Private limited company registration Incorporated through SPICe+ and reviewed by a CS, from ₹1,499.
We prepare your SPICe+ application, e-MoA and e-AoA, get the DINs, PAN and TAN, and deliver the certificate of incorporation. Government fees are charged at actuals and quoted in writing before we file.
Starting at
₹1,499
Pvt Ltd
MCA SPICe+ · CS reviewed
Members
2 directors, 2 shareholders (1 resident director)
Liability
Limited
Minimum people
2 directors, 2 shareholders
Minimum capital
None
MCA fee up to ₹15 lakh capital
Nil (name, PAN, TAN and stamp duty extra)
Our fee
From ₹1,499 + govt fees and DSC (if directors don't already hold a valid one)
Is a private limited company right for you?
Choose a private limited company if you plan to raise equity, issue ESOPs or grow beyond a small owner-run business. It is the structure most investors expect, and it limits your liability to your shareholding.
A private company, defined in section 2(68) of the Companies Act, 2013, restricts the transfer of its shares, cannot invite the public to subscribe to its securities, and can have up to 200 members. That makes it the usual vehicle for founder-led startups and family businesses that want outside capital later.
It is not the lightest structure. Every private company has a statutory audit and annual MCA filings, even in a year with no revenue. If you will never raise equity, compare an LLP or an OPC first, or use the structure chooser on our company registration hub.
Already running a business? See converting an existing OPC or converting an existing partnership firm into a private limited company.
Requirements to register a private limited company
You need two directors, two shareholders, a registered office in India and a name the ROC will approve. There is no minimum paid-up capital.
Directors and the resident director rule
A private company needs at least two directors and can have up to fifteen; more need a special resolution of the members. Every director needs a DIN and a digital signature. Directors must be individuals, not companies.
At least one director must stay in India for a total of 182 days or more during the financial year, under section 149(3). For a newly incorporated company, the requirement applies proportionately at the end of the financial year of incorporation. Nationality does not matter: an NRI or a foreign national living in India can meet the test, and an Indian citizen living abroad may not.
Shareholders and capital
You need at least two shareholders and can have up to 200, not counting present and former employee shareholders. Shareholders can be individuals, Indian or foreign companies, or LLPs. The same two people can be both directors and shareholders.
There is no minimum paid-up capital. You choose two numbers:
- Authorised capital: the maximum share capital in the memorandum. It drives stamp duty in some states, and the MCA incorporation fee is nil up to ₹15 lakh.
- Paid-up capital: the amount shareholders actually pay for the shares issued at incorporation, deposited in the company's bank account.
You can raise authorised capital later through an increase in share capital.
Registered office and name
The registered office can be a home, a rented flat or a commercial space, backed by a recent utility bill and the owner's no-objection certificate. The name ends with "Private Limited" and must pass the Rule 8 and 8A tests; our company registration guide explains those rules in plain words.
Documents by applicant type
Documents depend on who the director or shareholder is. Send clear scans; we check every page against the SPICe+ requirements before filing.
Indian resident directors and shareholders
- PAN card
- Aadhaar, or passport, voter ID or driving licence
- Address proof not older than two months: bank statement, electricity, telephone or mobile bill
- Recent photograph
- Personal email ID and mobile number
NRI directors and shareholders
- Passport
- PAN card; an Indian citizen needs a PAN to apply for a DIN
- Overseas address proof not older than two months
- Recent photograph, email ID and mobile number
- Documents signed or certified abroad may need notarisation and apostille or consular attestation in the country of residence; we tell you which before you sign
Foreign nationals
- Passport, notarised and apostilled in the home country (consularised if the country is not part of the Apostille Convention)
- Address proof, such as a bank statement, utility bill or residence card, notarised and apostilled
- Recent photograph, email ID and mobile number
- A foreign national who will be a director applies for a DIN through SPICe+ with these documents
A company or LLP as shareholder
- Certificate of incorporation and the memorandum and articles, or LLP agreement
- PAN of the entity, for an Indian company or LLP
- Board resolution (or partners' resolution) approving the investment and naming an authorised signatory
- Identity and address proof of the authorised signatory
- For a foreign parent: the same documents notarised and apostilled, plus the details the bank needs for foreign investment reporting; see Indian subsidiary
For the registered office: utility bill not older than two months, owner's NOC, and the rent agreement if rented.
