Business Registration FAQs
The questions we are asked most about registering and running a business in India, grouped by structure.
General
Which business structure should I choose?
It depends on three things: whether you will have co-owners, whether you intend to raise outside investment, and how much liability the business carries. A single owner starting small usually begins as a proprietorship. Two or more people who want liability capped generally choose an LLP. Founders planning to raise equity or issue ESOPs need a Private Limited Company, because it is the only one of the four that can issue shares.
How long does business registration take in India?
With complete documents, a Private Limited Company commonly takes around 7 to 12 working days and an LLP around 7 to 10. A partnership deed can be executed within a few days, with Registrar of Firms timelines varying by state. Proprietorship registrations such as Udyam are often same-day, while GST commonly takes 7 to 15 working days. These are estimates: government processing times vary.
What does registration cost?
Our professional fee is ₹9,999 for a Private Limited Company and ₹7,999 for an LLP. Government filing fees and stamp duty are payable in addition and depend on the state and the capital involved. For Partnership Firm and Proprietorship registration, the cost depends on which registrations your specific activity needs, so we quote after understanding the business.
Do I need to visit your office to register a business?
No. Company and LLP incorporation is filed online with the Registrar of Companies, and digital signatures are issued through video and Aadhaar-based verification, so the process can be completed remotely from anywhere in Gujarat. Documents are exchanged digitally. You are welcome to visit us in Vadodara if you prefer to discuss things in person.
Can I change my business structure later?
Yes. A proprietorship can be moved into a partnership, LLP or company, a partnership firm can convert to an LLP or a company, and an LLP can convert to a company, each subject to conditions in the relevant law. Conversion is not free: it means new registrations, new bank accounts and updating vendor and customer records, so it is worth getting the choice roughly right at the start.
Is Raulji Group a government agency?
No. Raulji Group is a private business-services firm. We are not a government department and are not affiliated with the Ministry of Corporate Affairs, the GST department or any other authority. We prepare and file applications on your behalf, and approval always rests with the relevant authority.
Private Limited Company Registration
What is a Private Limited Company?
A Private Limited Company is a company incorporated under the Companies Act, 2013, that restricts the transfer of its shares and limits its membership to 200 shareholders. It is a separate legal entity, so the company rather than its owners holds its assets and owes its debts, and shareholders are liable only to the extent of any unpaid amount on their shares.
Who can register a Private Limited Company?
Any two or more people who are competent to contract can incorporate one, and companies and LLPs can also be shareholders. At least two directors are required, and at least one of them must be a resident of India, meaning a stay of 182 days or more in the previous calendar year. A director must be an individual holding a valid DIN.
How many directors and shareholders are required?
A minimum of two directors and two shareholders. The same two people can hold both roles, so two founders are enough to incorporate. The maximum is 15 directors, which can be increased by a special resolution, and 200 shareholders.
What is the minimum capital required?
There is no minimum paid-up capital requirement. The earlier ₹1 lakh threshold was removed by the Companies (Amendment) Act, 2015. You choose an authorised capital figure at incorporation, which affects the government fees and stamp duty payable rather than any money you must deposit.
What documents are required?
PAN, Aadhaar, identity proof, recent address proof in the applicant's own name and a photograph for each director and shareholder, plus proof of the registered office address, a rent agreement if the premises are rented and a no-objection certificate from the owner. Foreign nationals need a passport with documents notarised or apostilled as applicable.
How long does registration take?
Where documents are complete and the proposed name is approved on the first attempt, incorporation commonly completes in about 7 to 12 working days. Name rejections, resubmission requests from the Registrar and MCA processing volumes can extend this, so the figure is an estimate rather than a commitment.
How much does registration cost?
Our professional fee for Private Limited Company registration is ₹9,999. Government filing fees and stamp duty are payable in addition and depend on the state of the registered office and the authorised share capital. We confirm the full expected figure in writing before any filing begins.
Can a foreign national be a director?
Yes. A foreign national or NRI can be a director and can hold shares, provided at least one director on the board is a resident of India. Foreign directors need a valid passport and identity and address documents that are notarised or apostilled in line with the requirements of their country of residence. Foreign shareholding also attracts FEMA reporting obligations.
Can a startup register as a Private Limited Company?
Yes, and it is the structure most startups use, because it is the only one of the four that can issue equity shares, create an ESOP pool and take investment on a priced or convertible basis. A Private Limited Company can also apply for recognition under the Startup India scheme once incorporated, subject to that scheme's own eligibility conditions.
