A private limited company is the structure most Indian founders pick when they want limited liability, a separate legal identity and the option to bring in investors later. The whole registration now runs online through one integrated MCA form, SPICe+. The paperwork is not hard. What trips founders up is the order of steps and two deadlines: 20 days after name approval, and 180 days after incorporation.
This guide covers who can register, the law behind it, the documents, each SPICe+ step, what it costs, and what you must file after the certificate arrives. If you would rather hand the filing over, our private limited company registration service runs it end to end.
Quick answers
| Question | Answer |
|---|---|
| Where do you register? | Online on the MCA portal, using the SPICe+ web form (INC-32). |
| What is the first step? | A Class 3 Digital Signature Certificate (DSC) for each proposed director and subscriber. |
| How many directors and members? | At least two directors and two shareholders (they can be the same people), with at least one director resident in India. |
| How long does it take? | About 7 to 15 working days if the name and documents are in order. |
| What is INC-20A? | The declaration of commencement of business, filed within 180 days of incorporation. |
| Is there a minimum capital? | No. There is no minimum paid-up capital requirement. |
| What is the deadline people miss? | SPICe+ Part B must be filed within 20 days of name approval, or the name lapses. |
What is a private limited company?
A private limited company (Pvt Ltd) is a privately held company registered under the Companies Act, 2013 and regulated by the Ministry of Corporate Affairs (MCA). It is a separate legal entity from its owners, so it can own assets, sign contracts, sue and be sued in its own name.
- Limited liability: shareholders are liable only up to the unpaid value of their shares. Personal assets stay protected.
- Separate legal identity: the company continues regardless of changes in ownership.
- Minimum two members: at least 2 shareholders and 2 directors.
- Maximum 200 members: shares cannot be offered to the public.
- Perpetual succession: the company is not affected by the death or exit of a member.
Investors prefer this structure because equity can be issued cleanly. If you are still weighing it against the alternatives, see Pvt Ltd vs LLP vs OPC or the two-way LLP vs private limited company comparison.
Who can register: eligibility and prerequisites
- At least two directors and two shareholders. The same two people can hold both roles.
- A unique company name that does not resemble an existing company or a registered trademark.
- A registered office address in India. Residential or commercial premises both work.
- A Class 3 DSC for every proposed director and subscriber.
The India-resident director test
At least one director must have stayed in India for 182 days or more during the financial year (section 149(3) of the Companies Act, 2013). A board made up only of directors living abroad cannot meet this, so NRI founders usually bring in one resident director.
No minimum paid-up capital
There is no mandatory minimum paid-up capital. You can start with a nominal amount and increase it later. Choose the authorised capital with care, because it drives the government fee and stamp duty.
If you are not yet sure a private limited company is the right entity, our company registration page compares the structures we register.
The law that governs incorporation
| Provision | What it covers |
|---|---|
| Section 3, Companies Act, 2013 | Formation of a company, including the two-member minimum for a private company |
| Section 7 | Incorporation: the documents filed and the Certificate of Incorporation |
| Section 12 | Registered office |
| Section 149 | Directors, including the resident director rule |
| Section 10A | Declaration of commencement of business (INC-20A) |
| Companies (Incorporation) Rules, 2014 | The forms, attachments and procedure for SPICe+ |
Applications are processed by the Central Registration Centre (CRC) under the MCA, and the Registrar of Companies (ROC) for your state issues the certificate.
Documents required
Directors and shareholders (Indian nationals)
- PAN card (mandatory)
- Aadhaar card
- Identity proof: voter ID, passport or driving licence
- Address proof: bank statement or utility bill not older than two months
- Passport-size photograph
Foreign nationals and NRIs
- Passport (mandatory for foreign nationals)
- Overseas address and identity proof, notarised and apostilled (or consularised)
Our guide for foreigners and NRIs registering a private limited company covers attestation in detail.
Registered office
- A recent utility bill (electricity, gas or property tax receipt) not older than two months
- No Objection Certificate (NOC) from the owner
- Rent agreement, if the premises are rented
How to scan and upload so the ROC does not query it
Scan every document in colour at 300 DPI, uncropped, with all four corners visible. Most MCA rejections come from blurred or cropped uploads, not from substantive issues. Make sure the name and address read the same on the utility bill, the NOC and the rent agreement. For the full list with attestation rules, see documents required for company registration.
Step-by-step registration process on SPICe+
SPICe+ (Simplified Proforma for Incorporating Company Electronically Plus) is the integrated MCA web form. Our SPICe+ form explainer goes field by field. Here is how the filing flows.