The registration process and timeline
In our experience, a private limited company is incorporated in about 7-10 working days once documents are complete. The stages below are our usual experience, not legal time limits; an ROC query or a rejected name adds time.
| Step | What happens | Usual time in our experience |
|---|---|---|
| 1. Consultation and structuring | We fix the shareholding, authorised and paid-up capital, directors and the business objects | Same day to 1 working day |
| 2. Digital signatures | Class 3 DSCs for every director and subscriber who doesn't already hold a valid one, after video verification | 1-2 working days |
| 3. Name approval | SPICe+ Part A with two proposed names; the approved name is held for 20 days | 2-4 working days |
| 4. Drafting | e-MoA, e-AoA, INC-9 and DIR-2 prepared by us and signed by you | 1-2 working days, alongside step 3 |
| 5. SPICe+ Part B | Filed with AGILE-PRO-S for EPFO, ESIC, bank account and optional GSTIN, then certified by a professional | 1 working day |
| 6. Approval | The Central Registration Centre approves and emails the certificate of incorporation with CIN, PAN and TAN | 3-7 working days |
The single biggest delay is a name refusal. Give us three or four options with a distinctive word, and we test them before filing.
What our ₹1,499 package includes
Our professional fee for private limited company incorporation starts at ₹1,499 plus GST. It covers the work from structuring to certificate.
Included
- Structuring call: shareholding, capital, objects and director mix, including the resident director check
- Name check against the MCA register and the Rule 8 and 8A tests, and filing of SPICe+ Part A
- Drafting of the e-MoA with your business objects and the e-AoA
- SPICe+ Part B with AGILE-PRO-S, INC-9 and DIR-2
- DIN for up to three directors through SPICe+
- Company PAN and TAN, issued with the certificate of incorporation
- Review and certification by a Company Secretary
- Replies to any ROC query on the application
- Certificate of incorporation, CIN, and a first-year compliance calendar with your company's dates
Not included, quoted separately if you want them
- Government fees and stamp duty (next section)
- Class 3 DSCs, only for directors and subscribers who don't already hold a valid one
- INC-20A, first auditor appointment, share certificates, GST filing, accounting and annual ROC filing
The exact inclusions for your company are confirmed on your written quote before we start.
Fees for private limited company registration
Your total is our fee plus government fees. Government fees depend on authorised capital and the state of your registered office.
| Fee | Amount |
|---|---|
| Professional fee (Regikart) | From ₹1,499 |
| Class 3 DSC | Only if a director or subscriber doesn't already hold a valid one; quoted separately |
| Name reservation, SPICe+ Part A | ₹1,000 |
| MCA incorporation fee, authorised capital up to ₹15,00,000 | Nil |
| MCA incorporation fee, above ₹15,00,000 | Charged on a slab by authorised capital; we quote it before filing |
| DIN for up to three directors | No separate fee |
| PAN / TAN | ₹66 / ₹65 |
| Stamp duty, Delhi | ₹10 on SPICe+, ₹200 on e-MoA, 0.15% of authorised capital on e-AoA (maximum ₹25,00,000) |
| Stamp duty, West Bengal | ₹10 on SPICe+, ₹60 on e-MoA, ₹300 on e-AoA |
| Stamp duty, other states including Karnataka | Quoted before filing |
Professional fees exclude GST at 18%. Government fees, where they apply, are paid at actuals to the department and are shown separately. Fees verified on 21 September 2026.
For a worked total at ₹10 lakh authorised capital in Delhi and West Bengal, see the fee example on our company registration page.
Send your details, get your total in writing.