What happens after incorporation?
The company opens a current account and the subscribers pay in their subscription money. The first auditor must be appointed within 30 days through Form ADT-1, and Form INC-20A declaring commencement of business must be filed within 180 days. From there the company files its annual ROC returns and financial statements and has its accounts audited each year.
LLP Registration
What is an LLP?
A Limited Liability Partnership is a body corporate registered under the LLP Act, 2008. It has a legal identity separate from its partners, so it can own property and contract in its own name, while partners are liable only to the extent of the contribution they have agreed to bring in.
Who should choose an LLP?
An LLP suits a business run by the people who own it, where profit sharing is negotiated between partners and there is no plan to raise equity investment. Professional practices, consultancies and partner-operated service firms are common examples. If you expect to take on investors, a Private Limited Company is the more workable structure.
How many partners are required?
At least two partners, with no upper limit. At least two of them must be designated partners, who must be individuals and carry the responsibility for statutory compliance, and at least one designated partner must be a resident of India.
What are designated partners?
Designated partners are the partners specifically responsible for the LLP's compliance obligations, including its ROC filings. They must hold a DPIN and a digital signature. Every LLP needs at least two, and at least one must be resident in India. Ordinary partners share in profits and management without carrying that statutory responsibility.
What documents are required?
PAN, Aadhaar, identity proof, recent address proof in the partner's own name and a photograph for each partner, along with proof of the registered office address, a rent agreement if the premises are rented and a no-objection certificate from the owner.
What is the LLP registration process?
Digital signatures are obtained for the designated partners, the name is reserved through RUN-LLP, the FiLLiP incorporation form is filed with the Registrar, the Certificate of Incorporation is issued with an LLPIN, and the LLP Agreement is executed on stamp paper and filed in Form 3 within 30 days of incorporation.
Is the LLP Agreement mandatory?
Yes. The LLP Agreement must be filed in Form 3 within 30 days of incorporation. If no agreement is filed, the default provisions in the First Schedule to the LLP Act apply, which divide profits and management rights equally regardless of what the partners actually intended.
How is an LLP different from a Private Limited Company?
An LLP cannot issue equity shares or create an ESOP pool, which rules it out for venture funding. In exchange it carries lighter compliance: no board or general meetings, and audit only once turnover exceeds ₹40 lakh or contribution exceeds ₹25 lakh. A Private Limited Company requires a statutory audit from its first year regardless of turnover.
How is an LLP different from a partnership firm?
A partnership firm under the Indian Partnership Act, 1932, is not a separate legal entity and its partners carry unlimited personal liability, including for each other's acts. An LLP is a body corporate with limited liability, and a partner is not personally liable for another partner's wrongful acts. An LLP must file annually with the Registrar of Companies, which a partnership firm does not.
What annual filings does an LLP have?
Form 11, the annual return, is due by 30 May each year, and Form 8, the statement of account and solvency, by 30 October. Both are due even in a year with no business activity. Accounts must be audited if turnover exceeds ₹40 lakh or contribution exceeds ₹25 lakh. Late filing attracts a per-day penalty that keeps accruing until the filing is made.
Partnership Firm Registration
What is a partnership firm?
A partnership firm is a business carried on by two or more people who have agreed to share its profits, under the Indian Partnership Act, 1932. The firm is not a separate legal entity, so in law the partners collectively are the business, and they are personally responsible for its obligations.
How many partners are required?
At least two. The maximum is 50 partners, as prescribed under the rules made under the Companies Act. Every partner must be competent to contract, so a minor cannot be a partner, although a minor can be admitted to the benefits of a partnership with the consent of all partners.
What is a partnership deed?
The partnership deed is the written agreement between the partners. It records capital contributions, profit and loss sharing ratios, remuneration and interest on capital, each partner's duties and authority, banking arrangements, and how a partner is admitted, retires or is removed. Where the deed is silent, the default provisions of the Partnership Act apply, which may not be what the partners intended.
Is partnership registration mandatory?
No. The Indian Partnership Act, 1932, does not compel registration, and a firm can legally operate without it. However, section 69 prevents an unregistered firm or its partners from suing to enforce a contractual right against the firm or against a third party. In practice that means an unregistered firm cannot go to court to recover money a customer owes it, so we recommend registering.
What documents are needed?
PAN, Aadhaar, identity proof, address proof and a photograph for each partner, the partnership deed executed on stamp paper, proof of the firm's place of business, a rent agreement if the premises are rented, and a no-objection certificate from the owner.
