligation — as elaborated in Vodafone International Holdings BV v Union of India [2012 6 SCC 613]. The limited-liability shield is the principal commercial advantage of Private Limited over proprietorship and partnership, and is the reason promoters of consequence almost invariably elect the Private Limited form for ventures with external counterparties.

Constitutional documents — MOA and AOA

The Memorandum of Association under Section 4 is the foundational charter that defines the company's name, registered office State, objects, liability and capital. The MOA must be in one of the Tables A to E of Schedule I, depending on whether the company is limited by shares, limited by guarantee or unlimited. The Articles of Association under Section 5 contain the regulations for management of the company, covering board composition, meetings, share transfer, dividend declaration, and members' rights. Section 6 establishes the supremacy of the Act over any conflicting MOA / AOA provision. Section 13 governs alteration of MOA (special resolution plus Central Government approval for object-clause changes affecting registered office State), Section 14 governs alteration of AOA (special resolution plus filing of MGT-14 within thirty days). The MOA and AOA filed with SPICe+ Part B become the binding constitutional documents on incorporation.

Statutory framework under Section 7

Private Limited incorporation in India is governed by Section 7 of the Companies Act 2013 read with the Companies (Incorporation) Rules 2014. Section 7(1) requires the subscribers to the memorandum to file an application with the Registrar within whose jurisdiction the registered office of the company is to be situated, accompanied by the MOA and AOA duly signed by the subscribers, a declaration by a professional that the requirements of the Act and Rules have been complied with, a declaration from each subscriber and first director in Form INC-9, the address for correspondence till the registered office is established, the particulars of subscribers and first directors with proof of identity, and the particulars of first directors with their DIN and consent in Form DIR-2. Section 7(2) provides that the Registrar shall on the basis of the documents filed register the memorandum and articles and issue a Certificate of Incorporation in Form INC-11 with a Corporate Identity Number. The CIN under Section 7(3) is the company's unique identifier for all subsequent statutory filings.

Section 184 director interest disclosure

Section 184(2) contract-specific disclosure

Section 184(2) requires a director who is in any way, whether directly or indirectly, concerned or interested in a contract or arrangement that is proposed to be entered into by the company to disclose the nature of his concern or interest at the meeting of the Board at which the contract or arrangement is discussed. The interested director shall not participate in such meeting — Section 184(2) proviso. The disclosure is in addition to the general MBP-1 disclosure and is contract-specific. Section 184(3) allows the contract to be voidable at the option of the company if the interested director participates. Section 184(4) prescribes penalty of imprisonment up to one year or fine ₹50,000 to ₹1 lakh on the defaulting director. The decriminalisation amendment of 2020 converted imprisonment to fine for first-time defaults.

Interaction with Section 188 related-party transactions

Section 188 governs related-party transactions — sale, purchase or supply of goods / materials, services, leasing of property, appointment of agent for purchase or sale, appointment of related party to office or place of profit, and underwriting of securities. RPTs require board approval and, beyond prescribed thresholds (under Rule 15 of the Companies (Meetings of Board and its Powers) Rules 2014), member approval through ordinary resolution. The MBP-1 disclosure under Section 184(1) is the antecedent that identifies the related-party population; Section 188 then governs the substantive transaction. Audit Committee approval is also required for listed companies and prescribed unlisted companies under Section 177. The Board's Report under Section 134(3)(h) must disclose all RPTs entered into during the year in Form AOC-2.

Register of contracts and arrangements

Section 189 requires every company to maintain a Register of Contracts or Arrangements in which directors are interested, in Form MBP-4 under Rule 16 of the Companies (Meetings of Board and its Powers) Rules 2014. The Register records every contract or arrangement that requires disclosure under Section 184(2) or approval under Section 188. Entries must be made within seven days of the relevant board meeting. The Register is placed before the next board meeting and signed by all directors present. It is preserved permanently and is open to inspection by members at the registered office during business hours under Section 189(4). Failure to maintain the Register attracts penalty under Section 189(6). The Register, the MBP-1 disclosures, and AOC-2 together form the documentary backbone of RPT compliance.

