How to Register a Private Limited Company in India: A Step-by-Step Legal Guide

For many Indians, establishing a business is a dream. However, until that business is legally registered, it only remains a dream. Out of the several options available for business structures in India, a Private Limited Company (Pvt. Ltd) is one of the most popular options, especially when it is a startup, a small business, or when raising investment in the future. The Private Limited Company structure offers limited liability to its shareholders, provides credibility in the market, and can be scaled easily.

The process for registering a private limited company may seem too technical. This article will share a step-by-step process in easy language for any type of first-time entrepreneur and general citizen to understand and consider that it is reasonable in today’s world to register a company with minimal complications.

What is a Private Limited Company?

A Private Limited Company (Pvt. Ltd) is a type of business structure available under Indian law that provides a benefit of limited liability protection in addition to more operational flexibility. To put this simply, it means that the company is a separate legal entity from its owners (shareholders) and his/her personal assets are protected in the event that the company incurs financial losses or debts.

Key elements of a private company per Section 2(68) of the Companies Act, 2013 are:

• 2 to 200 shareholders
• Restrictions on the transfer of shares
• Public prohibited from subscribing to the shares

The primary features of a Private Limited Company include:

• Limited Liability. Each shareholder is only liable for whatever is unpaid on the shares issued.
• Separate Legal Entity. The company can own property, sue, and be sued, in its own name.
• Perpetual Succession. The company may continue to exist in spite of the exit or death of shareholders or directors.
• Flexibility of Ownership. Shares may be internally transferred to other shareholders (with restrictions) allowing future business continuity and investment.

This form of business is ideal for entrepreneurs wishing to grow their business while managing risk, and wanting investors without the need to publicly list their company.

Eligibility Criteria to Register a Private Limited Company

You need to check, before incorporating a private limited company in India, that you meet the basic eligibility requirements specified in the Companies Act, 2013 and under the Companies (Incorporation) Rules, 2014. The eligibility criteria provide a foundation for the company being legally compliant before commencement of operations.

Here is a summary of the eligibility criteria.

Minimum Two Directors:

• Basic rule is minimum of two individuals will act as directors.
• One of them must be resident in India, which is 182 days in the previous calendar year (Section 149(3)).

Minimum Two Shareholders:

• The same individuals can act as both shareholders and directors.
• The maximum number of shareholders in a company is 200 (Section 2(68)).

Company Name:

• The proposed company name must not be identical or nearly similar to any existing company or trademark.
• Approval of the name is covered under Rule 8 Companies (Incorporation) Rules, 2014.

Registered Office Address Must be in India:

• You need a registered office address in India to serve as the point of communication for the company.

Authorized Capital:

• There is no minimum amount of authorized capital as per a 2015 amendment in the act, but most companies will incorporate with at least ₹1 lakh as authorized capital to ease of functioning during commencement.

Step-by-Step Registration Process for a Private Limited Company in India

Starting a private limited company is challenged by the lack of an obvious route, and this was made more tedious and complex by the lack of a streamlined process. The process is actually very simple now that the SPICe Plus (Simplified Proforma for Incorporating Company Electronically Plus) has come about. Let’s break up the steps in a simple manner:

Step 1: Obtaining a Digital Signature Certificate (DSC)

The electronic registration process requires that each proposed director and each shareholder obtain a Digital Signature Certificate (DSC). In order to sign electronically, all directors and shareholders will need this form of identity.

• The process of applying for DSC can be done online through a certifying authority recognised by the Government.
• Examples of forms of identity and address proof are: PAN, Aadhaar, Passport or any other proof of Indian address.
• You should expect to receive your DSC in 1–2 day.
• DSC is valid for 1 or 2 years.

Step 2: Apply for Director Identification Number (DIN)

All proposed directors must also have a Director Identification Number (DIN) according to Section 153 & 154 of the Companies Act, 2013.  DIN will apply to each person proposed to be a Director of a corporation.

• The DIN can be applied for through the SPICe + Part B form.
• The DIN only requires you to provide your personal details and proof of identity.
• If the directors are applying through the SPICe + Part B then no separate application for a DIN is required.

Step 3: Reserve Company Name through SPICe+ Part A

Choose a unique name for your new company. It cannot be:

• Identical or almost similar to an already incorporated company,
• Infringe any trademark rights,
• Include certain words such as “Bank,” “Stock Exchange,” etc., without getting the necessary Licence.

Name reservation is done through the MCA portal: 

• Navigate to www.mca.gov.in  → MCA Services → SPICe+ → Part A.
• You can reserve up to two names, and has one chance for resubmission.
• Once the name is approved, you will have 20 days of use. 

Step 4: Fill the SPICe+ Part B and the MoA and AoA

When the name reserved, you will fill the SPICe Part B that includes:

• The registered office of the company
• The capital structures
• Details of the directors and shareholders

Documents such as proof of identity/proof of address, utility bill, MoA and AoA,

MoA (Memorandum of Association) – Sets out the objectives and the scope of the company. Section 4 of Companies Act, 2013.

AoA (Articles of Association) – Sets out the rules about internal management of the company. Section 5 of Companies Act, 2013.