Step 1: Class 3 DSC for every director
Every MCA form is signed electronically, so each proposed director and subscriber needs a Class 3 digital signature from a licensed certifying authority. It is issued after Aadhaar-based e-KYC and a short video verification, usually in a day or two.
Step 2: Reserve the name in SPICe+ Part A (valid 20 days)
File SPICe+ Part A on the MCA portal with up to two proposed names and the main business objects. The name must not be identical or too similar to an existing company or a registered trademark, so check both the MCA and trademark databases first. An approved name is reserved for 20 days.
Step 3: SPICe+ Part B, filed within 20 days
Part B captures the capital structure, shareholding, registered office and director details. It also applies for the DIN, PAN and TAN. The DIN is allotted inside SPICe+ for up to three first directors, so first-time directors do not need a separate DIR-3 application. Part B must be filed within 20 days of name approval. If it is not, the reserved name lapses and you reserve a fresh name and pay the name fee again.
Step 4: e-MOA (INC-33), e-AOA (INC-34) and INC-9
The Memorandum of Association sets out the company's objects. The Articles of Association set out its internal rules. Both are filed electronically as INC-33 and INC-34 and signed with DSCs. The INC-9 declaration by subscribers and first directors is attached as well. Our MoA vs AoA guide explains the difference.
Step 5: AGILE-PRO-S (INC-35)
The linked AGILE-PRO-S form applies for EPFO, ESIC, a bank account, profession tax where the state levies it, and GST registration if you opt for it, in the same submission.
Step 6: Pay fees, submit, track the SRN
Pay the MCA fees and state stamp duty online. The form also carries the certification of a practising CA, CS or Cost Accountant. On submission, a Service Request Number (SRN) is generated, which you use to track the application.
Step 7: Certificate of Incorporation with CIN, PAN and TAN
Once the CRC is satisfied, the ROC issues the Certificate of Incorporation with the Corporate Identity Number (CIN), and the company's PAN and TAN are allotted with it. Our certificate of incorporation and CIN guide explains what each part of the certificate means.
What SPICe+ replaced
| Stage | Earlier (multiple forms) | Now (SPICe+) |
|---|---|---|
| Name approval | Separate RUN application | SPICe+ Part A |
| DIN | Separate DIR-3 | Inside Part B, for up to three first directors |
| PAN and TAN | Separate applications | Allotted with the Certificate of Incorporation |
| GST, EPFO, ESIC | Separate portals | AGILE-PRO-S |
Timeline: what each stage takes
| Stage | What happens | Typical timing |
|---|---|---|
| DSC | Digital signatures for directors and subscribers | Day 1 to 2 |
| Name approval (Part A) | Company name reserved for 20 days | Day 3 to 5 |
| SPICe+ Part B and linked forms | Incorporation, DIN, PAN, TAN, AGILE-PRO-S filed | Day 5 to 6 |
| Certificate of Incorporation | ROC approval, CIN, PAN and TAN issued | 7 to 15 working days in total |
A resubmission query from the ROC adds time, so the cleaner the documents, the closer you get to the short end.
What company registration costs
| Component | What it is |
|---|---|
| Name reservation (Part A) | ₹1,000 per name application |
| SPICe+ Part B incorporation fee | Nil where authorised capital is ₹15 lakh or less |
| Stamp duty on the MOA and AOA | At actuals, set by your state's Stamp Act |
| Class 3 DSC per person | At actuals, from a licensed certifying authority |
| PAN and TAN | ₹66 and ₹65, paid in the same filing |
| Professional fee | Regikart: from ₹1,499 |
Professional fees exclude GST at 18%. Government fees, where they apply, are paid at actuals and shown separately. Fees verified on 25 September 2026.
Pick an authorised capital you actually need. You can increase authorised capital later, paying only the difference in fee. For a line-by-line breakdown, including state stamp duty, see private limited company incorporation cost.
After incorporation: INC-20A within 180 days
Before it can start business or borrow, the company must receive the subscription money from every subscriber into its bank account and file the declaration of commencement of business in Form INC-20A within 180 days of incorporation. Our INC-20A filing service handles this.
What happens if you skip INC-20A
Under section 10A, the company faces a penalty of ₹50,000 and each officer in default ₹1,000 per day, up to ₹1,00,000. The company cannot borrow or start business until the form is filed.