Share the number of directors, their nationality, your state and the capital you have in mind. We reply with the full fee, government fees included, before anything is filed.
Small company status: what you gain
Most new private companies are small companies, which cuts the annual load. A small company has paid-up capital up to ₹10 crore and turnover up to ₹100 crore, under G.S.R. 880(E) from 1 December 2025.
A holding or subsidiary company, a Section 8 company or a company governed by a special Act cannot be a small company. So an Indian subsidiary of a foreign company does not get these benefits, whatever its size.
| Area | Small company | Other private company |
|---|---|---|
| Annual return | Abridged MGT-7A | Full MGT-7 |
| Cash flow statement | Not required in the financial statements | Required |
| Board meetings | At least one in each half of the calendar year, with at least 90 days between them | At least four a year, with no more than 120 days between two meetings |
| Additional fee for a late CHG-1 (charge) filing | 3 x the normal fee (up to 30 days) | 6 x the normal fee |
| Penalties for many defaults | Half the normal penalty under section 446B | Full penalty |
| Mandatory demat of shares (Rule 9B) | Does not apply | Applies |
The test is run every year. If paid-up capital or turnover crosses a limit, the company moves to MGT-7 and the other rules from then on.
Compliance after incorporation
A private company has a short list of one-time tasks after the certificate, then an annual cycle. Missing either brings additional fees or penalties.
First 180 days
| When | What | Form or rule |
|---|---|---|
| Within 30 days | First board meeting | Section 173(1) |
| Within 30 days | Board appoints the first auditor | Section 139(6); see auditor appointment and statutory audit |
| Within 60 days | Issue share certificates to subscribers | Section 56(4) |
| Within 180 days | Declaration of commencement of business, with proof that subscription money was received | INC-20A; see INC-20A filing |
Until INC-20A is filed, the company cannot commence business or exercise borrowing powers. Missing it can lead to a penalty of ₹50,000 on the company and ₹1,000 a day on each officer in default, up to ₹1,00,000.
Every year
| Filing or event | Due | Applies to |
|---|---|---|
| Board meetings | Four a year, or two for a small company | Every company |
| AGM | Within six months of the financial year end (30 September); first AGM within nine months of the first year end | Every private company |
| ADT-1 | Within 15 days of the AGM that appoints the auditor | When the auditor is appointed or reappointed |
| AOC-4 | Within 30 days of the AGM | Every company |
| MGT-7 or MGT-7A | Within 60 days of the AGM | Every company; MGT-7A for small companies |
| DPT-3 | By 30 June | Companies with deposits or outstanding money not treated as deposits |
| MSME-1 | By 30 April and 31 October | Companies owing micro or small suppliers for more than 45 days |
| DIR-3 KYC Web | Once every three financial years, by 30 June; directors already compliant are next due 30 June 2028 | Every director with a DIN |
| Income-tax return (ITR-6) | 31 October for audit cases; 31 October 2026 for FY 2025-26 | Every company |
| Tax audit | Before the return, when turnover crosses the Income-tax Act threshold | Companies above the threshold |
AOC-4 and MGT-7 or MGT-7A carry an additional fee of ₹100 a day per form if late, with no cap. See annual ROC filing for the dates and fee tables, DIR-3 KYC for the new three-year cycle, and DPT-3 filing and MSME-1 filing for those returns. Our annual compliance package covers the whole cycle.
Alongside the company filings, see founders agreement and shareholders agreement for the contracts between owners, labour law compliance for your first hires, and contract labour licence if you engage workers through a contractor.
A company incorporated on or after 1 January may close its first financial year on 31 March of the following year, so its first accounts can cover up to 15 months.