Share capital structure design

Authorised subscribed and paid-up capital

The Companies Act 2013 retains the three-tier capital structure inherited from the 1956 Act — authorised, subscribed, paid-up. The authorised capital is the maximum capital the company can raise without amending the MOA under Section 13 and 61. The subscribed capital is the portion that subscribers have committed to take. The paid-up capital is the portion actually paid by subscribers. The Companies (Amendment) Act 2015 removed the ₹1 lakh minimum paid-up capital for Private Limiteds (and ₹5 lakh for Public Limiteds), making the choice of paid-up capital a commercial decision. The face value per share is also unconstrained — ₹10 is conventional but ₹1, ₹100 and other denominations are equally valid. The authorised capital determines the SPICe+ stamp duty under State Stamp Acts and the initial MCA fee.

Equity and preference share classes

Section 43 recognises two kinds of share capital — equity share capital (with voting rights or with differential voting rights as to dividend, voting or otherwise) and preference share capital. Equity shares with differential voting rights under Section 43(a)(ii) are subject to Rule 4 of the Companies (Share Capital and Debentures) Rules 2014. Preference shares carry preference over equity for dividend and on winding up, but are typically non-voting under Section 47(2) (with exceptions for unpaid dividend periods). Preference shares can be cumulative or non-cumulative, participating or non-participating, convertible or non-convertible, redeemable or irredeemable. Section 55 prohibits issuance of irredeemable preference shares; redemption period cannot exceed twenty years (thirty years for infrastructure project companies). The class composition is set out in the MOA and elaborated in the AOA.

Sweat equity and ESOP planning

Section 54 read with Rule 8 of the Companies (Share Capital and Debentures) Rules 2014 permits issuance of sweat equity shares to employees and directors at a discount or for consideration other than cash, for know-how, intellectual property or value additions. The issuance requires a special resolution and is capped at 15% of paid-up capital per year (5% for startups in their first ten years under the Startup India relaxation). Section 62(1)(b) permits ESOP issuance to employees through schemes approved by special resolution. The ESOP scheme is governed by SEBI guidelines for listed companies and by Rule 12 of the Companies (Share Capital and Debentures) Rules 2014 for unlisted companies. Trust-based and direct-allotment models are both permitted. Authorised-capital headroom at incorporation is critical for ESOP planning.

Stamp duty on incorporation by State

Post-incorporation stamp duty events

Beyond incorporation, several events trigger State stamp duty: increase in authorised capital under Section 61 (additional duty on the incremental amount, paid with SH-7); issuance of share certificates under Section 56 and Rule 6 of the Companies (Share Capital and Debentures) Rules 2014 (stamp duty under Article 19 of the Stamp Act, typically ₹1 per ₹1,000 of share value, payable within thirty days of issuance); transfer of shares (stamp duty at 0.015% of consideration or value, whichever is higher, under the Indian Stamp (Amendment) Act 2019 read with the Indian Stamp (Collection of Stamp-duty through Stock Exchanges, Clearing Corporations and Depositories) Rules 2019 — applies through the depository for demat shares); issuance of debentures (0.005% of face value); and registration of charges (varies by State).

State Stamp Acts and Schedule I

Stamp duty on the MOA, AOA and the share-capital allotment at incorporation is levied under the Indian Stamp Act 1899 as applied to each State, or under the State-specific Stamp Act where the State has enacted its own (Maharashtra, Karnataka, Gujarat, Kerala, Rajasthan, Tamil Nadu have variations). The duty is typically computed as a percentage of authorised share capital, with a minimum and maximum cap. SPICe+ has an integrated stamp-duty payment module that calculates the duty based on the State of registered office declared in Part A and remits it to the State Treasury. The duty applies once at incorporation; subsequent increases in authorised capital under Section 61 attract additional duty on the incremental amount, payable along with the SH-7 filing.

