Quick answerA private limited company is incorporated with the Registrar of Companies by filing the SPICe+ (INC-32) form on the MCA portal, together with the e-MOA, e-AOA and AGILE-PRO-S form. You need at least two directors (one of them resident in India) and two shareholders, a registered office address and digital signatures. Once approved, the company receives a Certificate of Incorporation carrying its CIN, PAN and TAN.
- Law
- Companies Act 2013
- Minimum people
- 2 directors, 2 shareholders
- Minimum capital
- No minimum
- Typical time
- 7 to 15 working days
Why founders choose a private limited company
A private limited company is a separate legal person. It owns its assets, signs its contracts and is liable for its own debts, so the shareholders' risk is limited to their unpaid share capital. That separation is the main reason banks, venture investors and government tenders prefer it.
- Raising money: equity can be issued to angel and venture investors, and ESOPs to employees. An LLP or a proprietorship cannot do this.
- Credibility: the company's details are public on the MCA register, which customers and vendors check.
- Continuity: the company continues regardless of changes in shareholders or directors.
- Startup benefits: a private company can be recognised by DPIIT under Startup India.
The trade-off is compliance: board meetings, statutory registers, an annual audit and annual ROC filings are compulsory regardless of turnover. If you are a single founder, a One Person Company may suit you better; for a professional firm, an LLP is often simpler.
Requirements for incorporation
| Requirement | Rule |
|---|
| Directors | Minimum 2, maximum 15; at least one must have stayed in India for 182 days or more in the financial year |
| Shareholders | Minimum 2, maximum 200; directors can be the shareholders |
| Share capital | No minimum paid-up capital; authorised capital is chosen by you and affects stamp duty and fees |
| Name | Must not be identical or too similar to an existing company, LLP or registered trademark, and must end with "Private Limited" |
| Registered office | An address in India with proof of address and a no-objection letter from the owner |
| Digital signatures | Class 3 DSC for the proposed directors and subscribers |
Foreign nationals and NRIs can be directors and shareholders. Foreign investment is then reported to the RBI under FEMA, and documents signed abroad need notarisation and apostille or consular attestation.
Choosing a name the Registrar will approve
Name rejections are the most common cause of delay. The Companies (Incorporation) Rules, 2014 reject names that are identical or too similar to an existing company or LLP, that include a registered trademark of someone else without consent, or that use words such as "Bank", "Insurance", "Board", "National" or "Republic" without the approval of the relevant regulator. Plurals, changes of tense, added punctuation and words like "New" or "The" do not make a name different.
A good name has a distinctive first word and a second word that reflects the business, for example "Veltrix Logistics Private Limited". SPICe+ Part A lets you propose two names, and a reserved name stays available for 20 days. Before you finalise branding, we also check the trademark register, because a company name approved by the ROC can still infringe someone's registered trademark, and the trademark owner can force a change of name.
Private limited company, LLP or OPC?
| Point | Private limited | LLP | OPC |
|---|
| Minimum owners | 2 shareholders | 2 partners | 1 member |
| Equity funding and ESOPs | Yes | No equity shares | Limited; usually converted first |
| Statutory audit | Always | Only above turnover or contribution limits | Always |
| Annual ROC filings | AOC-4, MGT-7A or MGT-7 | Form 8 and Form 11 | AOC-4, MGT-7A |
| Foreign investment | Automatic route in most sectors | Allowed only where the sector is 100% automatic | Only Indian citizens resident in India |
| Best for | Startups, investor-backed or growing businesses | Professional firms and small partnerships | Single founders testing an idea |
If you are unsure, we look at your funding plans, the number of founders, your customers' expectations and the compliance cost you can carry, and recommend one structure in writing.
Step-by-step incorporation process
- Name check: we search the MCA register and the trademark register, then reserve the name through SPICe+ Part A or RUN.
- Digital signatures: Class 3 DSCs are issued for every subscriber and director after video verification.
- Drafting: we draft the Memorandum (objects clause) and Articles of Association to suit your business and shareholding.
