Incorporation paperwork rarely fails because something is hard. It fails because something is missing: an address proof a week too old, an NOC nobody signed, a name that clashes with a trademark, or a director who turns out not to be eligible.
This checklist covers both halves of private limited company registration: the legal requirements you must meet before you file, and the tasks in the order you will need them, before SPICe+, during it and in the 180 days after.
Quick answers
| Question | Answer |
|---|---|
| Minimum directors? | Two, at least one resident in India for 182 days or more during the financial year. |
| Minimum and maximum shareholders? | Minimum two, maximum 200. Directors can also be the shareholders. |
| Minimum capital? | None. There is no minimum paid-up capital. |
| Registered office? | An address in India, which can be residential with the owner's NOC. |
| Most commonly missed item? | INC-20A, due within 180 days of incorporation. |
| Can I file without a professional? | You can use this checklist yourself, but SPICe+ must be certified by a practising CA, CS or Cost Accountant. |
The minimum requirements, with the law behind each
| Requirement | Minimum | Legal basis |
|---|---|---|
| Directors | 2 (1 resident in India) | Sections 149 and 2(68) |
| Shareholders | 2 (maximum 200) | Section 2(68) |
| Paid-up capital | None | Companies (Amendment) Act, 2015 |
| Registered office | 1 in India | Section 12 |
| DSC | For each director and subscriber | MCA e-filing rules |
| DIN | For each director | Allotted through SPICe+ |
Two directors, at least one resident in India (182 days, s.149)
Any individual aged 18 or above can be a director, including foreign nationals and NRIs. At least one director must have stayed in India for 182 days or more during the financial year, under section 149(3). Foreign founders can own and direct an Indian company, but they must still appoint at least one resident director.
Two shareholders, maximum 200 (s.2(68))
The same two people can be both directors and shareholders, so a company can be started by two individuals. A private company cannot have more than 200 members.
No minimum paid-up capital (2015 Amendment)
The minimum paid-up capital requirement was removed in 2015. You choose the authorised and paid-up capital, and the MCA incorporation fee is nil up to ₹15,00,000 of authorised capital (Rule 38(2), in force from 18 March 2019). Stamp duty is payable separately and varies by state.
A registered office in India (s.12)
The company must have a registered office capable of receiving communications from the date of incorporation. A residential address is accepted with a utility bill and the owner's NOC.
Who cannot be a director: section 164 disqualification
A person disqualified under section 164 of the Companies Act, 2013 cannot be appointed as a director. A common example is someone whose previous company failed to file its financial statements or annual returns for three years in a row.
Acting as a director while disqualified can attract imprisonment of up to one year, or a fine from ₹1,00,000 to ₹5,00,000, or both. Check every proposed director's DIN status on the MCA portal before filing. If a DIN has been deactivated, DIN activation comes first. New directors get their DIN inside SPICe+; an existing company adds one through DIN registration.
Are you ready to file? The five-point pre-flight check
Pre-incorporation checklist
This is where most preventable delays start. Work through all four lists before anyone opens the MCA portal. The full document rules are in our guide to documents required for company registration.
Director and shareholder readiness
- PAN card (self-attested) for every Indian director and shareholder
- Aadhaar card, linked to an active mobile number for OTP-based DSC verification
- Recent passport-size photograph on a white background
- Personal mobile number and email ID for each person, used for the DIN and DSC
- Address proof not older than two months: bank statement or utility bill
- Specimen signature on plain white paper
- For NRI and foreign directors: passport and overseas address proof, apostilled or consularised
Registered office readiness
- Proof of the office address: electricity bill or property tax receipt, not older than two months
- Rent agreement, if rented, showing the owner's name, tenant's name and full address
- NOC from the property owner, signed
- Owner's identity proof
Company name decision
- Two name choices ready, in order of preference
- Each name checked on the MCA portal for availability
- Each name checked against trademarks on the IP India portal
- No prohibited or restricted words under the MCA naming rules
DSC procurement
- Class 3 digital signature certificate applied for every director and subscriber
- DSC token received and tested
- DSC registered on the MCA portal
During-incorporation checklist: the SPICe+ filing
Once the pre-work is done, this stage is about precision in the forms.
MOA (INC-33)
- Name clause matches the approved name exactly
- State of the registered office is correct
- Objects clause covers all intended and near-future business activities
- Liability clause reads "limited by shares"
- Authorised capital clause matches the figure in SPICe+ Part B
AOA (INC-34)
- Share transfer restrictions included
- First directors named
- Subscribers' signatures affixed as applicable
SPICe+ Part B, AGILE-PRO-S and INC-9
- All director DSCs attached
- DIN details correct for any director who already holds one
- Authorised and paid-up capital entered correctly
- Registered office address matches the proof documents exactly
- AGILE-PRO-S (INC-35) completed: GSTIN, EPFO, ESIC and bank account preferences
- INC-9 declaration prepared for each subscriber and first director
- Certification by a practising CA, CS or Cost Accountant
- Filing fees and stamp duty paid through the MCA payment gateway
The 20-day window after name approval
An approved name is reserved for 20 days. If SPICe+ Part B is not filed within that window, the name lapses and you may have to apply again. Have every document on this list ready before you file Part A, so Part B can follow quickly.
Post-incorporation checklist: the first 180 days
The Certificate of Incorporation starts a 180-day window with real deadlines.