Tamil Nadu duty structure

In Tamil Nadu, the Indian Stamp Act 1899 as amended by the Tamil Nadu Government applies. The stamp duty on Memorandum of Association under Article 39 of Schedule I to the Indian Stamp Act (Tamil Nadu) is ₹200. The stamp duty on Articles of Association under Article 10 is 0.5% of authorised share capital subject to a maximum of ₹5,00,000. For incorporation with authorised capital of ₹1 lakh, the total stamp duty is approximately ₹700; for authorised capital of ₹10 lakh, approximately ₹5,200; for authorised capital of ₹1 crore, approximately ₹50,200. The duty is paid through the SPICe+ integrated module to the Tamil Nadu Treasury. Where additional places of business are in Tamil Nadu, no further State-specific stamp duty is triggered at the incorporation stage — INC-22 changes attract a flat ₹100 duty.

What Sembium clients usually ask next: Closer to Sembium, for Sembium units balancing production cycles with monthly GST and quarterly TDS compliance.

Glossary

Plain-English glossary for this service

Entrenchment clause

Entrenchment clause is an article in the AOA that requires more restrictive procedures — say unanimous shareholder consent — to alter certain specified provisions than the special resolution route under Section 14. Section 5(3) permits entrenchment if agreed by all members at incorporation, used commonly for founder-protective and investor-protective AOA terms.

Object clause

Object clause is Clause III of the MOA that lists the businesses the company may carry on. It is split into main object and incidental or ancillary objects. Transactions outside the object clause are ultra vires and not legally enforceable, so the clause is usually drafted to cover the planned business plus reasonable adjacencies.

Stamp duty on MOA-AOA

Stamp duty on MOA and AOA is levied under the Indian Stamp Act 1899 read with the relevant State Stamp Schedule of the State where the registered office is located. Rates vary widely — Tamil Nadu uses one slab structure, Maharashtra another, Karnataka another — and are computed on the authorised capital amount.

MGT-14

MGT-14 is the e-form used to file resolutions and agreements with the Registrar of Companies under Section 117. Post-incorporation alterations to MOA or AOA — name change, object change, capital restructure, conversion to public — are filed via MGT-14 within thirty days of passing the special resolution.

CRC

CRC stands for Central Registration Centre — the Manesar-based MCA office that processes all incorporation and name-reservation filings nationally for uniform turnaround. Earlier ROC-level processing varied state-wise between three and twenty days; CRC now closes most clean filings in two to four working days.

SPICe+

SPICe+ is the Simplified Proforma for Incorporating Company Electronically Plus, a web-based two-part form that combines name reservation, incorporation, DIN allotment, PAN and TAN issue, EPFO and ESIC registration, optional GSTIN and bank account opening into a single integrated application under Rule 38 of the Companies Incorporation Rules.

AGILE-PRO-S

AGILE-PRO-S is the linked e-form filed along with SPICe+ Part B for registration with Goods and Services Tax (optional), Employees Provident Fund Organisation, Employees State Insurance Corporation, profession tax (in Maharashtra and Karnataka), Shops and Establishment, and for opening a bank account with the company's banker.

Corporate Identity Number

Corporate Identity Number, abbreviated as CIN, is the twenty-one-character alphanumeric identifier allotted by the Registrar of Companies on incorporation. It encodes the listing status, industry code, State, year of incorporation, ownership type and the sequential Registrar number, and is reproduced on the Certificate of Incorporation in Form INC-11.

Director Identification Number

Director Identification Number, abbreviated as DIN, is the unique eight-digit identifier allotted to an individual for being or proposing to be a director under Section 154. For first directors of a new company, DIN is allotted through SPICe+ Part B; for others, Form DIR-3 is used. A single individual cannot hold more than one DIN.

