Online Company Registration

There is no minimum capital requirement to start a Private Limited Company in India. The Companies (Amendment) Act, 2015, abolished the earlier mandate of ₹1 lakh minimum paid-up capital under Section 3. You can register your company with any amount of capital that suits your business plan.

As per Section 3(1)(b) of the Companies Act, 2013, a Private Limited Company must have a minimum of two shareholders and two directors. The same two individuals can act as both directors and shareholders. A maximum of 200 shareholders is permitted under Section 2(68).

Yes, Non-Resident Indians (NRIs), foreign nationals, and foreign entities can register a Private Limited Company in India, subject to India's Foreign Direct Investment (FDI) policy under FEMA, 1999. Automatic route allows 100% FDI in most sectors. However, it is mandatory to have at least one director who is an Indian resident as per Section 149(3).

Yes, under Section 12, a company must have a registered office address in India capable of receiving official communications from the incorporation date. While you can use a residential address or virtual office initially, you must maintain all statutory records at this address and update the ROC of any changes by filing Form INC-22 within 30 days.

No, a Private Limited Company requires a minimum of 2 shareholders and two directors as per Section 3 of the Companies Act, 2013. However, the same person can be both director and shareholder. If you want to start alone, consider a One Person Company (OPC) under Section 3(1)(c), which needs only one member-director.

You can check name availability using the free name search facility on the Ministry of Corporate Affairs (MCA) portal at www.mca.gov.in. The proposed name should not be identical or too similar to an existing company, LLP name, or registered trademark per Rule 8 of the Companies (Incorporation) Rules, 2014. Our team conducts a thorough search to ensure your proposed name meets guidelines.

The entire company registration process typically takes 7 to 10 working days. This timeline includes obtaining DSCs (1-2 days), name reservation (1-2 days), filing of SPICe+ form, and processing by ROC (3-4 days). Delays can occur if documents are incomplete or the proposed name is rejected.

SPICe+ (Simplified Proforma for Incorporating Company Electronically Plus) is an integrated web-based form for company registration introduced by the MCA. It combines applications for name reservation, DIN allotment, incorporation, PAN, TAN, EPFO, ESIC, Professional Tax, and bank account opening into a single application under Rule 38A of the Companies (Incorporation) Rules, 2014.

Foreign directors must provide a passport (notarised/apostilled), address proof from their home country (apostilled), photographs, and a valid Indian business visa. All foreign documents must be translated into English if they are in other languages. Additionally, nationals from countries sharing land borders with India need prior security clearance from the Ministry of Home Affairs.

Yes, you are permitted to use a residential address as registered office per Section 12. You must provide a recent utility bill as address proof and a No-Objection Certificate (NOC) from the property owner. This address will be listed in all public records of the company on the MCA website.

A Private Limited Company is governed by its Board of Directors under Section 149, who are appointed by and accountable to shareholders. The overall functioning is regulated by the Ministry of Corporate Affairs (MCA) through the Registrar of Companies (ROC), under the legal framework of the Companies Act, 2013.

A Private Limited Company must have a minimum of 2 directors and can have a maximum of 15 directors per Section 149(1). To appoint more than 15 directors, a special resolution must be passed by shareholders under Section 149(1)(b). At least one director must be a resident of India per Section 149(3). The board can be expanded within these statutory limits as per the company's needs.

Yes, as per Section 149(3) of the Companies Act, 2013, every company must have at least one director who stays in India for a total period of not less than 182 days during the financial year. Consequently, a company cannot be formed with only foreign non-resident directors, ensuring local accountability.

DIN is an 8-digit unique identification number allotted by the MCA under Section 153 to individuals intending to become directors. It's mandatory for all directors and remains valid for a lifetime. A maximum of 3 DINs can be obtained through the SPICe+ form. Existing DIN holders cannot apply for a new DIN.

The SPICe+ form allows for the allotment of a Director Identification Number (DIN) for a maximum of 3 new directors during incorporation. If your company has more than three proposed directors without a DIN, the best strategy is to incorporate with three directors first. The remaining directors can then apply for a DIN separately using Form DIR-3 post-incorporation and be appointed to the board. 👉 Learn More: Read our detailed guide on the Step-by-Step Process for Appointing More Than 3 Directors.

