Private Limited Company Registration in India
A private limited company gives you a separate legal entity, limited liability and a structure that potential investors recognise. Setindiabiz files your incorporation application (SPICe+) with the Registrar of Companies and hands over the Certificate of Incorporation, which carries your CIN, PAN, and TAN.
What is a Private Limited Company?
A private limited company is registered under the Companies Act, 2013. Section 2(68), which defines it as a company whose articles (AOA) restrict the transfer of its shares, cap membership (shareholding) at 200 excluding employee-members, and prohibit any invitation to the public to subscribe for its securities.
Two or more persons may incorporate a private limited company under the Companies Act 2013 through the SPICe+ Form, filed on the MCA V3 portal. Setindiabiz prepares the memorandum of association (MOA), articles of association (AOA), and other declarations, and resolves queries from the ROC. The Company Incorporation remains the Registrar’s decision.
Setindiabiz functions as an independent consulting firm with no affiliation to the MCA or government bodies. Section 7 of the Companies Act, 2013 vests exclusive authority for company incorporation in the Registrar of Companies. While Setindiabiz assists clients with drafting and filing applications, the approval authority rests entirely with the Registrar.
Sample Certificates
Minimum Requirements/Eligibility
Two Shareholders (minimum).
A private limited company is formed by two or more persons subscribing to the memorandum of association (MOA). The same two people may hold both the roles of shareholder and director of the company, so a company can be formed by two individuals who are simultaneously the only shareholders and the only directors. The maximum number of shareholders is capped at 200.
Mandatory Board Strength (At least 2 Directors)
Section 149(1) requires at least two directors and permits up to fifteen directors on the company's Board of Directors. Every proposed director needs a DIN (Director Identification Number). Up to three DINs can be allotted during the incorporation process itself.
One India Resident Director.
Section 149(3) requires at least one India resident director who has stayed in India for 182 days or more during the financial year, and in the year of incorporation the test applies proportionately to the part of the year remaining after incorporation. The 120-day figure often quoted alongside it comes from Explanation I to Rule 3 of the Companies (Incorporation) Rules, 2014, which decides who may incorporate a One Person Company or act as its nominee and is measured over the immediately preceding financial year. It does not govern the resident director requirement for a private limited company.
Capacity & Qualification of Director.
An individual subscriber must be competent to contract under Section 11 of the Indian Contract Act, 1872, which rules out minors and persons of unsound mind. A director must be an individual, must hold or obtain a DIN under Section 153, and must not be disqualified under Section 164 of the Companies Act, 2013.
No minimum paid-up capital.
You may incorporate a company with any capital; there is no prescribed minimum or maximum capital. The ROC Registration Fee depends on the amount of capital. The ₹1 lakh requirement was removed from Section 2(68) by the Companies (Amendment) Act, 2015.
Registered office in India.
A registered office is a place where the company can keep its statutory records, and where government and other stakeholders can send notices. A residential address qualifies as the company's registered office address, subject to an NOC from its owner.
A lawful object.
The object or purpose for which the company is being incorporated must be legal, and the same is included in the Main Object clause of the MOA. The regulated activities, such as non-banking finance, insurance, Nidhi, etc need a licence from the sector regulator after incorporation.
💡Directorship limits. Under Section 165, no person may hold office as a director in more than 20 companies at the same time, of which not more than 10 may be public companies. Check a proposed director’s existing directorships before filing.
Get Started With
Company Registration in India
Register your private limited company in India online with Setindiabiz. Our expert guidance and cost-effective solutions simplify the incorporation process, saving you time and eliminating paperwork and office visits. Focus on your business growth.
