Private limited company registration in India is completed entirely online through the Ministry of Corporate Affairs (MCA) portal, primarily using the SPICe+ (INC-32) form. A company is legally born on the date printed on its Certificate of Incorporation, which the Registrar of Companies (ROC) issues after verifying the application. For a straightforward case with all documents in order, the whole process typically takes about 7 to 15 working days.
Part of the corporate and commercial law practice at S Jain & Attorneys, Bangalore.
This guide explains the registration process step by step, the documents you need, what the MCA filing involves, the indicative cost, the realistic timeline, and the post-incorporation deadlines that catch most founders out. It is written for founders, startups and small businesses planning to incorporate under the Companies Act 2013. Whether you are converting a proprietorship or starting fresh, understanding private limited company registration in India before you file saves money and avoids resubmission delays.
If you want hands-on help, our corporate and commercial law team advises on entity selection, incorporation, and post-incorporation compliance.
What is a private limited company under the Companies Act 2013?
A private limited company is a company defined under Section 2(68) of the Companies Act 2013. By its articles, a private company restricts the right to transfer its shares, limits the number of members to 200 (excluding present and past employee-members), and prohibits any invitation to the public to subscribe for its securities.
The two features founders care about most are:
- Limited liability. A shareholder's exposure is limited to the unpaid amount on their shares. Personal assets are generally protected, subject to exceptions like fraud or personal guarantees.
- Separate legal personality. The company is a distinct legal person that can own property, sue, and be sued in its own name, a principle traceable to the classic rule in Salomon v Salomon & Co Ltd.
A private limited company must have a minimum of two shareholders and two directors. Section 149(1)(a) of the Act fixes the minimum at two directors for a private company and the maximum at fifteen, which can be exceeded only by special resolution. Section 149(3) requires at least one director who stays in India for a total period of not less than 182 days during the financial year, applied proportionately in the year of incorporation. Every director must hold a Director Identification Number (DIN), and there is no minimum paid-up capital requirement, the earlier one lakh rupee floor in Section 2(68) having been omitted by the Companies (Amendment) Act 2015 with effect from 29 May 2015.
What the Companies Act 2013 requires before a private company can exist.
Section 2(68), the definition
By its articles a private company restricts the transfer of its shares, limits members to 200 excluding employee-members, and prohibits any invitation to the public to subscribe.
Two shareholders, two directors
Section 149(1)(a) fixes the minimum at two directors and the maximum at fifteen, which can be exceeded only by special resolution. Every director must hold a DIN.
The resident director rule
Section 149(3) requires at least one director who stays in India for not less than 182 days in the financial year, applied proportionately in the year of incorporation.
No minimum paid-up capital
The earlier one lakh rupee floor in Section 2(68) was omitted by the Companies (Amendment) Act 2015 with effect from 29 May 2015.
Key takeaway. Choose the structure on how you intend to raise money and reward people, not on which is cheapest to register. A private limited company is the only one of the common Indian small-business vehicles that comfortably supports priced equity rounds, convertible instruments and employee stock options. If you will never raise external equity, the compliance load of a company may not be worth carrying.
Private limited company vs other structures
Choosing the right vehicle matters before you start the registration process. The table below compares the most common Indian structures for small and growing businesses.
| Feature | Private Limited Company | LLP | One Person Company (OPC) | Sole Proprietorship |
|---|---|---|---|---|
| Governing law | Companies Act 2013 | LLP Act 2008 | Companies Act 2013 | No separate statute |
| Minimum members | 2 shareholders | 2 partners | 1 member | 1 |
| Minimum directors/partners | 2 directors | 2 designated partners | 1 director | Not applicable |
| Liability | Limited | Limited | Limited | Unlimited |
| Separate legal entity | Yes | Yes | Yes | No |
| Fundraising and VC suitability | High | Low | Low | Very low |
| Employee stock options | Straightforward | Not available in the same form | Impractical | Not available |
| Annual compliance burden | Higher | Moderate | Moderate | Minimal |
If a partnership-style structure suits you better, read our note on LLP registration in India before deciding.
One point worth knowing before you file: if the company's paid-up capital stays within four crore rupees and its turnover within forty crore rupees, it is a small company under Section 2(85) read with the Companies (Specification of Definitions Details) Rules, and several compliance concessions follow. Holding and subsidiary companies, Section 8 companies and companies governed by a special Act are excluded from the definition however small they are.
