A Private Limited Company is the most common structure for Indian startups, and the whole registration now happens online through one integrated form. The process is straightforward once you know the order of steps.
This guide walks through each stage of Private Limited Company registration, the forms involved, and the deadlines that trip people up. If you are still deciding on a structure, compare your options in our guide to Private Limited vs LLP vs OPC.
Quick answers
Which form is used?
SPICe+ (INC-32), with Part A for the name and Part B for incorporation.
How many directors are needed?
At least two directors, of whom one must be resident in India.
Is there a minimum capital?
No. A Private Limited Company can be registered with any capital.
How long does it take?
About 7 to 15 working days with correct documents.
What comes after incorporation?
Open a bank account and file INC-20A within 180 days.
What is the registration process?
Private Limited Company registration is the incorporation of a company with 2 to 200 shareholders under the Companies Act, 2013, done through the SPICe+ (INC-32) web form on the MCA portal. The process bundles name reservation, DIN allotment, incorporation, PAN and TAN into a single application. For a broader primer, see what is company registration in India.
Who can register and what you need first
You need at least two directors and two shareholders (the same people can be both), and at least one director must have stayed in India for 182 days or more in the previous year.
Each director and subscriber needs a Class 3 DSC and a DIN (allotted within SPICe+ for up to three first directors). Learn more about the signature requirement in our guide to the Digital Signature Certificate.
You also need a registered office address with a recent utility bill and a no-objection certificate from the owner.
Legal framework
- Governing law: Companies Act, 2013 and the Companies (Incorporation) Rules, 2014.
- Key sections / rules: Section 7 (incorporation), Section 12 (registered office), Section 10A (commencement of business).
- Regulatory authority: Registrar of Companies (RoC) under the MCA, processed through the Central Registration Centre (CRC).
Step-by-step process
- Obtain Class 3 DSC — Each proposed director and subscriber obtains a Class 3 Digital Signature Certificate from a licensed Certifying Authority to sign MCA forms.
- Reserve the company name (SPICe+ Part A) — Log in to the MCA portal, open SPICe+ Part A, and propose up to two unique names. Run an auto-check and a trademark check to reduce rejection risk.
- Complete SPICe+ Part B — Fill incorporation details, capital, registered office and directors. Part B also applies for DIN, PAN, TAN, and optionally GST, EPFO and ESIC. File within 20 days of name approval.
- Prepare e-MoA and e-AoA — Draft the Memorandum (INC-33) and Articles (INC-34) defining the company's objects and internal rules, and attach the INC-9 declaration.
- File AGILE-PRO-S — Submit the linked AGILE-PRO-S form for GST, EPFO, ESIC, profession tax (where applicable) and bank account opening.
- Pay fees and stamp duty — Pay MCA filing fees and state-wise stamp duty online. A Service Request Number is generated for tracking.
- Receive Certificate of Incorporation — Once the RoC verifies the forms, it issues the Certificate of Incorporation with the CIN, PAN and TAN.
- File INC-20A — Within 180 days of incorporation, deposit the subscription capital, open a current account, and file the declaration of commencement of business in Form INC-20A.
Documents required
- PAN card of every director and shareholder (Indian nationals).
- Aadhaar plus one identity proof (voter ID, passport or driving licence).
- Address proof not older than two months (bank statement or utility bill).
- Passport-size photographs of directors and shareholders.
- Registered office proof: recent utility bill, rent agreement if rented, and a no-objection certificate from the owner.
- For NRI or foreign directors: notarised and apostilled passport and address proof.
For a full checklist, see our guide to the documents required for company registration.
Indicative cost components (2026)
| Component | Indicative amount | Notes |
|---|---|---|
| Class 3 DSC (per person) | Rs 800 – Rs 1,500 | Valid 1–3 years |
| MCA filing fee | Often nil for small capital | Depends on authorised capital |
| Stamp duty (MoA/AoA) | Varies by state | State-wise, capital-linked |
| PAN & TAN | ~Rs 130 | Issued with incorporation |
Figures are indicative for 2026 and vary by state and authorised capital. Professional fees are separate. For a detailed breakdown, see company registration cost in India.
Common mistakes to avoid
- Filing Part B after the 20-day window. If SPICe+ Part B is not filed within 20 days of name approval, the reserved name lapses and you must reserve a fresh name and pay again.
- Address proof older than two months. MCA rejects stale utility bills and bank statements. Use a document dated within the last two months.
- Forgetting INC-20A. Skipping the commencement declaration blocks the company from doing business and attracts heavy penalties.
Penalties and consequences
Failure to file Form INC-20A within 180 days attracts a penalty of Rs 50,000 on the company and Rs 1,000 per day on each officer in default, capped at Rs 1,00,000, under Section 10A of the Companies Act, 2013.
Failure to maintain a registered office attracts a penalty of Rs 1,000 per day, up to Rs 1,00,000, on the company and every officer in default under Section 12 of the Companies Act, 2013.
How these provisions connect
- DIN for up to three first directors is allotted inside SPICe+ Part B, so a separate DIR-3 application is unnecessary for first-time directors.
- The capital subscribed in the MoA must actually be deposited before INC-20A is filed, linking the incorporation document to the commencement declaration.
Before SPICe+ vs now
| Stage | Earlier (multiple forms) | Now (SPICe+) |
|---|---|---|
| Name approval | Separate RUN | SPICe+ Part A |
| DIN | Separate DIR-3 | Inside Part B |
| PAN/TAN | Separate application | Auto with CoI |
| GST/EPFO/ESIC | Separate portals | AGILE-PRO-S |
Key takeaways
- Private Limited registration uses the SPICe+ web form and completes in roughly 7 to 15 working days.
- You need at least two directors, one India-resident, and a registered office with valid proof.
- SPICe+ Part B must be filed within 20 days of name approval, or the name lapses.
- INC-20A must be filed within 180 days of incorporation before the company can begin operations.
Frequently asked questions
How do I register a Private Limited Company in India?
Obtain DSCs, reserve a name via SPICe+ Part A, file SPICe+ Part B with the MoA, AoA and AGILE-PRO-S, pay the fees, and receive the Certificate of Incorporation from the RoC.
What is SPICe+ Part B?
SPICe+ Part B is the incorporation section of the form. It captures company details and applies for DIN, PAN, TAN, and optionally GST, EPFO and ESIC in one filing.
How many directors does a Private Limited need?
At least two directors are required, and at least one of them must be resident in India during the financial year.
Is there a minimum capital requirement?
No. The Companies Act, 2013 prescribes no minimum paid-up capital for a Private Limited Company; you can start with any amount.
How long does Private Limited registration take?
It usually takes 7 to 15 working days once the name is approved and all documents are correct and consistent.
What is INC-20A and when is it due?
INC-20A is the declaration of commencement of business. It must be filed within 180 days of incorporation after the subscription capital is deposited.
Can NRIs or foreigners be directors?
Yes, but at least one director must be India-resident, and foreign directors must submit notarised and apostilled documents.
What is the difference between MoA and AoA?
The Memorandum (MoA) defines the company's objects and scope, while the Articles (AoA) set the internal rules for running the company.
Need help with this?
Want incorporation handled end to end without rejections or missed deadlines? Regikart's CA & CS team manages the entire SPICe+ filing for you. See our company registration service. You can also contact us or call and WhatsApp Regikart on +91 70444 94804 (Mon–Sat, 9 am–7 pm IST).
About the author
Deepak
Senior Advisor at Regikart. Want to discuss this in the context of your business?
