Private Limited Company Registration in India
A Private Limited Company is a privately held business entity that offers limited liability protection to its shareholders and a separate legal identity distinct from its owners. This structure is widely chosen by startups and SMEs due to its credibility, governance framework, and ease of raising capital.
Who Should Incorporate as a Private Limited Company?
- Startups planning to raise external funding (VCs and angel investors prefer Pvt. Ltd. structure).
- Businesses planning to scale and hire employees with formal equity arrangements (ESOPs).
- Professionals and founders seeking limited liability protection from business risk.
- Companies that require a credible corporate identity to sign contracts and secure suppliers/customers.
- Businesses intending to sell or transfer ownership — Pvt. Ltd. provides a smooth exit structure via share transfer.
Key Features of a Private Limited Company
| Feature | Description |
|---|---|
| Limited Liability Protection | Shareholders are liable only up to the amount unpaid on their shares; personal assets are protected. |
| Separate Legal Entity | The company can enter contracts, own assets, sue or be sued in its own name. |
| Minimum Shareholders | Minimum 2; maximum 200 shareholders. |
| Minimum Directors | At least 2 directors, with at least one being an Indian resident. |
| Minimum Share Capital | Typically Rs. 1 lakh (subject to change based on company requirements). |
| Company Name Requirement | Name must end with 'Private Limited' and be unique. |
| Restrictions on Share Transfer | Shares cannot be freely transferred without compliance with AoA and board approvals. |
| Prohibition on Public Invitation | Cannot invite the public to subscribe to shares or debentures. |
| Compliance Requirements | Mandatory annual filings, audits, AGMs and ROC compliance. |
Types of Private Limited Companies
Company Limited by Shares
Most common type; liability limited to share value.
Company Limited by Guarantee
Often used for non-profits where members guarantee contribution amount.
Unlimited Company
Less common; members have unlimited liability.
Advantages & Disadvantages
Advantage: Limited Liability
Protects personal assets of shareholders.
Advantage: Ease of Funding
Attractive to investors, VCs and banks.
Disadvantage: Compliance Burden
Annual filings, audits and statutory requirements increase administrative effort.
Disadvantage: Public Disclosure
Financials and company details are publicly available on MCA portal.
Disadvantage: Complex Setup
Higher documentation, stamping and registration costs compared to proprietorships.
Disadvantage: Share Limits & Exit Complexity
Maximum 200 shareholders and formal procedures for transferring or exiting shares can be restrictive.
Disadvantage: Slower Decision-Making
Board and shareholder approvals may delay strategic decisions compared to proprietorships.
Requirements for Private Limited Company Registration in India
Before you begin incorporation, ensure you meet the statutory requirements for directors, shareholders and the registered office.
Directors and Members
- Minimum 2 directors and 2 shareholders (maximum 200 shareholders).
- At least one director must be an Indian resident (residing 182+ days in India in the previous calendar year).
- All directors must obtain a Director Identification Number (DIN).
- Directors should provide valid identity and address proofs, PAN, and any statutory affidavits required.
Company Name
The proposed name must reflect the business activity, be unique, and end with “Private Limited”. It must not be identical or deceptively similar to existing companies. Name reservation is done using SPICe+ Part A.
Registered Office
You must provide a permanent registered office address for communications with the Registrar of Companies. Supporting documents include a rental/lease agreement or ownership proof, a recent utility bill (≤ 2 months), and NOC from the owner if applicable.
Company Registration Certificate (COI)
After successful incorporation, MCA issues a Certificate of Incorporation (COI), which legally confirms company formation.
Purpose
The COI is legal confirmation of company formation — it authorizes operations under Indian law, allows opening bank accounts, statutory registrations, entering contracts and fundraising.
Contents of the COI
| Field | Description |
|---|---|
| Company Name | Approved during SPICe+ filing |
| Corporate Identification Number (CIN) | Unique MCA-issued identifier |
| Date of Incorporation | The official registration date |
| PAN & TAN | Tax identification numbers provided post-incorporation |
| Company Structure | Private Limited, LLP, OPC, etc. |
| Registered Office | Address for statutory communications |
Step-by-Step Registration Process
Step 1: Acquire Digital Signature Certificate (DSC)
Required for directors and subscribers to sign electronic forms (documents: passport-sized photo, PAN, Aadhaar, email, phone). Foreign nationals require notarized & apostilled documents.
Step 2: Obtain Director Identification Number (DIN)
DIN is mandatory for all directors and is included in the incorporation forms.
Step 3: Name Reservation (SPICe+ Part A)
Propose up to two names; MCA reviews and approves the company name.
Step 4: Submission of Company Details (SPICe+ Part B)
Submit capital structure, registered office, director & shareholder info, MOA & AOA, PAN & TAN application, stamp duty and fees.
Step 5: Incorporation Documents (MOA & AOA)
Draft MOA & AOA, obtain digital signatures and submit to MCA.
Step 6: AGILE-PRO-S Filing
One-stop registration for GST, EPFO/ESI, bank account opening, and Shop & Establishment registration.
Step 7: Certificate of Incorporation (COI)
MCA issues COI, CIN, PAN & TAN after verification—company is legally formed.
Step 8: Post-Incorporation Filings & Bank Account
Open company bank account, file incorporation forms, obtain PAN/TAN, and complete any state-level registrations.
SPICe+ (Simplified Proforma for Incorporating Company Electronically) – What’s inside?
SPICe+ is a single multi-purpose form that simplifies incorporation by combining several services into one electronic filing. It includes:
- Part A – Name reservation
- Part B – Incorporation details, DIN allotment, PAN/TAN application
- e-MOA & e-AOA uploads
- AGILE-PRO-S for GST/EPFO/ESI/shop registration
- INC-9 declarations and subscriber affidavits
Using SPICe+ reduces manual steps and speeds up incorporation when documents are ready.
