How to Register a Private Limited Company in India

What is a Private Limited Company in India and who should choose it?

A Private Limited Company in India is a separate legal entity with limited liability, owned by shareholders and managed by directors, incorporated under the Companies Act, 2013. It is typically the preferred option for startups and growing businesses that plan to raise investment, issue equity, or scale beyond a sole proprietorship or partnership.

In simple terms, a private limited company separates your personal assets from the business, provides a recognized corporate structure, and signals credibility to investors, banks, and customers. It does come with more compliance than a simple proprietorship, so it fits best when you are serious about building a long‑term, scalable business in India.

• Minimum requirements:
  • 2 shareholders (can be individuals or corporate entities)
  • 2 directors (at least 1 must be a resident of India, i.e., stays in India for at least 182 days in a financial year)
  • Registered office address in India
  • Unique company name following MCA guidelines
• Key advantages:
  • Limited liability protection for shareholders
  • Separate legal entity: the company can own property, sue, and be sued in its own name
  • Easier to raise equity and debt funding
  • Perpetual succession: the company continues even if shareholders change
• Typical use cases:
  • Tech startups planning angel or VC funding
  • Export/import businesses and service companies working with foreign clients
  • Consulting, SaaS, manufacturing, and e‑commerce ventures expecting to scale

Founders often compare a Private Limited Company with LLPs, traditional partnerships, or sole proprietorships. If you want limited liability plus investors and ESOPs in the future, a Private Limited Company is usually the most flexible and recognizable structure in India.

How do you choose the right business structure and reserve a company name in India?

You choose the Private Limited Company structure by confirming it matches your funding, liability, and compliance expectations, then reserve your proposed company name through the MCA portal using the SPICe+ (Part A) form. The name must comply with MCA's naming rules, be unique, and not conflict with existing registered names or trademarks.

How to decide if a Private Limited Company is the right structure?

To decide, match your goals with what the structure offers and demands. A Private Limited Company is ideal if you want to separate ownership and management, raise capital, issue shares, or bring in co‑founders and investors over time.

• Choose a Private Limited Company if you:
  • Plan to raise equity funding or issue ESOPs
  • Need a recognized corporate form to contract with large enterprises or foreign clients
  • Want clear separation of personal and business assets
  • Are comfortable with annual ROC filings, board meetings, and audit requirements
• Consider simpler structures if you:
  • Are testing a very small idea with no investors and minimal risk (proprietorship)
  • Want limited liability but lighter compliance, and no external investors (LLP)

How do you choose and reserve a company name with the MCA?

You reserve a name by searching for similar names and trademarks, then filing SPICe+ Part A (name reservation) on the MCA portal. The MCA will approve or reject the name based on availability and compliance with naming guidelines.

1. Understand MCA naming rules
   • The name must be unique and not identical or too similar to an existing company/LLP on the MCA register.
   • The last words must typically be "Private Limited".
   • Avoid words that imply government patronage (like "National", "Republic", "Prime Minister") without approval.
   • If your name contains regulated words (like "Bank", "Insurance", "Stock Exchange"), you may need sectoral regulator approval.
2. Do a preliminary search
   • Search existing company and LLP names on the MCA portal: MCA
   • Check for existing trademarks on the Controller General of Patents, Designs & Trade Marks website.
3. File SPICe+ Part A for name reservation
   • Create a user account on the MCA portal and log in.
   • Access the SPICe+ form and fill Part A with:
     • Type of company: Private limited company
     • Category/sub‑category and main division of industrial activity
     • Proposed name(s) and brief objects of the company
   • Pay the prescribed name reservation fee (generally modest) and submit.
4. Respond to MCA queries, if any
   • The Registrar may ask for clarifications or supporting documents (for example, NOC from a trademark owner).
   • If approved, the name is reserved for a limited period (often 20-60 days); you must complete incorporation within this window.

Many incorporations now use SPICe+ in a single flow, where you can complete Part A (name) and Part B (incorporation and registrations) together, which speeds up the process if your documents are ready.

What documents, DIN, DSC, and constitutional documents do you need to register a Private Limited Company?

To register a Private Limited Company, you need personal KYC documents of all directors and shareholders, proof of registered office, Digital Signature Certificates (DSC), Director Identification Numbers (DIN), and the company's Memorandum of Association (MoA) and Articles of Association (AoA). These documents form the backbone of your incorporation application.

What personal and address documents are required?

You must collect identity and address proofs for each director and shareholder, and clear proof of the company's registered office in India.