- 100% Online Process
- Truly Digital
- Cost Effective
- All India Service
PricingDSC & Govt. fee on actual |
Basic ₹2499 |
Silver ₹7499 |
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|---|---|---|---|---|
| 1 | Digital Signature Processing We arrange your Class‑3 Digital Signature Certificate (DSC) so directors can e‑sign all MCA forms and company documents securely. | ✔ | ✔ | ✔ |
| 2 | Director Identification Number (DIN) We apply for and obtain DIN for each director so they are legally recognised by MCA and eligible to act as company directors. | ✔ | ✔ | ✔ |
| 3 | Name Search & Approval We check name availability and apply to MCA for approval of your chosen company name, reducing chances of rejection or objections. | ✔ | ✔ | ✔ |
| 4 | MOA & AOA Drafting We draft customised Memorandum and Articles of Association defining your company’s main objects, capital and internal rules. | ✔ | ✔ | ✔ |
| 5 | SPICe+ Form Filing with MCA We prepare and file the integrated SPICe+ incorporation form on the MCA portal with all required details and attachments. | ✔ | ✔ | ✔ |
| 6 | Incorporation Certificate (CIN) We help you obtain the Certificate of Incorporation with a unique Corporate Identification Number (CIN) from MCA. | ✔ | ✔ | ✔ |
| 7 | Company PAN & TAN We apply for and secure the company’s Permanent Account Number (PAN) and Tax Deduction Account Number (TAN) from the Income Tax Department. | ✔ | ✔ | ✔ |
| 8 | ESI & PF Registration *1 ESIC and EPF employer registration numbers are auto‑allotted with incorporation via MCA forms, enabling you to comply with social security laws once eligibility thresholds are met. | ✔ | ✔ | ✔ |
| 9 | MSME Registration We register your business as an MSME on the Udyam portal so you can access government benefits, subsidies and easier credit. | ✘ | ✔ | ✔ |
| 10 | GST Registration We register your company under GST and obtain a GSTIN so you can legally collect GST and claim input tax credit. | ✘ | ✔ | ✔ |
| 11 | Six Month GST Return We prepare and file your periodic GST returns for the first six months, based on data you share, to keep you compliant. | ✘ | ✔ | ✔ |
| 12 | Directors Report Drafting We draft the Board’s Report for the first financial year covering company performance, compliance disclosures and statutory details. | ✘ | ✘ | ✔ |
| 13 | 1st Year ROC Annual Returns *2 We prepare and file your first year ROC Annual Return, such as ADT-1 forms for auditor appointment and annual filing of financials in Form AOC-4 and company information in Form MGT7 | ✘ | ✘ | ✔ |
| 14 | Company ITR-6 Filing We prepare and e‑file your company’s Income Tax Return (ITR‑6) with basic computation based on your provided financial statements. | ✘ | ✘ | ✔ |
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*1 Auto approval under spice form *2 Does not include A/c & Audit services |
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Timeline for Private Limited Company Registration
KYC and digital signatures
Every proposed director and subscriber obtains a Class 3 digital signature from a licensed Certifying Authority through video e-KYC, under the Information Technology Act, 2000.
Name Reservation
SPICe+ Part A is filed with up to two proposed names. Once the Central Registration Centre approves, the name is reserved for 20 days under Rule 9 of the Companies (Incorporation) Rules, 2014.
Drafting and filing
The memorandum under Section 4 and the articles under Section 5 are prepared, converted to e-MOA and e-AOA, and filed with SPICe+ Part B, INC-9 and AGILE-PRO-S.
COI Issuance
The Registrar reviews the application. Upon approval, the Registrar issues the Certificate of Incorporation under Section 7(2) with a 21-digit CIN, and the Income Tax Department simultaneously issues the PAN and TAN.
Note: Timeline subject to timely document submission & normal MCA/CRC processing speed.
Step-by-Step Company Incorporation Process
The entire incorporation application is submitted online through the MCA V3 portal (www.mca.gov.in); nothing is filed on paper, and no visit to the office of the Registrar of Companies (ROC) is required. The sequence below follows the fullest route, where none of the proposed directors holds a DIN and a foreign subscriber is involved.
Step 01: Collect KYC and issue digital signatures
We collect KYC for every proposed director and subscriber, checking that names and addresses match across documents. A licensed Certifying Authority such as e-mudhra or V-sign then issues Class 3 digital signatures after video e-KYC. The documents for incorporation are digitally signed using a valid DSC, which is legally equivalent to a handwritten signature under the Information Technology Act, 2000.
⏳Turnaround: The signature is issued once video e-KYC is completed and approved.Step 02: Search and reserve the company name
The next step is to check the availability of the company name. We check the proposed names against the registered companies or LLPs on the MCA website and the trade marks register on ipindia.gov.in, because Rule 8A blocks a name that resembles a registered trademark and Section 4(2) bars a name that is too close to an existing company or LLP. SPICe+ Part A is then filed with up to two names in order of preference.
⏳Turnaround: An approved name is reserved for 20 days under Rule 9. Rule 9A allows a paid extension.Step 03: Draft the memorandum (MOA) and articles (AOA)
The memorandum of association (MOA) is drafted under Section 4 and includes its name, registered office, objects, liability, capital, and subscription clauses. The articles are the document that governs the company’s internal operations and covers share transfers, board powers, voting, dividends, and employee stock options. Both convert into e-MOA (INC-33) and e-AOA (INC-34) for electronic signature by the subscribers.
⏳Turnaround: Drafting runs alongside name reservation.Step 04: File SPICe+ Part B and the linked forms
The incorporation application is filed as Form SPICe+ Part B (INC-32), which includes the directors, subscribers, registered office, capital, and NIC codes, along with the e-MOA, e-AOA, and the INC-9 declaration generated automatically by the portal. Rule 38 requires certification by a practising chartered accountant, company secretary, or cost accountant.
