Quick Answer
A private limited company under Section 2(68) of the Companies Act, 2013 is registered entirely online through the MCA’s integrated SPICe+ (INC-32) web form. You need a minimum of two directors and two shareholders (at least one director resident in India), a DIN and Class 3 DSC for each director, and a registered office. The process runs in two parts — SPICe+ Part A for name reservation and Part B for incorporation, bundled with e-MoA (INC-33), e-AoA (INC-34) and AGILE-PRO-S (INC-35) which delivers PAN, TAN, EPFO, ESIC, professional-tax and a bank account in one go. With clean documents, incorporation takes 7–12 working days and costs roughly ₹8,000–₹20,000 all-in (the SPICe+ form fee is nil up to ₹15 lakh authorised capital). After the Certificate of Incorporation you must file INC-20A within 180 days, appoint the first auditor within 30 days (ADT-1), and issue share certificates within 60 days.
Last Updated: 14 August 2026 | Applies To: New private limited company incorporations in India under the Companies Act, 2013 and Companies (Incorporation) Rules, 2014, with tax obligations under the Income-tax Act, 2025 (in force from 1 April 2026 for tax year 2026-27) | Reference: Section 2(68) & Section 7, Companies Act, 2013; SPICe+ (INC-32); AGILE-PRO-S (INC-35); FEMA, 1999 read with the NDI Rules, 2019
This guide is written for founders, first-time entrepreneurs, startup teams raising equity, professionals converting from proprietorship, and foreign promoters setting up an Indian subsidiary. A private limited company is by far the most common vehicle for a business that intends to raise external capital, on-board co-founders, hire at scale, or build institutional credibility — but the registration and, more importantly, the post-incorporation compliance that follows are where most founders stumble. Since the roll-out of SPICe+ and AGILE-PRO-S, incorporation is a single integrated online journey that also fetches PAN, TAN, GST (optional), EPFO, ESIC, professional tax and a corporate bank account. Yet a company is not truly “live” on the day the Certificate of Incorporation arrives — it becomes compliant only after INC-20A, the first auditor appointment, share certificates, the registered-office confirmation and the annual filing cycle are in place. This article walks through everything, in order: what a Pvt Ltd is and how it compares to an LLP, OPC and partnership; the exact requirements; the SPICe+ process step by step; the documents checklist; a full breakdown of government fees and stamp duty by authorised capital; a worked cost example; post-incorporation and annual compliance; name rules; the special rules for foreign shareholders and directors; and the common reasons applications are rejected — all accurate for India as of August 2026.
Definition — Private Limited Company [Section 2(68)]: A private company is a company which, by its articles, restricts the right to transfer its shares, limits the number of its members to 200 (excluding present and past employee-members), and prohibits any invitation to the public to subscribe to its securities. It is a separate legal person distinct from its shareholders, with limited liability (a member’s liability is capped at the unpaid amount on the shares held), perpetual succession, and the ability to own property, sue and be sued in its own name. There is no minimum paid-up capital requirement since the Companies (Amendment) Act, 2015.
Featured Answer — What do I actually need to start a private limited company in India?
At minimum: two directors (one resident in India for at least 182 days in the previous financial year), two shareholders (who can be the same two people), a DIN and Class 3 Digital Signature Certificate for each director, a unique company name approved through SPICe+ Part A / RUN, and a registered office address in India with proof (utility bill not older than two months plus an NOC or rent agreement from the owner). You do not need capital in a bank account before incorporation — subscribers merely undertake to pay for their shares, and the paid-up capital is brought in and declared within 180 days through Form INC-20A. Everything is filed online with the Central Registration Centre; no physical presence at the ROC is required.
A private limited company is a body corporate incorporated under the Companies Act, 2013 and registered with the Registrar of Companies (ROC) through the Ministry of Corporate Affairs (MCA). It is the workhorse structure of Indian entrepreneurship because it combines three attributes that no proprietorship or partnership can offer together:
The trade-off is compliance: a Pvt Ltd carries a statutory audit regardless of turnover, board and general meetings, and annual ROC and tax filings. For a serious, growth-oriented venture this discipline is a feature, not a bug — it produces the audited financials and clean cap table that funding and acquisitions require.