SPICe+ also has the following included which are auto-generated;

• PAN and TAN (you do not have to apply separately),
• EPFO, ESIC registration (Compulsory),
• GST registration (optional),
• A bank account setting up process with AGILE-PRO form.

Stage 5: Provide Registered Office Address.

You have to provide evidence of your company’s registered office address as required by the Rules 25 of the Companies (Incorporation) Rules, 2014:

• Utility bill (electricity/water/telephone no more than 2 months old)
• Rental agreement (if rented) & NOC from landlord
• Proof of ownership (if owned premises)

Stage 6: Pay Government Fees and Stamp Duty.

These fees depend on the authorized capital of your company and the particular state of registration. These typically involve:

• Filing fee for the form (SPICe+),
• Stamp duty (varies by State),
• Registering PAN / TAN of your company.

Stage 7: Receive COI (Certificate of Incorporation).

When the Registrar of Companies (RoC) confirms the receipt of your documents, you will receive:

• A Certificate of Incorporation: which is a legal proof of your company’s existence,
• Corporate Identification Number (CIN),
• PAN and TAN of the company.

This means you’re legally registered and able to trade.

Documents Required for Private Limited Company Registration

When you apply to register a private limited company, you may be required to submit documents depending on what the Ministry of Corporate Affairs (MCA) requests. These documents are used to verify the identity of the directors/shareholders, registered office address, and the internal configuration of the company.

1. Documents of the Directors and Shareholders

Each director and shareholder will submit:

• PAN Card: mandatory for Indian nationals,
• Passport: for foreign nationals or NRIs,
• Aadhaar Card, Voter ID or Driving License: for your address proof,
• Recent passport-sized photograph color, white background,
• Email ID and mobile number: required for OTP verification and communication.

Note: All documents must be self-attested, notarized and apostilled for foreign nationals.

2. Registered Office Proof

You must provide proof that the company has a valid official address in India, with one of the following:

• Utilities Bill: Electricity/water/gas/landline – utility must not be older than 2 months.,
• Rent Agreement: standards for rented premises.,
• No Objection Certificate (NOC): To be obtained from the property owner, when premises are not self-owned.,
• Proof of Ownership: Sale deed or property tax receipt, when premises are self-owned.

3. Company Constitutional Documents

These documents prescribe the purpose of the firm and operational rules:

• Memorandum of Association (MoA): Document containing the main business purposes
• Articles of Association (AoA): Documents containing internal rules and directions, responsibilities and framework for day-to-day operations.

4. Declaration and Consent Forms

INC-9: Declaration by each subscriber

DIR-2: Consent to act as a director

AGILE-PRO Form: This is used for GST, EPFO, ESIC and bank account

Since you have to submit several documents with your application, preparing up front in the proper format can save time and any rejection or delayed response due to errors or omissions.

Costs Involved in Registering a Private Limited Company

Registering a private limited company in India involves a combination of government charges, professional fees, and document-related expenses. While the process is fairly affordable for small businesses and startups, the total cost can vary depending on factors like authorized capital and use of professional services.

Here’s a breakdown of typical costs:

1. Government Fees: Some mandatory charges paid to the MCA (Ministry of Corporate Affairs)

Name Reservation (SPICe + Part A):  ₹1,000

• Stamp Duty: As per the state and capital (₹1,000 – ₹5,000 approx.)
• Form Filling: Depends on the capital (for small companies, with capital up to ₹10 lakh, or even nil)

2. Digital Signature Certificate (DSC)

Each proposed director requires a DSC

• Cost of a DSC: ₹1,000 – ₹2,000
• Total depends on the number of directors

3. Professional Fees (Optional)

• People who hire CS/CA/Lawyers have to spend up to ₹3,000 – ₹8,000 depending on the service.

4. Other Optional Costs

• GST Registration (usually included in professional service)
• Trademark Registration: ₹4,500 – ₹9,000

Type of Business	Total Cost (Approx.)
Self-Registered	₹4,000 – ₹6,000
With Professional Help	₹8,000 – ₹15,000

 Tip: There are many online platforms that offer company registration packages starting at ₹5,999 (including DSC, DIN, name approval, and PAN/TAN).

Timeline for Registering a Private Limited Company

The timeline for registering a private limited company in India has improved tremendously thanks to the incorporation process now being digitized. If you have submitted all of the documents as required and there are no errors or objections from the RoC, you should be able to complete the entire process in anywhere from 7 to 10 working days. The first step generally is to obtain a Digital Signature Certificate (DSC) for all directors, which typically take about 1–2 days. You apply for a Director Identification Number (DIN) at the same time as the incorporation of the company using the SPICe+ form. RoC generally takes about 1–2 working days to approve this application once it is put directly from the same documents attached to it.

The name approval under SPICe+ Part A generally takes about 2–3 days from the time it was submitted although if there are no other names with a similarity, it may be approved faster. Once you are notified that the name has been approved, you can proceed to file with the remaining forms and most likely obtain your Certificate of Incorporation (COI) in another 3-5 working days. Note, however, the timeframe can take longer when RoC notes mismatched documents or eligibility criteria in the incorporation application. So once again, if all the documents are in order and application is properly filed with RoC, you should be able to get your company started up and running in less than seven days or if there is no delays or complications, 7 – 10 works days.

FAQs on Register a Private Limited Company in India