Key takeaways
- You need at least two directors and two shareholders (they can be the same people), and one director must be resident in India.
- Registration is fully online through the MCA's SPICe+ forms, which also issue the company's PAN and TAN.
- Most registrations finish in about 7 to 15 working days once documents are ready.
- Compliance starts immediately: commencement of business filing, first auditor, share certificates and board meetings.
Private limited company registration is the most common way for Indian founders to start a business that can grow, raise investment and sign contracts in its own name. The process is entirely online today, but small mistakes, such as a rejected name or a mismatched address proof, can add weeks. This guide explains each step so you know what to expect.
Who can register a private limited company?
- Directors: at least 2 and up to 15 (more with a special resolution). At least one director must have stayed in India for 182 days or more in the previous calendar year.
- Shareholders: at least 2 and up to 200. Directors and shareholders can be the same people.
- Registered office: an address in India where the company can receive official communication. It can be residential or commercial.
- Capital: no minimum. You choose the authorised capital (the maximum shares the company can issue) and the paid-up capital (what shareholders actually invest).
If you are starting alone, a One Person Company may suit you better. Compare the options in our guide to choosing a business structure.
Documents you will need
For every director and shareholder
- PAN card (passport for foreign nationals)
- Aadhaar card, or another proof of identity
- Address proof: bank statement, electricity, phone or gas bill not older than two months
- Passport-size photograph
- Mobile number and email address, which are verified with OTPs
For the registered office
- Utility bill (electricity, water or gas) not older than two months
- Rent agreement, if rented
- No-objection certificate from the property owner
Foreign nationals and NRIs need notarised or apostilled documents, depending on their country.
The registration process, step by step
Step 1: Choose and check the name
The name must be unique and not too similar to an existing company, LLP or registered trademark. Words such as "Bank", "Insurance" or "National" need special approval. We search the MCA and trademark records before applying. You can propose up to two names in SPICe+ Part A; an approved name is reserved for 20 days.
Step 2: Digital signature certificates
Every director and subscriber signs the forms with a Class 3 digital signature certificate (DSC), issued after a quick online video verification. Director Identification Numbers (DIN) for up to three new directors are allotted through the incorporation form itself.
Step 3: Draft the MOA and AOA
The Memorandum of Association states the company's objects and capital. The Articles of Association set its internal rules: share transfers, board powers and meetings. Both are filed online as e-MOA and e-AOA.
Step 4: File SPICe+ and its linked forms
SPICe+ Part B is the incorporation application. It is filed with AGILE-PRO-S, which links applications for the company's PAN, TAN, EPFO and ESIC registration, a bank account, and optionally GST and professional tax. All forms are filed on the MCA portal.
Step 5: Certificate of incorporation
Once approved, the Registrar issues the certificate of incorporation with the company's CIN, along with its PAN and TAN. The company now exists in law.
Choosing your authorised capital
Authorised capital is the ceiling on shares the company can issue; paid-up capital is what shareholders actually put in. Many small companies start with authorised capital of ₹1 lakh to ₹10 lakh and paid-up capital of whatever the founders can invest. Higher authorised capital increases government fees and stamp duty, while lower capital means you may need to increase it later (with a fee and an SH-7 filing) when investors come in. Pick a number that covers your next round of fundraising, not your five-year dream.
Names that work, and names that don't
- Likely to be approved: a distinctive word plus your activity, such as "Teesta Valley Foods Private Limited".
- Likely to be rejected: purely descriptive names ("Best Food Private Limited"), names too close to an existing company, or names using restricted words without approval.
- Check trademarks too: MCA approval doesn't protect you from a trademark owner. Search the trademark register before you finalise branding.
Costs to expect
Total cost has three parts: government fees and stamp duty (which depend on authorised capital and your state), digital signatures, and professional fees. Stamp duty on the MOA and AOA varies widely between states. At Validraft you get one fixed professional fee with government fees listed separately before we start. See our company registration service for what is included.
After incorporation: the first-year checklist
| Task | Deadline |
|---|---|
| Open a bank account and receive share capital | Immediately |
| Appoint the first auditor | Within 30 days of incorporation |
| Issue share certificates to subscribers | Within 2 months of incorporation |
| File the commencement of business declaration (INC-20A) | Within 180 days of incorporation |
| Hold the first board meeting | Within 30 days of incorporation |
| Set up statutory registers and minute books | From the start |
| Hold the first annual general meeting | Within 9 months of the first financial year-end |
After the first year, the annual cycle includes the audit, AGM, AOC-4, MGT-7 or MGT-7A, and the income tax return. Our guide to annual company compliance lists every deadline.
Common mistakes that delay registration
- Choosing a name that is generic, descriptive or close to an existing brand.
- Address proof older than two months, or in a different name without an NOC.
- Name or date-of-birth mismatches between PAN and Aadhaar.
- Objects in the MOA that don't match the actual business.
- Ignoring post-incorporation deadlines, which leads to penalties in the first year.
Fees, forms and timelines are set by the MCA and change from time to time. We confirm the current position when we send your quote.
Frequently asked questions
How long does private limited company registration take?
Usually 7 to 15 working days after documents are ready, depending on name approval, digital signature verification and MCA processing time.
What is the minimum capital for a private limited company?
There is no minimum paid-up capital. You choose the authorised capital, and the government fees and stamp duty depend on that amount and your state.
Can I register a company at my home address?
Yes. A residential property can be the registered office, with a recent utility bill and a no-objection letter from the owner if you don't own it.
Can a foreign national or NRI be a director?
Yes. Foreign nationals and NRIs can be directors and shareholders, subject to FDI rules, as long as at least one director is resident in India.