Quick answers
- Minimum directors — Two, at least one resident in India.
- Minimum shareholders — Two; the directors can also be the shareholders.
- Minimum capital — None; there is no minimum paid-up capital requirement.
- Office — A registered office address in India, which can be residential.
- Directors need — A DSC and a DIN; a resident director needs 182+ days in India.
What are the basic requirements?
To register a private limited company in India you need a minimum of two directors and two shareholders, at least one resident director, a registered office address, and Digital Signature Certificates for the directors, under the Companies Act, 2013.
There is no minimum capital requirement, and the same individuals can serve as both directors and shareholders, so a company can be started by just two people.
Requirements at a glance
| Requirement | Minimum | Legal basis |
|---|---|---|
| Directors | 2 (1 resident) | Sections 149, 2(68) |
| Shareholders | 2 (max 200) | Section 2(68) |
| Paid-up capital | None | 2015 Amendment |
| Registered office | 1 in India | Section 12 |
| DSC | For each director | MCA e-filing rules |
| DIN | For each director | Allotted via SPICe+ |
Who is eligible and who is not
Any individual aged 18 or above can be a director, including foreign nationals and NRIs, provided the company has at least one resident director.
A person disqualified under Section 164 of the Companies Act, 2013 — for example, one whose previous company failed to file returns for three years — cannot be appointed as a director.
Foreign founders take note: you can own and direct an Indian company, but you must still appoint at least one director who is resident in India.
Documents checklist
- PAN card of every director and shareholder.
- Identity proof — Aadhaar, voter ID, passport or driving licence.
- Address proof — recent bank statement or utility bill (under 2 months old).
- Passport — mandatory for foreign nationals.
- Registered office proof — rent agreement or ownership document plus a utility bill.
- NOC from the owner of the registered office premises.
- Photographs — passport-size, of each director.
How to check you are ready to register
- Confirm two eligible individuals as directors and shareholders (none disqualified under Section 164).
- Ensure at least one director satisfies the 182-day residency test under Section 149.
- Secure a registered office in India (residential with NOC is acceptable).
- Obtain Class 3 Digital Signature Certificates for all proposed directors and subscribers.
- Keep PAN, ID, address proof, NOC and utility bills ready.
Common mistakes to avoid
- No resident director — application rejected for breaching Section 149.
- Using a disqualified director — filing fails and the person faces penalties.
- Weak office proof — old utility bill or no NOC causes ROC objections.
- Mismatched name/address proofs — KYC rejections delay incorporation.
Consequences of non-compliance
Acting as a director while disqualified under Section 164 of the Companies Act, 2013 can attract imprisonment up to one year or a fine ranging from Rs 1,00,000 to Rs 5,00,000, or both.
Failure to maintain a registered office capable of receiving communications under Section 12 attracts a penalty of Rs 1,000 per day, up to Rs 1,00,000.
Key takeaways
- Two directors and two shareholders are the minimum; one director must be resident in India.
- There is no minimum paid-up capital.
- A registered office in India is mandatory and can be residential with an NOC.
- Every director needs a DSC and a DIN.
- Disqualified persons under Section 164 cannot be directors.
Frequently asked questions
- What are the minimum requirements to register a private limited company? Two directors, two shareholders, one resident director, a registered office in India, and DSCs. No minimum capital.
- How many directors are required? At least two, with at least one resident in India for 182+ days in the previous FY.
- Can a foreigner register a private limited company in India? Yes — provided the company has at least one resident Indian director.
- Kya ghar ke address par company register kar sakte hain? Yes — with a utility bill and an NOC from the owner.
- Is there a minimum capital to register a company? No — the minimum was removed in 2015.
- Can the same person be a director and a shareholder? Yes — the same two people can serve both roles.
- Do directors need a DIN before registration? No — DIN is allotted within SPICe+.
- What is the maximum number of shareholders? 200, per Section 2(68) of the Companies Act, 2013.
About the author
Rohit
Senior Advisor at Regikart. Want to discuss this in the context of your business?