Auditor appointment within 30 days and ADT-1
The board must appoint your first auditor within 30 days of incorporation, and the appointment is intimated to the ROC in Form ADT-1.
The rest of the first-year list
- Open a current account in the company's name and deposit the subscribed capital.
- Maintain statutory registers and hold board meetings as the Act requires.
- File annual ROC filing forms AOC-4 and MGT-7 (or MGT-7A for a small company) each year, plus the income-tax return.
- Every director's director KYC (DIR-3 KYC) is now due once every three financial years by 30 June (G.S.R. 943(E), effective 31 March 2026). The next date is 30 June 2028 for directors already compliant.
- Check whether you are a small company: paid-up capital up to ₹10 crore and turnover up to ₹100 crore (G.S.R. 880(E), 1 December 2025). Most new companies are, and that lightens the compliance load.
Our steps after company registration guide walks through the first year in order.
Registered office penalty under section 12
The company must keep a registered office capable of receiving communications. If it fails to maintain one, the company and every officer in default face a penalty of ₹1,000 per day, up to ₹1,00,000, under section 12 of the Companies Act, 2013. Keep the address current and file any change on time.
Common mistakes that cause resubmission
- Filing Part B after the 20-day window. The reserved name lapses and you must reserve a fresh name and pay again.
- Stale address proof. The MCA rejects utility bills and bank statements older than two months.
- A name that clashes with a company or trademark. Run an MCA name search and a trademark search before Part A.
- Issuing equity to founders informally before incorporation. You cannot allot shares retroactively. Record the founders' holdings in the subscription at incorporation.
- Forgetting INC-20A. The company cannot start business or borrow until it is filed, and the section 10A penalty applies.
Key takeaways
- Registration runs through SPICe+ on the MCA portal under the Companies Act, 2013 and usually takes 7 to 15 working days.
- You need two directors (one resident in India for 182 days or more), two shareholders and a Class 3 DSC each.
- File SPICe+ Part B within 20 days of name approval, or the name lapses.
- The MCA incorporation fee is nil up to ₹15 lakh authorised capital; the name fee, stamp duty, DSC and PAN and TAN are separate.
- File INC-20A within 180 days and appoint the first auditor within 30 days of incorporation.
Talk to Regikart
Regikart's Chartered Accountants and Company Secretaries handle private limited company registration from DSC and name approval to SPICe+, INC-20A and the first-year compliance. We work with 250+ clients from offices in Kolkata (head office), Delhi and Bengaluru. Call or WhatsApp +91 70444 94804, or contact us.
Frequently asked questions
How many people are needed to register a private limited company in India?
At least two directors and two shareholders. The same two people can be both, and at least one director must have stayed in India for 182 days or more during the financial year.
Is there a minimum capital requirement for a private limited company?
No. There is no minimum paid-up capital. You can incorporate with a nominal amount and increase it later.
How long does private limited company registration take?
Usually 7 to 15 working days once the name is approved and the documents are complete and consistent. A query from the ROC adds time.
Can I register a company myself online?
Yes, SPICe+ is fully online. But the form must be certified by a practising CA, CS or Cost Accountant, so a professional has to be involved at that stage in any case.
What is the difference between SPICe+ Part A and Part B?
Part A reserves the company name. Part B is the incorporation itself: capital, registered office, directors, and the linked DIN, PAN and TAN applications.
What happens if I do not file SPICe+ Part B within 20 days?
The reserved name lapses. You must apply for the name again and pay the name reservation fee again.
Do I need a commercial office to register?
No. A residential address can be the registered office, with a recent utility bill and a no-objection certificate from the owner.
What is INC-20A and when is it due?
INC-20A is the declaration of commencement of business under section 10A. It is filed within 180 days of incorporation, after the subscribers have paid for their shares. Until it is filed, the company cannot start business or borrow.
What is the difference between MoA and AoA?
The Memorandum of Association (MoA) sets out the company's objects and scope. The Articles of Association (AoA) set out the internal rules for running it.
Can a foreign national or NRI be a director?
Yes. Foreign nationals and NRIs can be directors and shareholders, but at least one director must be resident in India, and documents issued abroad must be notarised and apostilled or consularised.
What are the main compliances after registration?
INC-20A within 180 days, first auditor within 30 days, annual AOC-4 and MGT-7 or MGT-7A, the income-tax return, statutory registers and board meetings, and DIR-3 KYC for each director once every three financial years by 30 June.
About the author
CS Gaurav Singh
Company Secretary at Regikart. Want to discuss this in the context of your business?