⏳Turnaround: The file moves to the Registrar once all subscribers have signed.Step 05: Registrar scrutiny and Certificate of Incorporation
The Central Registration Centre examines the application and raises any deficiency by email with a stated resubmission window. On approval, the Registrar issues the Certificate of Incorporation under Section 7(2) with the 21-digit CIN, and the Income Tax Department allots PAN and TAN through the same filing.
⏳Turnaround: Turnaround: Processed by the Central Registration Centre, the reserved name has a 20-day clock.Step 06: Complete the first post-incorporation filings
The first board meeting is held within 30 days under Section 173(1), and the first auditor is appointed under Section 139(6). Form INC-20A is to be filed within 180 days under Section 10A once the subscription money is in the company’s bank account; share certificates are to be filed within two months under Section 56(4); and Form INC-22 is to be filed under Section 12 where the registered office was not verified through SPICe+.
⏳Turnaround: The 30-day board and auditor clocks run from incorporation; INC-20A runs for 180 days.We respond within 4 hours
Monday to Saturday (10 AM - 7 PM)
Why businesses trust us
Private Limited Company vs LLP vs OPC
Founders usually shortlist three structures, and the choice turns on how the business will be funded rather than on what it costs to register. A private limited company issues equity and can grant employee stock options. A limited liability partnership under the Limited Liability Partnership Act, 2008 can do neither. A one-person company under Section 2(62) gives a single founder corporate status. The table compares the points that actually change the decision.
| No | Point of difference | Private Limited Company | LLP | One Person Company |
|---|---|---|---|---|
| 1 | Governing law | Companies Act, 2013 | Limited Liability Partnership Act, 2008 | Companies Act, 2013, Section 2(62) |
| 2 | Owners | Two to 200 members under Sections 3(1)(b) and 2(68) | Two or more partners | One member, with a nominee named in Form INC-3 |
| 3 | Management | Two to fifteen directors under Section 149(1) | Two or more designated partners, at least one resident in India | One director minimum, who may be the sole member |
| 4 | Equity funding | Shares can be issued to investors, including at a premium | No share capital; investors join as partners | Cannot raise equity from outside investors while it remains an OPC |
| 5 | Employee stock options | Available under Section 62(1)(b) | Not available | Nothing bars the grant, but an OPC can have only one member, so exercise by anyone else forces a change of structure |
| 6 | Conversion | May convert to a public company under Section 14 by altering the memorandum and articles | May convert to a company under Chapter XXI | May convert to a private limited company at any time under Rule 6 of the Companies (Incorporation) Rules, 2014 |
| 7 | Statutory audit | Compulsory every year under Section 139, whatever the turnover | Required only above the thresholds in the LLP Act | Compulsory every year under Section 139 |
| 8 | Annual filings | AOC-4 and MGT-7 or MGT-7A | Form 8 and Form 11 | AOC-4 and MGT-7A |
Quick Takeaway: If you plan to raise equity, grant employee stock options or eventually list, incorporate a private limited company. If the business is a professional practice or a small trading operation where outside equity is not on the table, an LLP carries a lighter annual filing load. A solo founder who wants corporate status can start as a one-person company. The mandatory conversion ceiling that once applied to an OPC at ₹50 lakh of paid-up capital or ₹2 crore of turnover was removed with effect from 1 April 2021 by the Companies (Incorporation) Second Amendment Rules, 2021, so an OPC may now stay an OPC and convert when it chooses.
👉 Related Services: LLP Registration | OPC Registration
Benefits of Private Limited Company Registration
Limited liability is the headline, though it is rarely the only reason a founder chooses this structure over a partnership. The advantages that matter in practice appear when the company raises money, hires senior people, signs a large contract or applies for credit. Each benefit below traces to a provision of the Companies Act, 2013 rather than to a marketing claim, so you can check what the structure actually gives you.
Separate legal entity.
The company owns property, holds bank accounts, sues and is sued in its own name. A change in shareholders does not disturb any of it.
Limited liability
A shareholder's exposure stops at the amount unpaid on the shares held. Personal assets sit outside the company's obligations, except where a statute lifts the veil.
Equity funding
Under Section 52, shares can be issued to angel investors, venture funds, and strategic partners at face value or a premium. This versatile structure supports preference shares, convertible instruments, and differential rights.
Employee stock options.
Section 62(1)(b) read with the Companies (Share Capital and Debentures) Rules, 2014, lets the company grant options to employees and directors. This is often the deciding factor when hiring senior talent early.
Perpetual succession.
The company continues regardless of the death, insolvency or exit of any member. Shares transfer subject to the restriction in the articles, and the business carries on uninterrupted.
100% FDI Allowed
Most sectors allow 100% Foreign Direct Investment under the automatic route. This makes it the ideal vehicle for foreign promoters to enter the Indian market.