Digital Signature Certificate

Digital Signature Certificate, abbreviated as DSC, is the cryptographic identity of an individual issued by a Certifying Authority licensed under the Information Technology Act 2000. A Class 3 DSC of every subscriber and first director is required to sign SPICe+, INC-33, INC-34 and INC-9 forms electronically.

Memorandum of Association

Memorandum of Association is the charter document of a company under Section 4 that sets out its name, registered office State, objects, liability, authorised capital and subscriber details. For a private limited company incorporated through SPICe+, the eMoA is filed in Form INC-33 in the format prescribed by Table A to E of Schedule I.

Articles of Association

Articles of Association is the document containing the regulations for management of a company under Section 5. For a private limited company incorporated through SPICe+, the eAOA is filed in Form INC-34 adopting Table F of Schedule I with modifications. The articles may contain entrenchment provisions making certain provisions more difficult to alter.

Cost of Non-Compliance

Real-world penalty exposure

Numerical examples showing tax + interest + penalty across common default scenarios.

ScenarioBase taxInterestPenaltyTotal
Section 186 inter-corporate loan limit breached without special resolutionNilNilFine ₹25,000 to ₹5,00,000 on company; officer fine ₹10,000 to ₹1,00,000 with imprisonment up to two years (Section 186(13))Up to ₹5,00,000 + officer fines
Section 188 related-party transaction without board / shareholder approvalNilNilListed-company officers ₹25 lakh + imprisonment up to one year; private-limited officers ₹5 lakh; ratification or unwinding of unauthorised transaction (Section 188(5))Up to ₹5 lakh for Pvt Ltd officers
Section 62(1)(c) preferential allotment without registered-valuer reportNilNilAllotment voidable; fine up to ₹5,00,000 under Section 450 default provision; Section 247(3) penalty on the valuer where applicableUp to ₹5,00,000
CHG-1 charge-creation form delayed beyond thirty days without Section 87 condonationNilNilAdditional fee escalating ten-fold under Section 403; beyond 120 days Registrar refuses filing without Section 87 Central Government condonationUp to 10x normal fee + condonation
Section 96 first AGM held beyond nine months from first FY close without extensionNilNilFine up to ₹1,00,000 on company plus ₹5,000 per day continuing default on officers under Section 99Up to ₹1,00,000 + per-day fine
Section 134 board's report omitting prescribed disclosures filed with AOC-4NilNilFine ₹3,00,000 to ₹25,00,000 on company; officer fine ₹50,000 to ₹5,00,000 under Section 134(8)Up to ₹25,00,000 + officer fines

How Sembium businesses typically avoid these: Closer to Sembium, the business activity radiating outward from Sembium Industrial Estate and nearby commercial pockets, which is why for Sembium units balancing production cycles with monthly GST and quarterly TDS compliance.

By Industry

Industry-specific patterns in Sembium

How the local trade mix shapes this — Sembium businesses operate where the business activity radiating outward from Sembium Industrial Estate and nearby commercial pockets.