• For each Indian director/shareholder (individual):
  • PAN card
  • Proof of identity: Aadhaar card, passport, voter ID, or driving license
  • Proof of residence: recent utility bill, bank statement, or Aadhaar (typically not older than 2-3 months)
  • Passport‑size photograph and contact details (email, mobile)
• For each foreign director/shareholder (individual):
  • Passport (notarized and apostilled/consularized as per rules)
  • Overseas address proof and photograph
• If a body corporate is a shareholder:
  • Certificate of incorporation and charter documents of the entity
  • Board resolution authorizing investment and nominating a representative
• For the registered office:
  • Recent electricity bill, water bill, property tax receipt, or registered lease deed
  • No‑Objection Certificate (NOC) from the owner if the premises are rented/shared

What is a Digital Signature Certificate (DSC) and how do you obtain it?

A Digital Signature Certificate is an electronic signature used to sign MCA e‑forms and other filings. At least one director and all subscribers signing the incorporation documents need a valid DSC.

1. Contact a licensed Certifying Authority in India (many operate online).
2. Submit identity and address proofs, photographs, and video or in‑person verification as per KYC norms.
3. Receive your DSC token or file, which you will use to sign SPICe+ and related forms.

What is a Director Identification Number (DIN) and how is it allotted?

A Director Identification Number is a unique number allotted by the MCA to a person who intends to become a director in a company. For new companies, DINs are now typically applied for and allotted directly through the SPICe+ incorporation form.

• You mention the particulars of the proposed directors in SPICe+ Part B.
• DIN is generated upon successful incorporation and approval, without a separate pre‑filing.
• Existing DIN holders use their existing number; no need to apply again.

What are the MoA and AoA and how are they prepared?

The Memorandum of Association (MoA) defines the company's name, state of registered office, objects (business activities), and liability of members. The Articles of Association (AoA) set out internal rules on shares, transfers, decision‑making, and governance.

• MoA (Form INC‑33 in electronic form):
  • States the main and ancillary objects of the company
  • Specifies authorized share capital and subscriber details
• AoA (Form INC‑34 in electronic form):
  • Contains rules on issue/transfer of shares, rights of different classes of shares
  • Regulates board meetings, general meetings, quorum, voting, and powers of directors
  • Can be tailored to startup or investor needs, or based on standard Table F with customizations

These documents are now typically generated and signed in electronic format as part of the SPICe+ form suite. Having a lawyer or company secretary draft or review your object clause and key governance rules helps prevent future disputes and regulatory issues.

How do you file SPICe+ and complete the MCA incorporation process?

You incorporate a Private Limited Company in India by completing SPICe+ (Part A and B) and linked forms on the MCA portal, attaching required documents, digitally signing them, and paying statutory fees. After MCA scrutiny, if the Registrar is satisfied, you receive the Certificate of Incorporation with your Corporate Identification Number (CIN).

What is SPICe+ and what does it cover?

SPICe+ (Simplified Proforma for Incorporating Company Electronically Plus) is an integrated web form on the MCA portal used to apply for name reservation, incorporation, and several statutory registrations in a single workflow.

• SPICe+ Part A: Name reservation.
• SPICe+ Part B: Incorporation and:
  • Allotment of DIN for new directors
  • PAN and TAN for the company
  • Registration for EPFO, ESIC, and other mandatory labor codes, as applicable
  • Optional GSTIN, Professional Tax (in certain states), and bank account through the AGILE‑PRO‑S form

Step‑by‑step: How to incorporate using SPICe+

The process is fully online, but it requires careful coordination of documents, signatures, and approvals.

1. Register on the MCA portal
   • Create a login on MCA and ensure your profile is updated.
2. Complete SPICe+ Part A (if not already done)
   • Enter proposed name and basic details; submit for reservation.
   • On approval, proceed directly to Part B from the same dashboard.
3. Fill SPICe+ Part B
   • Company details: type, category (e.g., company limited by shares), sub‑category, main division of industrial activity.
   • Capital structure: authorized and subscribed share capital and shareholding pattern.
   • Registered office address and ownership details.
   • Particulars of directors and subscribers (including number of shares each will hold).
   • Attachment uploads: identity/address proofs, NOC, office proofs, consent of directors, etc.
4. Prepare linked forms
   • e‑MoA (INC‑33) and e‑AoA (INC‑34): Review and finalize object clause and internal rules.
   • AGILE‑PRO‑S (INC‑35): Apply for GSTIN (if required), EPFO, ESIC, Professional Tax (for some states), and bank account.
5. Affix DSCs and professional certification
   • All subscribers and at least one director sign the forms using DSC.
   • A practicing professional (Company Secretary, Chartered Accountant, or Cost Accountant) usually certifies the forms.
6. Pay fees and submit
   • Pay ROC filing fees and stamp duty (varies by state and capital) through the MCA payment gateway.
7. Track status and respond to resubmission requests
   • Watch for MCA communication; if the Registrar raises queries or asks for resubmission, respond within the stipulated timeframe.
8. Receive Certificate of Incorporation
   • On approval, you receive a Certificate of Incorporation via email, containing the CIN, date of incorporation, and company name.
   • PAN and TAN allotment is usually simultaneous, and details appear on the Certificate or in attached documents.