Authorised capital is the maximum amount of share capital a company is legally authorised to issue to shareholders, as stated in the MOA under Section 4(1)(c). Paid-up capital is the actual amount of money a company has received from shareholders in exchange for shares. Government registration fees under the Companies (Registration Offices and Fees) Rules, 2014, are calculated based on authorised capital.

Authorised capital is the maximum share capital a company can issue as per the MOA. Issued capital is a portion of authorised capital actually offered to shareholders. For example, a company with ₹10 lakh authorised capital may issue shares worth ₹5 lakh initially. Can increase authorised capital later by paying additional fees per Section 61.

Initial shares are allotted to subscribers as mentioned in the MOA at incorporation. Further allotments require a board meeting, passing a board resolution, filing Form PAS-3 within 30 days per Section 39, and issuing share certificates within 60 days per Section 46. Shares must be allotted at face value or premium, never at discount per Section 53.

A private company can raise funds through a Private Placement offer under Section 42. This requires passing a special resolution and issuing a private placement offer letter (Form PAS-4) to a select group of persons (not exceeding 200 in a financial year, excluding QIBs and employees under ESOP). Money must be received via banking channels from the allottee's own bank account.

A private limited company can accept loans from directors without such funds being classified as 'deposits', provided the director gives a declaration that the funds are not from borrowed sources. However, as per Companies (Acceptance of Deposits) Rules, 2014, loans from relatives of directors are considered deposits and subject to prescribed rules, unless the company meets specific exemption criteria.

Private Limited Companies can avail of several tax advantages. The base corporate tax rate is 22% (plus surcharge and cess) under Section 115BAA of the Income Tax Act, 1961. New domestic manufacturing companies can opt for an even lower rate of 15% (plus surcharge and cess) under Section 115BAB, making it attractive for manufacturing startups.

Yes, a statutory audit conducted by a practising Chartered Accountant is mandatory for every Private Limited Company, regardless of turnover, unlike LLPs, which have threshold limits per Section 44AB of the Income Tax Act. The first auditor must be appointed within 30 days of incorporation per Section 139. This ensures financial transparency and compliance with accounting standards.

Key annual compliances include: conducting Annual General Meeting (AGM) per Section 96, filing financial statements (Form AOC-4) per Section 137, filing annual return (Form MGT-7A) per Section 92, income tax return filing, director KYC (Form DIR-3 KYC) under Rule 12A, and statutory audit per Section 139. Non-compliance attracts significant penalties and potential prosecution.

GST registration is mandatory if annual turnover exceeds ₹40 lakh (₹20 lakh for northeastern states) under Section 22 of the CGST Act, 2017, or if engaged in inter-state supply of goods/services. Companies can obtain GST during incorporation through the SPICe+ form or separately later. E-commerce operators and certain specified services require mandatory GST regardless of turnover.

Yes, compliance with Secretarial Standards on Board Meetings (SS-1) and General Meetings (SS-2), issued by the Institute of Company Secretaries of India (ICSI), is mandatory for all companies, including private limited companies, as stipulated by Section 118(10). Failure to adhere to these standards can result in penalties for the company and its officers.

Every Private Limited Company is required to file an annual return with the Registrar of Companies (ROC) in Form MGT-7A (for Small Companies and OPCs) or MGT-7 (for other companies) per Section 92. The annual return contains details about the company's directors, shareholders, and financial position as of the close of the financial year.

Ownership in a Private Limited Company is represented by shares. Ownership is transferred by selling these shares to another person or entity per Sections 56-58. Transfer is governed by rules laid out in the company's Articles of Association (AOA) and requires executing a share transfer deed and updating the company's register of members per Section 88.

Post-incorporation, you must complete several compliances within specific timelines: open a bank account, issue share certificates within 60 days per Section 46, file INC-20A (commencement of business) within 180 days per Section 10A, appoint an auditor within 30 days per Section 139, obtain GST registration if applicable, and complete state-specific registrations like the Shops & Establishment Act.