Taxation of Indian Private Limited Companies (Financial Year 2026-27)
| No | Tax Regime | Base Rate | Effective Rate | Key Points |
|---|---|---|---|---|
| 1 | Regular Regime | 25% / 30% | 26–35% | 25% rate applies where turnover in the relevant preceding year (as fixed each year by the Finance Act) does not exceed ₹400 crore. Available for companies claiming eligible deductions. |
| 2 | Section 200 (concessional regime) | 22% | 25.17% | Concessional regime for domestic companies foregoing specified deductions. MAT not applicable. Flat 10% surcharge. How Effective Rate is Calculated: 22% (base) + 2.2% (10% surcharge) + 0.97% (4% cess) = 25.17% effective rate. |
| 3 | Section 201 (new manufacturing companies) | 15% | 17.16% | Closed to new entrants. Available only to companies incorporated on or after 1 October 2019 that commenced manufacturing by 31 March 2024. Budget 2026 did not extend this cut-off, so new companies cannot qualify, but existing qualifying companies continue under this rate. The 17.16% effective rate is calculated as: 15% (base) + 1.5% (10% surcharge) + 0.66% (4% cess). |
Key Considerations: Under Section 206, domestic enterprises that elect the tax paths outlined in Section 200 or 201 receive an exemption from the Minimum Alternate Tax (MAT). This binding, permanent choice must be formally declared within the tax return of the initial qualifying financial year on or prior to the deadline specified by Section 263(1).
By selecting Section 200, an organisation surrenders entitlements to several tax reliefs, including incentives under Section 144 for SEZ units, accelerated depreciation benefits, and capital outlays covered by Section 46 for specified operations, along with the majority of Chapter VIII allowances. Nevertheless, exceptions are granted for Section 146 relating to incremental employee expenses and Section 148 concerning inter-corporate dividend distribution. Furthermore, following the elimination of the Dividend Distribution Tax (DDT) effective April 1, 2020, dividend receipts are directly assessable as taxable income for individual equity holders.
Further Reading
Frequently Asked Questions
A private limited company is one registered under the Companies Act, 2013 whose articles restrict the transfer of its shares, cap members at 200 and bar any invitation to the public to subscribe for its securities. That definition is in Section 2(68). It is a separate legal entity, so it owns property and contracts in its own name, and shareholders are liable only for the amount unpaid on their shares.
No. You may trade as a sole proprietor or a partnership firm without registering with the Registrar of Companies. What registration under the Companies Act, 2013 buys you is the 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. Conversion to a public company is done 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 finance activity. SEBI has no role unless the company issues listed securities.
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) requires government approval where the investor is an entity of a country sharing a land border with India, or where the beneficial owner of the investment is situated in or is a citizen of such a country.
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 as part of the incorporation, so most new companies need no separate application. A DIN is allotted for life and is kept active through Form DIR-3 KYC Web, filed once in 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 with a fee of ₹500 and is appointed by the board, 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, and the incorporation application has to be filed inside 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. Where only a correspondence address was given, Form INC-22 follows within 30 days of incorporation.
A passport, overseas address proof and a photograph, attested under Rule 13 of the Companies (Incorporation) Rules, 2014. Documents executed in a country party to the Hague Apostille Convention are apostilled; documents from outside the Convention are notarised locally and then consularised at the Indian embassy or consulate.
Form INC-35, filed with SPICe+ under Rule 38A, carries EPFO and ESIC registration, profession tax where the State levies it, and the application for the company’s current account, which the bank opens on its own KYC checks. GSTIN and shops and establishments registration are optional selections inside the same form, and coverage varies by State.
The Central Registration Centre sends the deficiency by email and states the window for resubmission. Correct what is flagged and refile inside 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.
There is no MCA form filing fee where nominal share capital is up to ₹15 lakh; above that, the fee is charged on the slabs in 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 inside the MCA filing, and it differs from State to State.
No, it is collected within the MCA filing through e-stamping, so no physical stamp paper is involved. It is fixed by the State in which the registered office is situated, 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 stays with the 1961 Act even where 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. The board appoints the first auditor within 30 days of incorporation under Section 139(6); if the board does not, the members must 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 provision to Section 139(1). What changed is the form: since 14 July 2025, the Form ADT-1 substituted by G.S.R. 359(E) dated 30 May 2025 carries a category for a first auditor appointed by the Board, which is why much of the commentary online now calls the filing mandatory. Setindiabiz files it on request, within 15 days of the board meeting.
Form INC-20A must be filed 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 carries a penalty of ₹50,000 on the company and ₹1,000 per day on each officer, up to ₹1,00,000, and Section 10A(3) allows the Registrar to remove the company’s name from the register.
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