Day 1 to 30: bank account, first board meeting, auditor and ADT-1
- Save the Certificate of Incorporation securely, in digital and physical form
- Note the CIN, PAN and TAN issued with it
- Open the company's current account (needs the COI, MOA, AOA and a board resolution)
- Hold the first board meeting within 30 days of incorporation
- Appoint the first statutory auditor within 30 days of incorporation, and file ADT-1 within 15 days of that board meeting. See auditor appointment
- Pass the first board resolutions: bank account, authorised signatories and similar
Within 60 days: GST, Udyam, IEC, professional tax
- GST registration, if the turnover threshold applies or you make interstate supplies
- Udyam registration, which is free. Check the current limits in our note on MSME classification
- IEC registration, if you will import or export
- Professional tax registration, where your state levies it. See our professional tax guide
Within 180 days: INC-20A
- Deposit the subscription money from every subscriber into the company's bank account
- File INC-20A, the declaration of commencement of business, within 180 days of incorporation
- Hold the next board meetings within the required gaps
The penalties behind the deadlines
| Default | Consequence | Section |
|---|---|---|
| INC-20A not filed within 180 days | ₹50,000 on the company, and ₹1,000 per day on each officer in default, up to ₹1,00,000. The company cannot commence business or borrow until it files | Section 10A |
| No registered office capable of receiving communications | ₹1,000 per day, up to ₹1,00,000 | Section 12 |
| Acting as a director while disqualified | Imprisonment up to one year, or a fine of ₹1,00,000 to ₹5,00,000, or both | Section 164 |
Annual compliance, in brief
Incorporation happens once; compliance continues every year. The recurring rhythm, kept brief:
- At least four board meetings a year, with no more than 120 days between two
- AGM within six months of the financial year end. The first AGM can be held within nine months of the end of the first financial year
- AOC-4 (financial statements) within 30 days of the AGM
- MGT-7 or MGT-7A (annual return) within 60 days of the AGM
- Statutory audit completed before the AGM
- The company's income tax return by its due date
A small company, meaning paid-up capital up to ₹10 crore and turnover up to ₹100 crore (G.S.R. 880(E), 1 December 2025), gets a lighter version of this list, including MGT-7A and fewer board meetings.
Once every three years, not annually: DIR-3 KYC for each director is due once every three financial years by 30 June (G.S.R. 943(E), effective 31 March 2026). Directors already compliant are next due by 30 June 2028. Filing on time costs nothing; a late filing costs ₹5,000, and a change of mobile, email or address must be reported within 30 days at ₹500. Our director KYC service handles this.
For the full year-by-year list, see the private limited company annual compliance checklist and our annual ROC filing service.
Common mistakes founders make
- No resident director. The application is rejected for breaching section 149. Confirm the 182-day test before filing.
- Using a disqualified director. The filing fails and the person faces penalties under section 164.
- Choosing a name without a trademark check. A name can clear the MCA database and still infringe a registered trademark, which can force a change later. Check IP India too.
- Setting the wrong authorised capital. A higher figure means higher stamp duty in many states for capital you may never issue. Set it to what you need; you can increase authorised capital later through SH-7, which is charged on the difference.
- Weak office proof. An old utility bill or a missing NOC causes ROC objections.
- Mismatched name or address proofs. KYC details that differ across documents delay incorporation.
- An objects clause that does not match the business. Banks and the ROC both notice. Draft it to fit the business you run now and the one you plan.
- Forgetting INC-20A. The company cannot commence business or borrow until it is filed.
Let Regikart run this checklist for you
Our CA and CS team works through every item above, from the eligibility check to INC-20A. Start your private limited company registration, see our company registration options, or call or WhatsApp +91 70444 94804. You can also contact us.
Related reading: steps after company registration and the SPICe+ form explained.
Frequently asked questions
What are the minimum requirements to register a private limited company?
Two directors, at least one of them resident in India for 182 days or more during the financial year, two shareholders, a registered office in India and a Class 3 DSC for each director and subscriber. There is no minimum capital.
Can a foreigner register a private limited company in India?
Yes. Foreign nationals and NRIs can be shareholders and directors, provided the company has at least one director resident in India under section 149(3).
Is there a minimum capital to register a company?
No. The minimum paid-up capital was removed in 2015. The MCA incorporation fee is nil up to ₹15,00,000 of authorised capital; stamp duty is separate and varies by state.
Do directors need a DIN before registration?
No. DINs for new directors are allotted within SPICe+, so no separate application is needed at incorporation.
What is the maximum number of shareholders?
200, under section 2(68) of the Companies Act, 2013.
Kya ghar ke address par company register kar sakte hain?
Haan. Residential address registered office ho sakta hai, bas recent utility bill aur owner ka signed NOC dena hoga.
Can I use this checklist without a CA or CS?
You can use it to prepare everything yourself, but SPICe+ must be certified by a practising CA, CS or Cost Accountant, so the filing itself is not fully do-it-yourself.
What happens if I miss a checklist item during SPICe+ filing?
The ROC raises a query or marks the application for resubmission. You correct the issue, re-sign with DSCs and re-file. If the delay passes 20 days from name approval, the name can lapse.
Is this checklist the same for LLP incorporation?
No. An LLP uses FiLLiP, files its LLP Agreement in Form 3 within 30 days, and has a different post-incorporation track. This checklist is built for a private limited company.
Is DIR-3 KYC an annual filing?
Not any more. From 31 March 2026, DIR-3 KYC is due once every three financial years by 30 June. Directors already compliant are next due by 30 June 2028.
About the author
Regikart CS Team
Company Secretaries at Regikart. Want to discuss this in the context of your business?