Retail
Common issue: Family-run retail businesses converting from proprietorship to Private Limited often retain the same trading style without checking Section 4(2) name-availability. The proposed name is rejected by the Central Registration Centre because it is identical or too closely resembles an existing company name on the MCA master-data, costing two weeks and a fresh ₹1,000 RUN fee.
How we handle it: Run an MCA-21 name-search and a Trade Marks Registry public-search on the proposed name before filing SPICe+ Part A. Apply with two alternatives ranked by preference. Where the proprietorship trade name is well-established locally, append a distinguishing element such as 'Retail' or 'Mart' to satisfy Section 4(2) and Rule 8.
Logistics
Common issue: Logistics and transport Private Limiteds frequently apply for the GSTIN through AGILE-PRO-S without aligning the principal-place-of-business in the GST application with the registered office in INC-22. The mismatch triggers a Rule 9 CGST deficiency memo and delays the GSTIN issuance by ten to fifteen days.
How we handle it: Treat the SPICe+ AGILE-PRO-S linkage as a single transaction — the registered office address on the SPICe+ application, the INC-22 filing and the AGILE-PRO-S GST application must be identical to the character. Where additional places of business exist, declare them in AGILE-PRO-S separately rather than substituting them.
Food Processing
Common issue: Food-processing Private Limiteds incorporated by first-time entrepreneurs apply for FSSAI licence after commencing operations and discover the FSSAI Central Licence requires the MOA to include 'manufacturing and processing of food products' as a distinct main object. A narrow 'agro-based products' object triggers FSSAI rejection.
How we handle it: Draft the MOA Object Clause III(A) with 'manufacturing, processing, packaging, distribution and trading of food and food products' as a main object. NIC codes 1010 to 1079 in SPICe+ Part B as relevant. Apply for FSSAI Central / State Licence based on installed-capacity thresholds immediately on incorporation.
Textile
Common issue: Textile and apparel Private Limiteds operating from clusters such as Tirupur frequently incorporate as ordinary Private Limiteds without considering the Producer Company structure under Part IXA of the Companies Act 1956 (preserved by Section 465 of the 2013 Act), which would have given them better access to NABARD / TUFS funding.
How we handle it: At the design stage, weigh Producer Company versus Private Limited based on producer-member composition. Where ten or more individual producers / two or more producer institutions are promoters, the Producer Company form unlocks better term-loan access. Otherwise, proceed with Private Limited and ensure the MOA covers ginning, spinning, weaving, processing and trading.
Professional Services
Common issue: Consulting and professional-services Private Limiteds incorporated by Chartered Accountants, lawyers or doctors run into the Bar Council / ICAI / Medical Council restriction on practising professionals being directors / shareholders of corporate professional service firms. The incorporation completes at MCA but the regulatory regulator-side block surfaces later.
How we handle it: Before filing SPICe+, verify the relevant professional regulator's restrictions. Chartered Accountants in practice cannot hold directorships in Private Limiteds offering CA services. The Private Limited route is suitable for management consulting, technology consulting and business advisory — not for statutory professional practice. Use LLP or partnership instead where regulator restrictions apply.
Case Studies

Anonymised engagements we have handled

Real client situations (names changed); illustrative of the kind of work we do.

DSCRetail

DSC mismatch on INC-9 declaration salvaged via revised affidavit

Issue: A retail trader's SPICe+ Part B filing was rejected because the digital signature affixed on the INC-9 declaration by a subscriber did not match the PAN-mapped DSC issued by the certifying authority. The subscriber had renewed his DSC mid-process and uploaded the old one. Section 7(1)(b) read with Rule 13 requires subscriber-DSC congruence.
Approach: We re-generated INC-9 with the renewed DSC, simultaneously verified PAN-Aadhaar linkage on the income-tax portal, and re-uploaded the signed declaration through the SPICe+ portal under the resubmission tab. The covering letter referenced Section 21 of the Information Technology Act 2000 on continued validity of digital signatures despite renewal events.
Outcome: Resubmission accepted within 2 working days; INC-32 form auto-validated post-resubmission; certificate of incorporation issued within 7 working days of resubmission; the matter highlighted the practitioner need to verify DSC validity at the moment of e-MoA / e-AoA signing.
Strike-offRetail

Section 248 suo motu strike-off averted via active-compliance restoration

Issue: A dormant retail private limited received a Form STK-1 show-cause from the Registrar under Section 248(1)(c) — the company had not filed financial statements or annual returns for two consecutive financial years. The notice gave 30 days to show cause why the name should not be struck off the register.
Approach: We filed pending AOC-4 and MGT-7 for both lagging financial years using the condonation-of-delay scheme available at the time, paid the additional fee under Section 403, filed an objection to STK-1 with supporting filings, and tendered a board-resolved revival plan. The reply referenced the Madras HC line of authority on bona fide revival being a sufficient ground to defeat Section 248.
Outcome: Registrar dropped the STK-1 proceedings on review of the filed compliances; company continued on the register without restoration application under Section 252; subsequent audit and tax-compliance package re-instated the company's good standing within 90 days.
Stamp dutyRetail