What is the registration process?
The partners agree their terms, a deed is drafted and executed on stamp paper of the value prescribed by the state, the firm applies for its own PAN, and an application is filed with the Registrar of Firms for the state with the deed and supporting proofs. The Registrar issues a certificate of registration on approval.
How is a partnership firm different from an LLP?
The difference that matters most is liability. In a partnership firm the partners are personally liable without limit, including for the acts of the other partners. In an LLP, liability is limited to the agreed contribution and a partner is not personally liable for another partner's wrongful acts. An LLP is also a separate legal entity and can hold property in its own name, but it carries annual ROC filing obligations that a partnership firm does not.
Can a partnership firm be converted into an LLP or a company later?
Yes. The LLP Act and the Companies Act both provide routes for converting a registered partnership firm into an LLP or into a company, subject to conditions including the consent of all partners. Many firms start as a partnership and convert once the business grows or once limited liability becomes a real concern.
How is a partnership firm taxed?
The firm is assessed to income tax as a separate entity at the rate applicable to firms, plus applicable surcharge and cess. A partner's share of the firm's profit is exempt in the partner's own hands because it has already been taxed in the firm, but interest on capital and remuneration received from the firm are taxable for the partner, and are deductible for the firm only within the limits set by section 40(b).
Proprietorship Registration
What is a proprietorship?
A proprietorship is a business owned by one individual. It is not incorporated and has no legal identity separate from its owner, so the proprietor personally owns the assets, owes the debts and is assessed to tax on the income.
Is a proprietorship a separate legal entity?
No. This is the most important thing to understand about the structure. Unlike a Private Limited Company or an LLP, a proprietorship is legally the same person as its owner. The business cannot contract in its own name, cannot hold property in its own name, and does not receive its own PAN. There is also no limit on the proprietor's liability for business debts.
Is there a government proprietorship registration certificate?
No. There is no single registration or certificate that establishes a proprietorship, because it is not incorporated. A proprietorship is evidenced by the registrations it actually holds, most commonly Udyam registration, GST registration where applicable, and a shop and establishment registration. Be cautious of any provider that claims to issue a government proprietorship certificate.
Who should choose a proprietorship?
It suits a single owner starting small, where the business is not carrying significant liability risk and there is no plan to bring in partners or investors. Freelancers, consultants, local retailers and small service businesses commonly start this way. If you need limited liability or intend to raise funding, look at an LLP or a Private Limited Company instead.
What registrations may be applicable?
Udyam (MSME) registration, which is free and widely accepted as proof of the business. GST registration where turnover crosses the threshold or where the nature of supply makes it compulsory. Shop and establishment registration under state law for commercial premises. Beyond those, activity-specific licences such as FSSAI for food businesses, Import Export Code for import or export, and professional tax where the state levies it.
Is GST registration compulsory for a proprietorship?
Not always. It becomes compulsory once turnover crosses the applicable threshold, and irrespective of turnover in certain cases including inter-state supply of goods and supply through an e-commerce operator. Thresholds differ for goods and services and by state category. Some proprietors register voluntarily because business customers require a GST invoice to claim input credit. We assess which applies to your specific activity before filing.
What documents are needed?
The proprietor's PAN and Aadhaar, a photograph, proof of the place of business, a rent agreement if the premises are rented, a no-objection certificate from the owner, and bank details for Udyam registration.
How do I open a current account for a proprietorship?
Banks open a current account in the business name against the proprietor's PAN and Aadhaar together with proof that the business exists. Under RBI KYC norms most banks ask for two such proofs, which in practice means a combination such as Udyam registration plus a GST certificate or shop and establishment registration.
How is a proprietorship taxed?
Business income is included in the proprietor's own income tax return and taxed at the individual slab rates applicable to them, rather than at a separate rate for the business. There is no separate return for the business. A tax audit becomes applicable once turnover crosses the threshold under section 44AB, and presumptive taxation under sections 44AD or 44ADA may be available depending on the nature and scale of the activity.
Can a proprietorship be converted into a company or LLP later?
Yes. A proprietor can incorporate a Private Limited Company or an LLP and transfer the business to it, or form a partnership by bringing in a partner. This is a common path once the business grows, takes on more risk, or needs to look incorporated to its customers and lenders.
Question not answered here?
Call us or send a message. We will tell you what applies to your business specifically, before you commit to anything.