If the company doesn't commence business within one year of incorporation, it may face strike-off proceedings per Section 248. Must file Form INC-20A declaring commencement of business within 180 days per Section 10A. Non-operational companies still need to file annual returns and maintain compliance. Can apply for dormant status under Section 455 if genuinely inactive.

Yes, the company name can be changed post-incorporation by passing a special resolution and filing Form INC-24 with the ROC per Section 13. The process takes 15-30 days and costs around ₹10,000-15,000, including government fees. The new name must follow the same naming guidelines under Rule 8 and be unique.

The registered office is the company's official address for legal communications, notice service, and maintaining statutory records per Section 12. All official documents display this address. Must be in the state of incorporation mentioned in the MOA. Can be changed within the same city easily or to a different state with special resolution and ROC approval per Section 13.

RPT, defined under Section 2(76), is any transaction between a company and its related parties (directors, KMPs, their relatives, etc.). As per Section 188, all RPTs must be approved by the Board of Directors. If the transaction value exceeds thresholds prescribed in the Rules, prior approval of shareholders via ordinary resolution is mandatory. Interested related parties are not permitted to vote on such resolutions.

Compounding is a settlement mechanism under Section 441 where a company or its officers pay a specified fee to settle an offence, avoiding a lengthy prosecution. Offences punishable with a fine can be compounded by the Regional Director of the National Company Law Tribunal (NCLT), providing a structured way to rectify defaults.

Yes, minors can hold fully paid-up shares through their natural or legal guardian, but cannot be directors as they must be competent to contract per Section 3 of the Indian Contract Act, 1872. Guardian represents a minor as a member. Upon attaining majority, an individual can continue as a member in their own right or transfer shares as per the company's Articles of Association.

Yes, but all business activities must fall under the main objects clause mentioned in the MOA per Section 4(1)(c). During incorporation, you can mention multiple business activities using NIC codes. If you want to add new business lines later, MOA needs an amendment through a special resolution per Section 13 and ROC filing.

Company Secretary appointment is not mandatory for Private Limited Companies with paid-up capital less than ₹10 crore per Section 203. However, CS ensures compliance with company law, maintains statutory registers, files annual returns, arranges board meetings, and acts as the compliance officer. Many companies hire CS on a retainer basis for regulatory compliance.

The Corporate Identification Number (CIN) is a unique 21-character alphanumeric code assigned by the Registrar of Companies (ROC) to every company registered in India. It contains details like listing status, industry, state, incorporation year, and type. The CIN serves as a permanent identity for all regulatory filings and documentation with the MCA.

Striking off under Section 248 is an administrative procedure by the ROC to remove a defunct company's name from the register, typically for non-commencement of business or long-term inactivity. It is a simpler, faster exit route. Winding Up (or Liquidation) under the Insolvency and Bankruptcy Code, 2016 is a formal legal process where a liquidator is appointed to realise all assets and settle all liabilities before the company is legally dissolved.

Yes, a Private Limited company can convert to Public Limited by altering the MOA/AOA per Section, increasing the minimum directors to 3 and shareholders to 7, removing share transfer restrictions, and filing Form INC-27. Conversion enables public funding but increases compliance requirements under Section 2(71). Usually done before IPO planning.

A private company can buy back its shares under Section 68, provided it is authorised by its Articles, a special resolution is passed, and the buy-back does not exceed 25% of its total paid-up capital and free reserves. Post-buy-back debt-equity ratio must not exceed 2:1. The Process involves strict timelines for completion and extinguishing the shares.

Proprietorship and partnership firms can be converted to a Private Limited Company through established procedures. The process involves asset transfer, obtaining NOC from creditors, and filing relevant forms. LLP can convert using Form URC-1 per Section 366 of the Companies Act. Conversion provides a better legal structure while maintaining business continuity.

Key restrictions include: maximum 200 shareholders per Section 2(68), no public invitation for share subscription, share transfer restrictions as per AOA, mandatory Indian resident director per Section 149(3), and prohibition on stock exchange listing. These restrictions ensure a loosely held ownership structure while providing corporate benefits.