Private Limited Company Registration in India

A private limited company is registered under the Companies Act, 2013, with articles that restrict share transfers, cap members at 200, and bar any invitation to the public to subscribe for its securities. That definition is in Section 2(68). As a separate legal entity, it owns property and enters into contracts in its own name, and shareholders are liable only for the unpaid amount on their shares.

No. You may trade as a sole proprietor or a partnership firm without registering with the Registrar of Companies. Registration under the Companies Act, 2013 gives you a separate legal entity and limited liability; without it, your personal assets stand behind the business debts.

The Corporate Identification Number is the 21-digit alphanumeric number the Registrar assigns on incorporation, encoding listing status, industry code, State, year of incorporation, ownership category and a serial number. It appears on the Certificate of Incorporation issued under Section 7(2) and must be quoted on letterheads, invoices, notices and every MCA filing.

Authorised capital is the ceiling up to which the company may issue shares, stated in the capital clause of the memorandum under Section 4(1)(e). Paid-up capital is what shareholders have actually paid for the shares allotted to them. Authorised capital drives the MCA filing fee and the stamp duty, so it is worth setting deliberately.

Yes. A private limited company can convert to a public company by altering the memorandum and articles under Section 14 and filing the prescribed form with the Registrar. A firm, LLP or society may also convert into a company under Chapter XXI by filing Form URC-1, subject to the conditions in that Chapter.

The Registrar of Companies, under the Ministry of Corporate Affairs, administers the Companies Act, 2013 for every registered company, while the board manages the company and answers to the shareholders. Sector regulators apply on top where the business calls for it, such as the Reserve Bank of India for non-banking financial activity. SEBI has no role unless the company issues securities to the public.

Two of each, minimum. Section 3(1)(b) requires two subscribers to the memorandum and Section 149(1) requires two directors, and the same two people may hold both roles. The maximum is 200 members under Section 2(68), excluding present and former employee-members, and fifteen directors unless a special resolution increases the number.

Yes, with no bar on holding shares or being appointed a director. At least one director must satisfy Section 149(3), which requires a stay in India of 182 days or more during the financial year. Investment runs under the FEMA (Non-debt Instruments) Rules, 2019: Rule 6(a), as substituted with effect from 2 May 2026, requires government approval where the investor is an entity of a country sharing a land border with India, or where the beneficial owner is situated in or is a citizen of such a country.

182 days. Section 149(3) requires at least one director who has stayed in India for 182 days or more during the financial year, and no amendment has changed that figure. The 120-day test is in Explanation I to Rule 3 of the Companies (Incorporation) Rules, 2014, where G.S.R. 91(E) dated 1 February 2021 reduced it from 182 days, effective 1 April 2021. That rule decides who may incorporate a One Person Company or act as its nominee, is measured over the immediately preceding financial year, and applies only to a natural person who is an Indian citizen.

Yes, the Companies Act, 2013 does not bar an employed person from being appointed a director. The constraint is contractual, so check your employment agreement for a non-compete, a conflict-of-interest clause or a disclosure requirement. Directorship also carries the duties in Section 166 and personal liability where the company defaults.

The Director Identification Number is the eight-digit number allotted under Section 153 to a person who intends to be a director, and no one can be appointed without a valid DIN. SPICe+ allots up to three DINs during incorporation, so most new companies don’t need a separate application. A DIN is allotted for life and stays active through Form DIR-3 KYC Web, filed once every three consecutive financial years by 30 June.

Incorporate with the three DINs allotted through SPICe+, then bring the others onto the board afterwards. Each additional person applies in Form DIR-3 for a fee of ₹500 and is appointed by the board; the appointment is reported in Form DIR-12. Anyone who already holds a DIN can be named in the incorporation application without counting against the three.

Twenty at any one time under Section 165, of which not more than ten may be public companies. Exceeding the cap attracts ₹2,000 for each day the contravention continues, subject to the ceiling in Section 165(6). Check a proposed director’s existing positions before filing.

SPICe+ Part A reserves the name, and SPICe+ Part B (INC-32) carries the incorporation details, filed with e-MOA (INC-33), e-AOA (INC-34), the INC-9 declaration by the subscribers and first directors, and AGILE-PRO-S (INC-35). Rule 38 of the Companies (Incorporation) Rules, 2014 governs the filing and requires certification by a practising chartered accountant, company secretary or cost accountant.

Twenty days from approval for a new company under Rule 9 of the Companies (Incorporation) Rules, 2014; the incorporation application must be filed within that window. An extension is available on payment of the prescribed fee under Rule 9A. If the name lapses, you file SPICe+ Part A again and pay the reservation fee again.

Yes. Section 12 requires premises capable of receiving and acknowledging communications, and residential premises meet that test; a rented property needs the owner’s no-objection certificate. Where the address given in SPICe+ as the correspondence address is also the registered office, verification happens through the incorporation filing itself. If only a correspondence address is given, Form INC-22 is filed within 30 days of incorporation.

