How to register a private limited company in India: the complete process

Who can register a private limited company

The Companies Act, 2013 sets a few basic conditions for a private company. You need:

• At least two directors (Section 149(1)). Directors must be individuals, and at least one must have stayed in India for 182 days or more in the financial year (Section 149(3)).
• At least two shareholders, called subscribers (Section 3(1)(b)). The same two people can be both directors and shareholders.
• No more than 200 shareholders (Section 2(68)), excluding current and former employees who hold shares.
• A registered office in India where the company can receive official communication.

There is no minimum paid-up capital requirement. The rule that a private company needed ₹1 lakh of paid-up capital was removed in 2015, so you can start with any amount you are comfortable with.

The registration process, step by step

1. 1.Get Digital Signature Certificates (DSC) for every proposed director and subscriber. All MCA forms are signed with a DSC. See DSC and DIN for company registration.
2. 2.Choose and check your company name against MCA and trademark records. Read company name approval rules before you settle on one.
3. 3.Reserve the name through SPICe+ Part A, or reserve it later as part of the full form. A reserved name is held for 20 days.
4. 4.Prepare the charter documents: the Memorandum of Association (MOA) and Articles of Association (AOA). Our guide on MOA vs AOA explains what goes into each.
5. 5.Collect director and office documents: identity and address proof for each person, and proof of the registered office with a no-objection letter from the owner. The full list is in documents required for registration.
6. 6.Prepare the declarations: DIR-2 (consent to act as director) and INC-9 (declaration by subscribers and directors).
7. 7.File SPICe+ Part B with the linked forms e-MOA (INC-33), e-AOA (INC-34) and AGILE-PRO-S, then pay the government fees and stamp duty.
8. 8.Receive the Certificate of Incorporation, which carries your Corporate Identification Number (CIN). PAN and TAN are issued along with it.

What SPICe+ gives you in one filing

SPICe+ (Simplified Proforma for Incorporating Company Electronically Plus, form INC-32) bundles several registrations that used to need separate applications. A single filing can cover:

• Name reservation (if you skip Part A)
• Incorporation of the company
• Director Identification Number (DIN) for up to three new directors
• PAN and TAN for the company
• EPFO and ESIC registration
• Professional tax registration in states that integrate with SPICe+
• Opening a company bank account through AGILE-PRO-S
• GST registration, if you opt for it in AGILE-PRO-S

Our SPICe+ form guide covers each part of the form in detail.

How long it takes

Delays usually come from resubmission requests: a name that is too close to an existing one, a utility bill older than two months, or a mismatch between a person's name on PAN and on their address proof. Checking these before filing saves the most time.

What it costs

The cost has three parts: government fees paid to MCA, stamp duty paid to your state, and any professional fees. Government fees for small companies are low. For companies with authorised capital up to ₹15 lakh, the MCA filing fee for SPICe+ is waived. Stamp duty on the MOA and AOA depends on the state and your authorised capital.

We break this down fully in private limited company registration cost.

What to do right after incorporation

Registration is not the finish line. Within the first few months, a new company has to:

• Hold its first board meeting within 30 days (Section 173(1)).
• Appoint its first auditor within 30 days (Section 139(6)).
• Issue share certificates to subscribers within two months (Section 56(4)).
• Receive the subscription money into the company bank account and file INC-20A, the declaration for commencement of business, within 180 days (Section 10A).