The private limited company registration process step by step
The MCA has consolidated incorporation into a single web form, SPICe+ (INC-32), which bundles several approvals together. MCA has also been migrating company forms to its newer V3 platform in phases, so confirm which platform the incorporation forms are live on before you begin, because the login and the form behaviour differ. Here is the typical sequence.
- Obtain Digital Signature Certificates (DSC). Every proposed director and subscriber who signs the e-forms needs a Class 3 Digital Signature Certificate, issued by a licensed Certifying Authority. The DSC is what makes the electronic filing legally valid, and it must be in the exact name and PAN combination used in the forms.
- Reserve the company name through SPICe+ Part A. Propose names that comply with the Companies (Incorporation) Rules 2014 and are not identical or too similar to an existing company, LLP or registered trade mark. Under the first proviso to Section 4(5)(i), an approved name for a new company is reserved for twenty days from the date of approval, within which incorporation must be completed. Section 4(5)(ii) allows the reserved name to be cancelled and a penalty of up to one lakh rupees to be imposed if the name was obtained on wrong or incorrect information.
- Complete the incorporation details in SPICe+ Part B. Part B captures the capital structure, the registered office, director and subscriber details, and applications for PAN, TAN, EPFO, ESIC, profession tax where applicable, and a bank account. This is the heart of the MCA filing. DINs for the first directors are applied for within this form, so separate applications are usually unnecessary at incorporation.
- File the linked forms: e-MoA (INC-33), the electronic Memorandum of Association; e-AoA (INC-34), the electronic Articles of Association; AGILE-PRO-S (INC-35) for GST, EPFO, ESIC, bank account and profession tax registration; and INC-9, the declaration by subscribers and first directors, which is auto-generated in most cases.
- Answer ROC scrutiny. The Registrar examines the application. If everything is in order, the ROC issues the Certificate of Incorporation with the company's Corporate Identity Number (CIN), along with PAN and TAN. If there are defects, the form is marked for resubmission and you correct and refile within the time allowed.
- Hold the first Board meeting within thirty days of incorporation, as Section 173(1) requires, and appoint the first auditor. Section 139(6) requires the Board to appoint the first auditor within thirty days of registration; if it fails, the members must do so at an extraordinary general meeting within ninety days, and that auditor holds office until the conclusion of the first annual general meeting.
- Fix and verify the registered office. Section 12(1) requires a company to have a registered office within thirty days of incorporation and at all times thereafter, and Section 12(2) requires verification of the registered office to be furnished to the Registrar within thirty days of incorporation.
- Open the bank account and bring in the subscription money. Each subscriber must actually pay the value of the shares they agreed to take, into the company's own account, and the bank statement showing that credit is the evidence for the next step.
- File the declaration of commencement of business in Form INC-20A within 180 days, under Section 10A. The declaration confirms that every subscriber has paid the value of the shares agreed to be taken, and it cannot be filed truthfully until the money is actually in.
- Set up the statutory registers and books, including the register of members, register of directors and key managerial personnel, minutes books and the books of account, and put the company's name, registered office address and CIN on its letterhead, invoices and website.
Deadline warning. Form INC-20A under Section 10A is the deadline founders miss most often, because nothing appears to go wrong when it slips. Section 10A(2) makes the company liable to a penalty of fifty thousand rupees, and every officer in default to one thousand rupees for each day the default continues, up to one lakh rupees. Worse, Section 10A(3) allows the Registrar, where no declaration is filed within 180 days and he has reasonable cause to believe the company is not carrying on business, to initiate action to strike the company off the register. Until INC-20A is filed the company also cannot lawfully commence business or exercise borrowing powers.
Documents required for private limited company registration
Keep clear, recent and matching documents ready, because mismatches are the leading cause of resubmission. The list below is indicative.
| Category | Documents |
|---|---|
| Director and shareholder identity | PAN card (mandatory for Indian nationals); passport (mandatory for foreign nationals) |
| Director and shareholder address | Aadhaar, voter ID, passport or driving licence; plus a recent bank statement or utility bill (usually not older than 2 months) |
| Photographs | Passport-size photographs of directors and subscribers |
| Registered office proof | Latest utility bill (electricity or telephone) for the premises, usually not older than 2 months |
| Registered office consent | No-objection certificate (NOC) from the owner; rent agreement if leased |
| Foreign nationals and entities | Notarised and apostilled identity and address documents, per the Incorporation Rules |
For a foreign subscriber or NRI director, documents generally need notarisation and apostille, or consular attestation, so build extra time into your timeline.