Once the incorporation certificate is issued, your company is legally born and can begin operations, subject to sector‑specific approvals and tax registrations.

What post‑incorporation compliances are required: PAN, TAN, GST, and licenses?

After incorporation, you must ensure your company has PAN and TAN, a current bank account, GST registration if required, and any sector‑specific licenses. You also need to meet initial MCA compliances such as opening statutory registers, appointing auditors, and holding the first board meeting.

How do PAN and TAN work for a new company?

PAN (Permanent Account Number) and TAN (Tax Deduction and Collection Account Number) are typically allotted along with incorporation through SPICe+. Once issued, they enable your company to comply with income tax and TDS obligations.

• PAN:
  • Identifies the company for income tax purposes.
  • Mandatory for opening bank accounts, filing tax returns, and many financial transactions.
• TAN:
  • Required if your company will deduct tax at source (TDS) on salaries, contractor payments, rent, professional fees, etc.
  • Mentioned in TDS returns filed with the Income Tax Department.

When do you need GST registration?

You must register under GST if your aggregate turnover exceeds the threshold limits prescribed under the GST laws, or if you are engaged in certain activities like inter‑state supply of goods, certain online services, or e‑commerce operations. Many startups also obtain GST voluntarily to claim input tax credit and appear credible to B2B clients.

• Common reasons to obtain GST early:
  • You sell to GST‑registered businesses that want tax invoices and input credit.
  • You import goods or services, or export services/goods from India.
  • You operate via marketplaces or online platforms that require a GSTIN.
• Application process:
  • You can apply through AGILE‑PRO‑S linked with SPICe+ or directly on the GST portal: GST portal.
  • Provide business details, proof of principal place of business, and promoter/director details.

What other licenses and registrations might be needed?

Beyond MCA and tax registrations, you may need sector‑specific or local licenses depending on your business activities.

• Shops and Establishments registration (state‑specific) for offices or establishments
• Trade licenses from local municipal authorities for certain activities
• Professional Tax registration in states where applicable
• Sectoral approvals for banking, NBFC, insurance, education, healthcare, food (FSSAI), etc.

What early MCA and corporate governance compliances apply?

There are a few critical steps right after incorporation that founders often miss.

• Open the company's bank account using the Certificate of Incorporation, PAN, and KYC documents.
• Hold the first board meeting within 30 days of incorporation.
• Appoint the first statutory auditor (board appointment typically within 30 days; failing which, the shareholders must appoint).
• Issue share certificates to subscribers within the statutory time limit and record them in the register of members.
• Maintain statutory registers and prepare for annual filings with the MCA and the Income Tax Department.

How much does it cost, how long does it take, and when should you engage a corporate lawyer?

The government filing fees for incorporating a small Private Limited Company in India are usually modest, but total cost varies based on authorized capital, stamp duty in your state, and professional fees. With complete documents and a clean application, incorporation often completes within 1-3 weeks, although timelines can stretch if there are queries or high workloads at the Registrar's office.

What are the typical cost components?

Costs vary, but you can think of them in four main buckets.

Foreign shareholders, complex shareholding structures, or special rights in the Articles can also increase professional effort and cost. However, investing in quality drafting and compliance at the start usually saves far more in future disputes and penalties.

What are realistic timelines for incorporation?

Timeframes depend a lot on how quickly founders share accurate documents and how busy the ROC is, but these are common ranges.

• Document collection and DSCs: 2-7 days, depending on KYC and verification
• Name reservation: 2-5 working days, if no resubmission is required
• Filing SPICe+ and review by ROC: 5-10 working days once documents are ready

In a straightforward case with proactive founders and no resubmission, the entire process can sometimes be completed in around 10-15 working days from the time you start paperwork. Complex cases or repeated rejections can extend this to several weeks.

When is it essential to engage a corporate lawyer or company secretary?

Engaging a corporate lawyer or company secretary is strongly advisable if you plan to raise funding, issue different classes of shares, or operate in a regulated sector. A professional helps you choose the right structure, draft protective clauses, avoid rejections, and set up a compliance calendar that matches Indian laws.

• Situations where professional help is critical:
  • You have foreign directors or shareholders.
  • You want specific founder rights, vesting schedules, or complex share structures.
  • You operate in finance, healthcare, education, food, gaming, or other regulated sectors.
  • You are incorporating a holding company or special purpose vehicle.
• Benefits of working with a lawyer/CS:
  • Reduced risk of MCA rejections and delays.
  • Properly drafted MoA/AoA aligned with current and future plans.
  • Clear understanding of director responsibilities and compliance obligations from day one.