Documents Required for Registration
| Applicant | Documents |
|---|---|
| Indian Directors/Subscribers | Affidavit of consent, ID & address proof, PAN, utility bill (<=2 months), registered office proof (rent agreement + NOC) |
| Foreign Nationals | Passport, notarized & apostilled documents, address proof, residential proof, bank statement |
| Registered Office | Rental agreement/ownership documents, NOC from owner, utility bill (<=2 months) |
| Others | Passport photos, DSC, proof of professional (if applicable), board resolution (if existing company) |
Timeframe & Fees
Typical Time
7–10 working days via SPICe+ including DIN & name approval (subject to MCA processing).
Government Fees
Stamp duty + ROC fees depending on authorized capital and state. Small companies may pay lower ROC fees.
Professional Fees
Legal & filing support from Mundra Legal starting at reasonable rates; pricing varies by complexity.
Post-Incorporation
Statutory compliance: AGM, financial statements, auditor appointment, director KYC. Ongoing bookkeeping and tax filings are essential.
Estimated Fees & Timeline (Sample)
| Service | Estimated Time | Estimated Cost (INR) |
|---|---|---|
| Name reservation (SPICe+ Part A) | 1–3 days | 1,000–2,500 |
| DIN & DSC | 1–2 days | 1,500–3,500 per person |
| SPICe+ filing & COI | 5–10 days | 5,000–15,000 (govt + stamp duty varies) |
| AGILE-PRO-S & other registrations | 3–7 days | Included / state-specific |
First-year Compliance Timeline (recommended)
- Within 7–14 days: Open bank account; finalise share certificates and statutory registers.
- Within 30 days: File incorporation related forms and apply for PAN/TAN if not auto-generated.
- Within 90 days: Appoint auditor and prepare initial accounting records.
- Within 180 days: Prepare first 6 months financials and ensure GST/EPFO/ESI registrations are configured correctly.
- Before 270 days: Complete director KYC, and any other ROC-specific filings.
Common Mistakes to Avoid
- Poor name checks — choose unique names and do trademark checks to avoid objections.
- Incomplete or inconsistent KYC documents for directors — ensures PAN/Aadhaar consistency.
- Delaying AGILE & bank setup — opens gaps in tax registrations and vendor onboarding.
- Ignoring stamp duty differences across states — this can cause rejections or additional fees.
- Weak MOA/AOA drafting — invest in clear objects clauses to avoid scope disputes later.
Case Study: Low-cost startup incorporation
A fintech startup approached Mundra Legal with a tight timeline to onboard investors. We conducted a name availability check, prepared e-MOA/e-AOA, coordinated DSC/DIN for directors, and completed SPICe+ filing within 7 days. The early completion helped the startup close seed funding two weeks later.
Post-Registration Compliance Checklist
| Form/Requirement | Due Date / Note |
|---|---|
| DIR-3 KYC | 30th Sept each year — DIN KYC for directors |
| Form AOC-4 | Within 30 days of AGM — Financial Statements filing |
| Form MGT-7 | Annual return — due as per ROC schedule |
| Form ADT-1 | Within 15 days of auditor appointment |
| ITR-6 | Income Tax Return (timeline depends on audit status) |
MCA Compliance Timeline (FY 2023–24)
| Form | Compliance | Due Date | Penalty |
|---|---|---|---|
| DIR-3 KYC | DIN KYC | 30th Sept 2024 | Rs. 5,000, possible disqualification |
| Form AOC-4 | Financial Statements | 29th Oct 2024 | Late fees applicable |
| Form MGT-7 | Annual Returns | 28th Nov 2024 | Late fees applicable |
| Form ADT-1 | Auditor Appointment | 15 days from appointment | Late fees applicable |
| ITR-6 | Income Tax Return (non-audit/audit) | 31st July / 31st Oct | Penalty for delay |
For LLPs, the mandatory filings include Form 11 (Annual Return), Form 8 (Statement of Accounts & Solvency), and DIR-3 KYC where applicable.
Comparison: Proprietorship vs LLP vs Private Limited
| Feature | Proprietorship | LLP | Private Limited |
|---|---|---|---|
| Ownership | Single owner | 2+ partners | 2+ shareholders (max 200) |
| Liability | Unlimited | Limited | Limited to shareholding |
| Compliance | Minimal | Moderate | High |
| Funding | Self/Loans | External funding possible | Easy to raise capital via shares |
| Continuity | Ends with owner | Continues | Continues despite changes |
Why Choose Mundra Legal?
End-to-End Service
Name reservation to COI and post-incorporation compliance.
Expert Consultation
Guidance tailored to business type and location.
Fast & Efficient
Minimize delays and ensure correct filings.
Compliance Management
Ongoing support for statutory filings, audits, and returns.
FAQs
How do I register a private limited company in India?
Follow DSC -> DIN -> Name reservation (SPICe+ Part A) -> SPICe+ Part B filing -> MOA/AOA -> AGILE-PRO-S -> COI issuance.
What is the registration fee?
Fees vary with authorized capital and state. ROC & stamp duty apply as per slabs; Mundra Legal provides fee estimates during consultation.
Can NRIs or foreign nationals register?
Yes. Foreign nationals need notarized/apostilled identity & address proofs, and other compliance for foreign investment (FEMA) if applicable.
What documents are required?
Identity & address proofs, PAN, registered office proof, utility bills, DSC, MOA/AOA drafts, affidavits, and photographs.
How long does it take?
Typically 7–10 working days via SPICe+ depending on MCA processing and verification timings.
Ready to register your Pvt. Ltd. company?
Contact Mundra Legal for a free consultation and fast incorporation service.