Common mistake. Treating the name and the registered office as afterthoughts. The two commonest resubmission triggers are a proposed name that is too close to an existing company, LLP or registered trade mark, and a registered office pack that does not hang together, where the utility bill is in one person's name, the rent agreement in another's, and the NOC is signed by someone who is neither. Run a trade mark search alongside the MCA name search, and make sure the owner named on the utility bill is the person who signs the NOC.
How much does private limited company registration cost in India?
The cost has two parts: statutory and government fees payable to the MCA and to the state, and professional fees charged by the lawyer, company secretary or chartered accountant who files for you. Government fees themselves vary with authorised capital and the stamp duty rate of the state where the registered office sits, so the figures below are indicative ranges, not quotations.
| Cost component | Indicative range (INR) | Notes |
|---|---|---|
| DSC (per signatory) | About 1,000 to 2,000 | One-time, per person; varies by Certifying Authority |
| MCA name reservation (SPICe+ Part A) | About 1,000 | Government fee |
| Government incorporation fee and stamp duty | Varies by state and capital | Many companies up to a certain authorised capital pay no MCA filing fee, but state stamp duty still applies |
| Professional and advisory fees | Varies | Depends on complexity, foreign shareholding, drafting needs |
| First-year compliance (auditor, filings, registers) | Varies | Budget for it at the outset; it is a recurring cost, not a one-time one |
Because stamp duty and professional scope differ widely, treat any all-in figure cautiously and ask for a written breakup. Government fees are notified under the Companies (Registration Offices and Fees) Rules 2014 and are periodically revised, so verify current rates on the MCA portal.
How long does the registration process take?
For a clean, fully documented Indian-resident case, incorporation commonly completes in about 7 to 15 working days. The timeline depends on DSC issuance, name approval, document accuracy, ROC workload, and whether any resubmission is required.
| Stage | Indicative time |
|---|---|
| DSC issuance | 1 to 2 working days |
| Name reservation (Part A) | 1 to 3 working days |
| Document preparation and signing | 2 to 4 working days |
| SPICe+ Part B and linked forms filing | 1 day to file |
| ROC processing and Certificate of Incorporation | 2 to 7 working days |
Foreign directors, apostille requirements, name objections or resubmissions can extend this materially. Remember that the twenty-day reservation window under Section 4(5) runs from name approval, so a long gap between approval and filing Part B can cost you the name.
What happens after incorporation: the first-year compliance calendar
Incorporation is the easy part. The obligations that follow are statutory, dated, and enforced with penalties that accrue daily. Diarise these on the day the Certificate of Incorporation arrives.
| Obligation | Provision | Deadline |
|---|---|---|
| First meeting of the Board of Directors | Section 173(1) | Within 30 days of the date of incorporation |
| Appointment of the first auditor by the Board | Section 139(6) | Within 30 days of registration; failing which the members appoint at an EGM within 90 days |
| Registered office in place and verification filed with the Registrar | Section 12(1) and 12(2) | Within 30 days of incorporation |
| Declaration of commencement of business in Form INC-20A | Section 10A | Within 180 days of incorporation |
| Minimum four Board meetings a year | Section 173(1) | Not more than 120 days between two consecutive meetings |
| First annual general meeting | Proviso to Section 96(1) | Within 9 months of the close of the first financial year; later AGMs within 6 months of the close of the financial year |
| Filing of financial statements with the Registrar | Section 137(1) | Within 30 days of the annual general meeting |
| Filing of the annual return | Section 92(4) | Within 60 days of the annual general meeting |
Layered on top of these are the tax and labour registrations obtained through AGILE-PRO-S, the company's income tax return and TDS obligations, and GST returns if the company is registered. None of them wait for the business to start earning.
A note on changing law and section numbers
The Companies Act 2013 is the governing statute for company incorporation, and its core sections referenced here, Section 2(68) (definition), Section 7 (incorporation) and Section 10A (commencement of business), have not been renumbered.
However, India recodified its general criminal laws in 2023 and 2024. The Indian Penal Code became the Bharatiya Nyaya Sanhita (BNS) 2023, the Code of Criminal Procedure became the Bharatiya Nagarik Suraksha Sanhita (BNSS) 2023, and the Indian Evidence Act became the Bharatiya Sakshya Adhiniyam (BSA) 2023. Company incorporation is not governed by those codes, but any criminal-law exposure, for example the general cheating and forgery provisions that once sat in the IPC and are commonly pleaded alongside company law disputes, now maps to the BNS. If your matter touches those areas, confirm the current section numbers under the BNS, BNSS and BSA, because old IPC and CrPC citations are no longer the operative provisions.