Stamp duty under-payment cured pre-COI by Tamil Nadu Treasury chalan

Issue: A retail private limited with authorised capital of ₹50 lakh under-paid Tamil Nadu stamp duty on the MoA because the calculation used the older slab applicable below ₹10 lakh. SPICe+ flagged a stamp-duty deficiency notice under Article 10 of Schedule I to the Indian Stamp Act read with the Tamil Nadu Stamp Amendment.
Approach: We computed the correct stamp duty at the Tamil Nadu rate applicable to companies with authorised capital between ₹25 lakh and ₹1 crore, paid the deficiency through the e-stamping portal of the Stock Holding Corporation of India, attached the chalan to the SPICe+ resubmission, and referenced Schedule I Article 10 of the Stamp Act in the covering letter.
Outcome: Deficiency cured within 3 working days; SPICe+ Part B accepted on resubmission; COI issued within 5 working days of the second submission; total stamp duty paid ₹6,500 against the initially-paid ₹2,000; the matter illustrates the need for State-specific stamp-duty diligence at SPICe+ stage.
Voluntary strike-offRetail

Section 248 voluntary strike-off via STK-2 after operations ceased

Issue: A retail private limited that had ceased operations for over a year wanted a voluntary strike-off under Section 248(2). The challenge was clearing pending compliances and tax dues before STK-2 could be filed — Section 248(2)(c) requires a no-objection from all creditors and all directors-affidavit and indemnity bond in STK-3 and STK-4.
Approach: We filed pending AOC-4 and MGT-7 for the last two financial years to bring the master data current, settled outstanding GST and TDS dues with the help of the company's bank balance, obtained NOCs from the bank and two creditor parties, and filed STK-2 with STK-3 director affidavit, STK-4 indemnity bond and STK-8 audited financial statement up to thirty days before STK-2.
Outcome: STK-2 accepted on first scrutiny; Form STK-7 strike-off notice published in the Official Gazette; the company name struck off the register seventy-five days after STK-2 filing; total professional fee ₹65,000 covering compliance clean-up and strike-off paperwork.

Why these Sembium engagements look the way they do: Closer to Sembium, the business activity radiating outward from Sembium Industrial Estate and nearby commercial pockets, which is why for Sembium units balancing production cycles with monthly GST and quarterly TDS compliance.

Client Reviews

What Sembium Clients Say

Vignesh K
Pvt Ltd Company Registration
“Incorporated my SaaS company through FilingPro in Sembium. Name reservation came through in two days, Part B with DIN, PAN and TAN was approved on day 8. The professional drafted the AOA with proper entrenchment for our investor round. Clean filing, no resubmission.”
2 months agoVerified Client
Sundararaman M
Pvt Ltd Company Registration
“We had two foreign directors based in Singapore. The apostille coordination, DIN application and Section 149(3) resident director planning was handled methodically. INC-9 and Aadhaar e-KYC for the Indian co-founder went through without a single rejection. Highly professional.”
3 months agoVerified Client
Karthik S
Pvt Ltd Company Registration
“Our family business required entrenched MOA and AOA to protect the existing partners' rights post-incorporation. FilingPro drafted the AOA under Section 5(3) with specific entrenchment clauses covering share transfer and director appointment. Other consultants we spoke to didn't even know what entrenchment meant.”
4 months agoVerified Client
Ramya P
Pvt Ltd Company Registration
“The first board meeting minutes, Section 139(6) auditor appointment, share certificates and statutory registers were all delivered within 30 days of incorporation. INC-20A was filed on day 90 well within the 180-day window. We didn't have to chase anything.”
6 weeks agoVerified Client
Prakash V
Pvt Ltd Company Registration
“Our previous CA missed the Section 10A INC-20A filing for an earlier company and we faced a ₹50,000 penalty plus daily officer penalty. FilingPro tracks every post-incorporation compliance window in a written calendar. That kind of discipline is rare.”
2 months agoVerified Client
Divya N
Pvt Ltd Company Registration
“The custom MOA object clause specifically excluded NBFC and Nidhi activities and stayed within Section 4(1)(c) — important since our business touches lending-adjacent fintech. The certifying professional's review caught one ambiguous sub-clause that could have triggered RBI sectoral NOC. Saved us months of rework.”
1 month agoVerified Client
4.9
312+ reviews
500+
Active Clients
15+
Years Exp
5★
4★
3★
Common Questions