- SPICe+ filing: Part B of INC-32, e-MOA (INC-33), e-AOA (INC-34) and AGILE-PRO-S are filed with stamp duty paid online. DINs for up to three new directors are allotted through the form itself.
- Approval: the Central Registration Centre examines the application and may raise queries, which we answer.
- Certificate of Incorporation: issued with the CIN, PAN and TAN. EPFO and ESIC registrations and GSTIN (if applied) follow through AGILE-PRO-S.
What you must do after incorporation
Incorporation is the beginning, not the end. Within the first months a new company must:
- Open a bank account and receive the subscription money for the shares.
- File INC-20A (declaration of commencement of business) within 180 days of incorporation. Without it, the company cannot start business or borrow.
- Appoint the first auditor by a board resolution within 30 days of incorporation.
- Hold the first board meeting within 30 days and maintain statutory registers.
- Issue share certificates within 60 days of incorporation.
Then come the yearly ROC filings (AOC-4 and MGT-7A or MGT-7), the income tax return, and GST returns if registered. Missing these attracts daily late fees and can lead to director disqualification.
Registration fees and costs
The total cost has three parts: government fees and stamp duty (which depend on the state and the authorised capital), DSC charges, and professional fees. For a company with authorised capital up to ₹15 lakh, the MCA filing fee for incorporation is waived, so the main government cost is stamp duty on the MOA and AOA, which varies by state. We give a single written quote covering all three before we start. If you also need GST registration, a trademark filing or a shareholders' agreement at the same time, we quote them together so you can see the full cost of starting up.
Documents you need
For each director and shareholder, and for the registered office:
- PAN card (Indian nationals) or passport (foreign nationals)
- Aadhaar, voter ID or driving licence as identity and address proof
- Recent bank statement or utility bill (not older than two months)
- Passport-size photograph
- Registered office proof: electricity bill or property tax receipt
- No-objection letter from the owner of the office premises, and rent agreement if rented
How we handle it for you
Free structure call
We confirm whether a private limited company is the right vehicle and agree the shareholding.
Name and DSC
Name search, reservation and digital signatures for all directors.
Drafting
Objects clause, MOA and AOA drafted to fit your business and investors.
SPICe+ filing
INC-32, INC-33, INC-34 and AGILE-PRO-S filed and followed until approval.
Post-incorporation kit
INC-20A, auditor appointment, share certificates and a compliance calendar for your first year.
Why clients choose ProudLegal
Advocates who appear in courtYour matter is drafted and argued by enrolled advocates, not call-centre staff.
Company and tax filings in-houseCompany secretaries and tax professionals handle registrations and returns.
Fees agreed in writingYou receive a written fee quote before any work begins.
Updates on WhatsApp and emailEvery hearing date, filing and document is shared as it happens.
Please note: this page explains the law and procedure in general terms as on 30 October 2026. Fees, limits and timelines change, and the facts of each case matter, so take advice on your own papers before acting.
Frequently asked questions
How long does it take to register a private limited company?
Usually 7 to 15 working days, depending on name approval and how quickly documents and signatures are ready. Queries raised by the Registrar can add a few days.
Can one person register a private limited company?
No. A private company needs at least two directors and two shareholders. A single founder can form a One Person Company instead.
Is there a minimum capital requirement?
No. The Companies Act no longer prescribes a minimum paid-up capital. You choose the authorised and paid-up capital.
Can an NRI or foreign national be a director?
Yes, provided at least one director is resident in India. Foreign shareholding must be reported to the RBI under FEMA.
Can I use my home address as the registered office?
Yes, with a utility bill and a no-objection letter from the owner.
Is GST registration automatic?
No. You can apply for GSTIN through AGILE-PRO-S, but GST registration is compulsory only once turnover crosses the threshold or for certain businesses.
What is INC-20A?
It is the declaration that subscribers have paid for their shares. It must be filed within 180 days of incorporation before the company can start business.
What annual compliance does a private company have?
Board meetings, an annual general meeting, statutory audit, financial statements in AOC-4, annual return in MGT-7A or MGT-7, director KYC, and the income tax return.