Always verify the live position on the MCA portal and on India Code before acting.
A practitioner's note on where incorporations go wrong
Almost nobody comes to us because the incorporation itself failed. They come about eleven months later. The pattern repeats with unnerving regularity. Two founders incorporate quickly and cheaply through an online package, split the shares fifty-fifty because it felt fair on the day, adopt the standard articles without reading them, and never sign a shareholders' agreement. There is no vesting, so when one of them leaves in month nine he keeps half the company. There is no transfer restriction beyond the bare requirement in Section 2(68), no tag-along or drag-along, no deadlock mechanism, and no clarity on who signs what. Meanwhile the subscription money was never actually paid into the company's account, INC-20A was therefore never filed, and the first the founders hear of it is a penalty notice or a strike-off enquiry. The fixes are all cheap at the start and expensive later: pay the subscription money properly and keep the bank statement, file INC-20A the week the money lands, put the auditor appointment and the first Board meeting in the calendar on day one, and get a shareholders' agreement and a founder vesting schedule signed before there is anything worth fighting over. If a dispute has already started, our guide to shareholder disputes in private limited companies sets out the remedies.
Frequently Asked Questions
How many people are needed to register a private limited company in India?
A private limited company needs a minimum of two shareholders and two directors. The same individuals can be both shareholders and directors, and at least one director must stay in India for at least 182 days in the financial year under Section 149(3).
Is there a minimum capital requirement for a private limited company?
No. The Companies (Amendment) Act 2015 removed the earlier minimum paid-up capital requirement from Section 2(68) with effect from 29 May 2015, so there is no statutory minimum capital to register a private limited company today.
What is SPICe+ on the MCA portal?
SPICe+ (INC-32) is the MCA's integrated web form for company incorporation. Part A reserves the name and Part B handles incorporation along with PAN, TAN, EPFO, ESIC, GST, profession tax and bank account applications.
How long does private limited company registration take?
For a complete, error-free application by Indian-resident promoters, incorporation usually takes about 7 to 15 working days, depending on DSC issuance, name approval, ROC processing, and whether resubmission is needed.
What documents are required for registration?
Typically, identity and address proof for each director and shareholder (PAN for Indians, passport for foreign nationals), photographs, proof of the registered office such as a recent utility bill, and a no-objection certificate from the premises owner.
Can a foreigner or NRI register a private limited company in India?
Yes, subject to FEMA and FDI conditions for the relevant sector. A foreign national can be a director or shareholder, but their documents generally require notarisation and apostille, and at least one director must still satisfy the residence requirement in Section 149(3).
Do I need to file anything after incorporation?
Yes. Among other steps, the Board must meet within 30 days and appoint the first auditor within 30 days under Section 139(6), the registered office verification is due within 30 days under Section 12, the declaration of commencement of business in Form INC-20A is due within 180 days under Section 10A, and annual filings under Sections 92 and 137 follow the first annual general meeting.
How long is an approved company name valid?
Under the first proviso to Section 4(5)(i), a name approved for a new company is reserved for twenty days from the date of approval. If incorporation is not completed within that window the reservation lapses and the name has to be applied for again, with the risk that someone else has taken it.
What happens if Form INC-20A is not filed within 180 days?
Section 10A(2) imposes a penalty of fifty thousand rupees on the company and one thousand rupees a day on every officer in default, capped at one lakh rupees. Under Section 10A(3) the Registrar can also initiate action to remove the company's name from the register, and until the declaration is filed the company cannot lawfully commence business or exercise borrowing powers.
Will my company qualify as a small company, and does that help?
If it is not a public company, not a holding or subsidiary company, not a Section 8 company and not governed by a special Act, and its paid-up capital and turnover stay within four crore rupees and forty crore rupees respectively under Section 2(85) and the Companies (Specification of Definitions Details) Rules, it is a small company and several compliance concessions follow. The thresholds are tested on the figures for the immediately preceding financial year, so the status can change from year to year.
This article is for general informational purposes only and does not constitute legal advice. Laws change and every situation is different; please consult a qualified advocate about your specific matter.