Pvt Ltd FAQ — Sembium

Common questions from Sembium clients. Call 9566-068-468 for specific queries.

Section 10A(2) crystallises a fifty-thousand-rupee penalty against the company plus one thousand rupees per day on every officer in default, capped at one lakh rupees. Section 10A(3) read with Section 248(1)(d) gives the Registrar standing to launch strike-off proceedings where the declaration sits unfiled past the statutory deadline and there is no reasonable basis to believe the entity has actually started business. The substance of the declaration is twofold — confirmation that subscribers have remitted their committed share value, and confirmation that the registered office has been verified. Targeting day 150 for lodgement leaves room for retrieval if a query arises.
INC-9 is the declaration by every subscriber to the MOA and every proposed first director affirming that he is not convicted of any offence in connection with promotion, formation or management of any company or guilty of fraud or breach of duty under Section 7(1)(c). It also affirms truthfulness of documents filed. From 23-Feb-2020 INC-9 is auto-generated as a system PDF and signed via DSC inside SPICe+ — no separate filing.
Call or WhatsApp 9566-068-468 with a one-line description of your requirement. We confirm exactly which documents your Sembium case needs, share a fixed quote upfront, and start once you approve. The first discussion is free.
Section 252(1) permits any aggrieved person — member, creditor or workman — to file an appeal before the NCLT within three years of strike-off. Section 252(3) permits the company itself, member or creditor to apply within twenty years where the strike-off was passed when the company was actually carrying on business. The NCLT, on satisfaction, orders restoration in NCLT-9 form and the company is restored to the register from the date of strike-off as if its name had not been struck off.
Section 73(2) prohibits a private company from accepting deposits from persons other than its members, directors and their relatives without complying with the conditions of Section 73(2). Money received from a director or relative of a director must be accompanied by a declaration that the amount is not from borrowed funds (Rule 2(1)(c)(viii) of the Companies (Acceptance of Deposits) Rules 2014). Contravention attracts Section 76A — fine ₹1 crore to ₹10 crore and prosecution.
Our Maduravoyal office on Alapakkam Main Road (opposite KVB Bank) is well connected — from Sembium, the Sembium Bus Stop is a handy reference point on the way. That said, Pvt Ltd rarely needs a visit; most of it is done online.
Section 7 of the Companies Act 2013 read with Rule 9 to Rule 12 of the Companies (Incorporation) Rules 2014 governs incorporation. Section 3(1)(b) recognises a private company formed by two or more persons. The application is filed in SPICe+ (INC-32) accompanied by INC-33 e-MOA, INC-34 e-AOA and INC-9 declaration. On satisfaction the Registrar issues a Certificate of Incorporation under Section 7(2) bearing the Corporate Identity Number (CIN).
Section 248(1) empowers the Registrar to strike off the name of a company that has not commenced business within one year of incorporation, or has not been carrying on any business for two preceding financial years and has not made application for dormant status, or where subscribers have not paid up subscription money and INC-20A has not been filed within 180 days. STK-1 notice is issued giving 30 days to respond, followed by STK-5 public notice and STK-7 strike-off notification.
Yes — we handle Pvt Ltd Company Registration for individuals and businesses across Sembium (PIN 600011) and nearby Perambur. The work is done end-to-end by our own team, with documents collected online over WhatsApp or email and in-person meetings available at our Maduravoyal and Nerkundram offices. Call 9566-068-468 to begin.
