A private limited company is the most popular structure for startups and growing businesses in India. Its owners have limited liability, it is a separate legal entity, and it can raise equity investment. Incorporation is done entirely online through the Ministry of Corporate Affairs (MCA) portal using the integrated SPICe+ form.
What you need
- At least 2 directors and 2 shareholders. The same two people can be both. A private company can have up to 200 members (Section 2(68), Companies Act, 2013).
- At least one resident director: someone who stayed in India for 182 days or more in the previous calendar year (Section 149(3)).
- No minimum capital. The ₹1 lakh minimum paid-up capital was removed in 2015. You can start with any amount.
- A registered office in India. This can be your home: provide a recent utility bill and a no-objection letter from the owner.
- Documents for each director and shareholder: PAN, address proof, identity proof, photograph, email and mobile number. Foreign nationals need apostilled or notarised documents.
- Digital Signature Certificates (DSC) for the proposed directors and subscribers. These come from licensed certifying authorities.
Registration, step by step
- Create an MCA account on the MCA V3 portal and obtain DSCs.
- Reserve the name using SPICe+ Part A (or the RUN service). You can propose up to two names. The name must not be identical or too similar to an existing company or registered trademark. Check the MCA name search and the trademark registry first. An approved name is reserved for 20 days.
- File SPICe+ Part B for incorporation. This single form also gets you:
- Director Identification Numbers (DIN) for up to three directors
- the company's PAN and TAN
- EPFO and ESIC registration, and professional tax in some states
- a bank account opening request
- Attach the linked forms: e-MoA (INC-33) and e-AoA (INC-34), the company's charter and rulebook, plus AGILE-PRO-S. Through AGILE-PRO-S you can also apply for GST registration if you need it.
- Sign with DSCs, pay fees and stamp duty, and submit. If the Registrar of Companies (ROC) raises queries, answer them within the time allowed.
- Receive the Certificate of Incorporation with your Corporate Identity Number (CIN), PAN and TAN.
Tip: Most rejections come from name issues or mismatched documents. Make sure each person's name, father's name and address match exactly across PAN, Aadhaar and other proofs.
Cost and time
- Government fees: MCA filing fees for incorporation are waived for companies with authorised capital up to ₹15 lakh. Above that, fees rise with capital.
- Stamp duty on the MoA, AoA and incorporation form is payable as per your state's stamp law.
- Other costs: DSCs, and professional fees if a CA or CS files for you.
- Time: often a week or two when documents are in order.
After incorporation: the first 180 days
| Task | Deadline | Law |
|---|---|---|
| Hold the first board meeting | Within 30 days of incorporation | Section 173(1) |
| Appoint the first auditor (by the board) | Within 30 days of incorporation | Section 139(6) |
| Issue share certificates to subscribers | Within 60 days of incorporation | Section 56(4) |
| Deposit subscription money and file the commencement of business declaration (INC-20A) | Within 180 days of incorporation | Section 10A |
Don't miss INC-20A. A company that hasn't filed it can't commence business or borrow, and the ROC can start proceedings to remove (strike off) its name. Then keep up with the annual compliance calendar.
Frequently asked questions
What is the minimum capital to register a private limited company in India?
There is no minimum paid-up capital. The ₹1 lakh requirement was removed by the Companies (Amendment) Act, 2015.
How many directors are needed for a private limited company?
At least two directors, and at least one of the directors must have stayed in India for 182 days or more in the previous calendar year.
Can I use my home address as the registered office?
Yes. You need a recent utility bill for the address and a no-objection letter from the property owner.
What is INC-20A?
It is the declaration of commencement of business under Section 10A of the Companies Act. It must be filed within 180 days of incorporation, after shareholders have paid for their shares.
Can a foreigner be a director of an Indian private limited company?
Yes. Foreign nationals can be directors and shareholders, but at least one director must be resident in India. Foreign investment must also comply with FEMA and the FDI policy.