Pvt Ltd vs LLP vs OPC
A Pvt Ltd suits founders who want investors; an LLP suits partners who want limited liability with lighter filings; an OPC suits one founder who wants a company.
| Point | Private limited | LLP | OPC |
|---|---|---|---|
| Owners | 2 to 200 shareholders | 2 or more partners | 1 member, with a nominee |
| Management | 2 to 15 directors, one resident | 2 or more designated partners, one resident | At least 1 director |
| Who can own it | Individuals, companies, LLPs, Indian or foreign | Individuals and bodies corporate | Only an Indian citizen, resident or NRI |
| Equity investors and ESOPs | Yes | No shares to issue | Not without converting |
| Foreign investment | Up to 100% automatic route in most sectors | Only in sectors with 100% automatic route and no FDI-linked conditions | Not available to foreigners |
| Tax on profits (FY 2025-26) | 22% option under s.115BAA plus surcharge and cess, or 25%/30% | 30% plus cess; surcharge above ₹1 crore | Same as a private company |
| Statutory audit | Every year | Only if turnover exceeds ₹40 lakh or contribution exceeds ₹25 lakh | Every year |
| Annual MCA filings | AOC-4, MGT-7 or MGT-7A, AGM | Form 11 and Form 8 | AOC-4, MGT-7A; no AGM |
If you are unsure, the full ten-structure chooser is on our company registration page.
How a private limited company is taxed
A private company pays tax on its profits at company rates. Which Act applies depends on the year.
FY 2025-26 under the Income-tax Act, 1961
For FY 2025-26 (AY 2026-27), a domestic company pays either the normal rate or the section 115BAA option.
| Regime | Tax rate | Surcharge | Cess |
|---|---|---|---|
| Normal, turnover in FY 2023-24 up to ₹400 crore | 25% | 7% above ₹1 crore income; 12% above ₹10 crore | 4% |
| Normal, other companies | 30% | 7% above ₹1 crore income; 12% above ₹10 crore | 4% |
| Section 115BAA option | 22% | 10% flat | 4% |
Under section 115BAA the effective rate is 25.168% (22% plus 10% surcharge plus 4% cess). The company gives up certain deductions, including the section 80-IAC startup deduction, but is not liable to minimum alternate tax. A startup planning to claim the 80-IAC tax holiday should compare both before opting. The option cannot be withdrawn once exercised.
Tax Year 2026-27 onwards under the Income-tax Act, 2025
From 1 April 2026, company income is taxed under the Income-tax Act, 2025, which uses "tax year" in place of "previous year". The 22% option continues in section 200 of the new Act. We confirm the regime and rates for your company when we prepare its first return.
Foreign investment in a private limited company
A private limited company can take up to 100% foreign investment under the automatic route in most sectors, without prior government approval. Some sectors have caps or need approval, and a few are prohibited, so we check your activity first.
Shares issued to a non-resident must be priced in line with FEMA pricing rules, usually backed by a valuation. The company reports each issue in FC-GPR on the RBI FIRMS portal within 30 days of allotment; this includes shares issued to foreign subscribers at incorporation. See FC-GPR filing.
Investors from countries that share a land border with India face additional conditions under the FDI policy. Tell us the investor's country at the start so we can confirm the route before incorporation.
Why founders choose Regikart
Regikart has 250+ clients, and our team includes chartered accountants and company secretaries. Company incorporations are prepared by our secretarial team and reviewed by a Company Secretary before filing.
One team from incorporation onwards.
INC-20A, auditor appointment, GST, Startup India recognition, accounting and annual ROC filings.
Written quotes.
Professional fee from ₹1,499 + govt fees and DSC (if directors don't already hold a valid one), with government fees line by line, before we file.
Offices in Kolkata (Head Office), Delhi and Bengaluru.
Companies registered in every state through documents shared over WhatsApp and email.
Call or WhatsApp +91 70444 94804, or email [email protected].
Frequently asked questions
Answers reviewed by CS Gaurav Singh. For your own case, call or WhatsApp +91 70444 94804.
Still have questions?
Tell us about your case and our team will walk through it and outline next steps.
Talk to our team →Start your private limited company
Send us your directors, shareholders and state. We will check the resident director rule, suggest names and capital, and send the full fee before filing.
+91 70444 94804 · [email protected] · Kolkata (Head Office) · Delhi · Bengaluru