Two directors form the statutory floor for a private entity, three for a public one — both fixed by the relevant clauses of Section 149. The ceiling sits at fifteen, although passing a special resolution permits going higher without recourse to Central Government sanction, by virtue of the proviso embedded in the same section. Section 149(3) layers an additional condition — at least one director must accumulate one-eighty-two days of physical Indian presence inside the financial year. In the year of incorporation this presence is reckoned proportionately to the months elapsed since the certificate date. Articles can also impose a tighter cap.
SPICe+ filing fee is zero for companies with authorised capital up to ₹15 lakh under the Companies (Incorporation) Amendment Rules 2019 effective 18-Mar-2019. Above ₹15 lakh, fees per the Companies (Registration Offices and Fees) Rules 2014 apply. Stamp duty on MOA/AOA is State-specific. Name reservation under Part A is ₹1,000. Professional fees and DSC charges are separate. PAN/TAN allotment carries no separate fee.
Yes. Sembium has an active base of retail and allied businesses, and we regularly handle Pvt Ltd for exactly these kinds of clients. We tailor the approach to your line of work rather than applying a one-size template.
The registered office obligation springs from Section 12. A company must hold an address able to acknowledge correspondence either when it commences operations or by the thirtieth day after the certificate is issued, taking the earlier of the two milestones. Furnishing the address inside SPICe+ at the outset removes any need for a separate INC-22 intimation. Where the founders prefer to defer the address declaration, INC-22 with proof must be lodged inside the thirty-day window. Acceptable proof typically combines a current utility bill, the lease deed or title document, and a written consent from the premises owner.
First directors typically appear in the AoA. Where the articles stay silent, subscribers to the memorandum carry the role until the company appoints directors formally. A board meeting under Section 173(1) needs convening within thirty days from the certificate date — at this sitting Section 139(6) requires appointment of the inaugural auditor, who serves up to the close of the first AGM. Rule 4(2) does not compel ADT-1 lodgement for that initial appointment, although filing it remains a sensible discipline. Auditor appointments made at later AGMs do require ADT-1 inside fifteen days under the same rule.
Yes. Every proposed director, subscriber to the MOA and the certifying professional must hold a valid Class 3 Digital Signature Certificate issued under the Information Technology Act 2000. Class 2 DSCs were withdrawn by CCA effective 1-Jan-2021. The DSC is used to sign INC-32, INC-33, INC-34, INC-9 and AGILE-PRO-S electronically. Mismatch between DSC PAN/name and DIN PAN/name is a leading cause of rejection.
A private limited company is by definition unlisted — Section 2(52) defines a 'listed company' as a public company whose securities are listed on a recognised stock exchange. The Companies (Specification of Definitions Details) Second Amendment Rules 2021 effective 1-Apr-2021 excluded certain public companies (private debt-listed) from the listed definition. A private limited cannot list its equity shares; it must first be converted into a public limited under Section 14 then comply with SEBI ICDR Regulations.
Pvt Ltd near Sembium:

Our Pvt Ltd clients in Sembium are spread right across the locality — along 3rd Main Road, Erukkancheri High Road, Madhavaram - Red Hills Road, Madhavaram High Road and Perambur Cross Road, and through the Ethiraj Samy Salai, MKB Nagar Bridge, MKB Nagar Central Avenue and MKB Nagar West Avenue business stretches — so wherever your premises sit, expert help is close by.

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Professional Pvt Ltd Company Registration in Sembium, Chennai. Call @ 9566-068-468. Offices at Maduravoyal, Nerkundram & Nolambur (upcoming). 15+ years experience, 4.9★ rated.

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