What are common misconceptions and mistakes when registering a Private Limited Company in India?

Many founders underestimate compliance, choose names or objects poorly, or assume that once incorporated, no further legal work is needed. Addressing these misconceptions early can save you legal and financial headaches later.

• "Any name is fine as long as MCA approves it once."
  • In reality, a name that conflicts with a registered trademark or brand can expose you to infringement claims even if the ROC approved it.
  • Always check both MCA and trademark databases and consider brand strategy, not just legal availability.
• "A Private Limited Company automatically protects me from all personal liability."
  • Directors can still face personal exposure for fraud, willful default, non‑payment of certain statutory dues, and personal guarantees to lenders.
  • Limited liability is powerful, but it is not absolute; governance and compliance still matter.
• "Once the company is incorporated, the legal work is done."
  • Incorporation is only the beginning. You must maintain accounting records, hold meetings, file annual returns and financial statements, and comply with tax and labor regulations.
  • Non‑compliance can lead to penalties, director disqualification, and in extreme cases, striking off of the company.

When should you hire a lawyer for registering a Private Limited Company in India?

You should hire a lawyer or company secretary at the planning stage if you anticipate fundraising, complex share structures, foreign investors, or sector‑specific regulations. Even for straightforward incorporations, professional review of your documents and filings significantly reduces the risk of rejections and future disputes.

• Engage a lawyer early if:
  • You are negotiating co‑founder equity splits and need a clear cap table.
  • You are drafting founder agreements, vesting conditions, or exit provisions.
  • You expect to raise angel or VC funding in the next 12-24 months.
  • You want to align Indian incorporation with a larger group structure (for example, a foreign holding company).
• A lawyer can help you with:
  • Choosing between Private Limited, LLP, or other structures based on your risk and funding profile.
  • Drafting customized MoA/AoA, shareholder agreements, and founders' agreements.
  • Ensuring compliance with FEMA, sectoral caps, and reporting if foreign funds are involved.
  • Setting up a practical compliance calendar for MCA, tax, GST, and labor laws.

What are the next steps to register your Private Limited Company in India?

The actionable path is to finalize your structure and co‑founder understanding, gather documents, and line up a legal or compliance professional to drive the filings. With clarity, proper documentation, and professional support, incorporation can be a predictable and manageable process instead of a distraction from building your business.

1. Clarify your business model, co‑founders, and capital structure.
2. Confirm that a Private Limited Company is right for your goals and risk profile.
3. Choose 2-3 compliant, brand‑ready name options and check MCA and trademark databases.
4. Collect KYC documents, office proofs, and obtain DSCs for all key persons.
5. Work with a lawyer or company secretary to draft MoA/AoA aligned with your plans.
6. Complete and file SPICe+ and supporting forms on the MCA portal and respond promptly to any queries.
7. After incorporation, open your bank account, obtain GST and other licenses as required, and set up basic corporate governance and accounting systems.

If you are ready to move forward, your next step is to speak with a qualified corporate lawyer or company secretary who works regularly with Indian incorporations. They can review your specific situation, estimate costs and timelines, and help you incorporate smoothly so you can focus on growing your business.

Frequently asked questions about registering a Private Limited Company in India

How many people are required to start a Private Limited Company in India?

You need at least two shareholders and two directors to start a Private Limited Company, and one person can be both a shareholder and a director. At least one director must be a resident of India.

Can a foreigner or foreign company own shares in an Indian Private Limited Company?

Yes, foreigners and foreign companies can generally own shares in an Indian Private Limited Company, subject to sector‑specific foreign direct investment (FDI) rules and reporting under FEMA. Professional guidance is important to structure the investment and handle filings correctly.

Can I register a Private Limited Company without visiting India?

In many cases, yes, especially if at least one director is an Indian resident and you coordinate digital signatures and KYC correctly. However, banks, regulators, or notaries in your home country may require some in‑person verification for documents and DSCs.

Is it possible to convert my proprietorship or partnership into a Private Limited Company?

Yes, there are structured processes to convert a proprietorship, partnership firm, or LLP into a Private Limited Company, often preserving business continuity and some tax benefits. This typically involves valuation, transfer of assets and liabilities, and specific MCA forms, where professional assistance is highly recommended.

Do I need a physical office address in India to incorporate?

Yes, you must provide a registered office address in India, which will appear on MCA records and where legal notices can be served. It can be a commercial office, co‑working space, or (where local rules permit) even a residential address with proper documentation and owner consent.