A passport, an overseas address proof and a photograph, attested under Rule 13(5) of the Companies (Incorporation) Rules, 2014: notarised in a Commonwealth country, notarised and apostilled in a Hague Apostille Convention country, or notarised and then consularised at the Indian embassy or consulate elsewhere.

Form INC-35, filed with SPICe+ under Rule 38A, includes EPFO and ESIC registration, profession tax where the State levies it, and an application for the company’s current account, which the bank opens based on its own KYC checks under paragraph 33 of the RBI (Commercial Banks – KYC) Directions, 2025. GSTIN and shops-and-establishment registration are optional selections inside the same form, and coverage varies by State.

The Central Registration Centre emails the deficiency and states the resubmission window. Correct what is flagged and refile within it, watching the name clock at the same time: the 20-day reservation under Rule 9 runs independently, and a lapsed name means starting again with SPICe+ Part A.

Usually 7–10 working days from the day all documents are ready. DSCs are issued in one to two days, the name is approved by about day 4, SPICe+ Part B is filed by day 7, and the Certificate of Incorporation follows by day 10, as the timeline above shows. A resubmission request from the CRC adds time, and under Rule 9, the approved name stays reserved for only 20 days.

There is no MCA form filing fee for nominal share capital up to ₹15 lakh; above that, the fee is charged in slabs under the Companies (Registration Offices and Fees) Rules, 2014. Name reservation costs ₹1,000. Stamp duty on the memorandum, articles, and incorporation form is a State levy collected through e-stamping in the MCA filing, and it varies by State.

No, it is collected through e-stamping within the MCA filing, so no physical stamp paper is involved. The State fixes it under the Indian Stamp Act, 1899, as adapted by that State. The basis differs by State and by instrument, so the same company at the same capital costs a different amount in Delhi, Maharashtra or Haryana.

From Tax Year 2026-27 under the Income-tax Act, 2025, which replaced the Income-tax Act, 1961 on 1 April 2026 through its repeal and savings provision in Section 536. Section 200 lets a domestic company opt to be taxed at 22% on total income computed without the deductions and set-offs listed there, with surcharge and cess on top at the rates fixed by the annual Finance Act. Income for FY 2025-26 remains under the 1961 Act even if the return is filed later.

Not automatically. Section 22 of the CGST Act, 2017 makes registration compulsory once aggregate turnover crosses ₹20 lakh, or ₹10 lakh in the specified States. The ₹40 lakh figure usually quoted is an exemption notified under Section 23(2) by Notification No. 10/2019-Central Tax dated 7 March 2019, confined to exclusive supply of goods and closed to Section 24 persons, to suppliers of pan masala, tobacco or edible ice, and to intra-State supplies in the ten States that notification names. Section 24 separately overrides the threshold for inter-State supply of goods, supplies through an e-commerce operator and reverse-charge liability.

Yes. Section 139 requires every company to appoint an auditor, and Section 143 requires the accounts to be audited, with no turnover threshold and no exemption for a dormant first year. Under Section 139 (6), the board must appoint the first auditor within 30 days of incorporation; if it does not, the members must do so within 90 days.

The Act does not say so. Section 139(6) requires the Board to appoint the first auditor within 30 days. Still, it imposes no notice to the Registrar, and Rule 4(2) of the Companies (Audit and Auditors) Rules, 2014 still ties the ADT-1 notice to an appointment under the fourth proviso to Section 139(1). The form changed: since 14 July 2025, Form ADT-1, substituted by G.S.R. 359(E) dated 30 May 2025, includes a category for a first auditor appointed by the Board, which is why much online commentary now calls the filing mandatory. Setindiabiz files it on request, within 15 days of the board meeting.

File Form INC-20A within 180 days of incorporation under Section 10A, after the subscribers have paid for their shares. Until it is filed, the company cannot commence business or exercise borrowing powers. Default attracts ₹50,000 for the company and ₹1,000 per day for each officer up to ₹1,00,000, and Section 10A(3) allows the Registrar to remove the company’s name from the register.

The board meets at least four times a year under Section 173(1), or twice for a small company under Section 173(5). The first AGM is held within nine months of the close of the first financial year under Section 96(1). The company files financial statements in Form AOC-4 within 30 days of the AGM under Section 137, and the annual return in Form MGT-7A or MGT-7 within 60 days under Section 92. The income-tax return is due by 31 October, and each director must file DIR-3 KYC Web once every three financial years by 30 June.

Yes, if the company is not more than 10 years old, its turnover has not crossed ₹200 crore in any financial year, and it works on innovation or a scalable business model. It must not be formed by splitting up or reconstructing an existing business. These conditions come from DPIIT notification G.S.R. 108(E) dated 4 February 2026, which replaced the 2019 framework and its ₹100 crore cap; a deep-tech startup gets 20 years and ₹300 crore. The Startup India portal application is free.