Choosing the wrong structure at the outset is expensive to unwind. The table below compares the four common options as they stand in 2026:
| Feature | Private Limited | LLP | OPC | Partnership |
|---|---|---|---|---|
| Minimum owners | 2 shareholders, 2 directors | 2 partners | 1 member, 1 nominee | 2 partners |
| Liability | Limited | Limited | Limited | Unlimited |
| Raise equity / VC funding | Yes — preferred | Difficult | No | No |
| Statutory audit | Always mandatory | Turnover > ₹40 lakh or capital > ₹25 lakh | Always mandatory | Tax audit only if applicable |
| Compliance load | High | Moderate | Moderate | Low |
| Income-tax rate (base) | 22%/25% (or 15% new mfg) | 30% | 22%/25% | 30% |
| Best for | Startups, scale, fundraising | Services, professionals | Solo founders | Small local trades |
For a fuller treatment see our dedicated comparison of Pvt Ltd vs LLP vs OPC, the One Person Company guide, and the LLP registration guide. In short: choose a private limited company if you will raise external equity, grant ESOPs, or want maximum credibility; an LLP if you are a professional-services or bootstrapped venture that wants limited liability with lighter compliance.
The statutory minimums for a private limited company are modest, but each has nuances that trip up applicants:
SPICe+ (Simplified Proforma for Incorporating a Company Electronically Plus), form INC-32, is a single web-based application with two parts and several linked forms. Here is the sequence:
One form, many registrations: because SPICe+ bundles DIN, name, incorporation, PAN, TAN, EPFO, ESIC, professional tax, GST and a bank account, a founder who prepares documents well can walk out with a fully “switch-on-ready” company — incorporated, PAN/TAN-carrying, bank-account-linked — in a single filing cycle.
Name rejection is the single most common cause of delay. A proposed name must comply with the Companies (Incorporation) Rules, 2014 and the MCA’s naming guidelines:
You can check availability before filing at the MCA portal and via a registration-cost and process resource. It is wise to run a trademark search too — a company name approval does not grant trademark rights, so consider a parallel trademark registration for your brand.
Gather the following before you begin; incomplete or mismatched documents are the second-biggest cause of resubmission:
| For | Documents required |
|---|---|
| Indian directors & shareholders | PAN (mandatory), Aadhaar, passport/voter ID/driving licence, latest bank statement or utility bill (not older than 2 months), passport-size photo, email & mobile |
| Foreign directors/shareholders | Passport (mandatory), address proof — all documents notarised and apostilled (or consularised for non-Hague countries) |
| Registered office | Latest utility bill (electricity/water/gas, < 2 months), NOC from the owner, and rent/lease agreement if rented |
| Corporate shareholder | Board resolution to subscribe, certificate of incorporation, and authorised signatory KYC |
All subscribers and directors also need a Class 3 DSC. Where the MoA/AoA are filed as e-MoA/e-AoA, no physical stamping is needed; the stamp duty is paid electronically within SPICe+.
Since the MCA rationalised fees, the SPICe+ form (INC-32) fee is nil for companies with authorised capital up to ₹15 lakh. The material government cost is stamp duty, which varies by state and by authorised capital. Illustrative combined government charges (stamp duty on MoA + AoA + INC-32; representative — verify for your state):
| Authorised capital | SPICe+ form fee | Indicative stamp duty (state-dependent) |
|---|---|---|
| Up to ₹1,00,000 | Nil | ₹500 – ₹2,500 |
| ₹1,00,001 – ₹5,00,000 | Nil | ₹1,000 – ₹5,000 |
| ₹5,00,001 – ₹10,00,000 | Nil | ₹2,000 – ₹8,000 |
| ₹10,00,001 – ₹15,00,000 | Nil | ₹3,000 – ₹12,000 |
| Above ₹15,00,000 | ₹500 base + slab-based fee | Rises with capital (varies by state) |
Stamp duty is highest in states such as Kerala, Madhya Pradesh and Punjab and lower in others; PAN and TAN are issued free within SPICe+. DIN is applied for within the form and carries a nominal charge. DSC issuance is a private cost of roughly ₹1,500–₹2,500 per person.
Don’t over-capitalise on paper: stamp duty is levied on authorised capital, not what you actually invest. Founders sometimes declare ₹1 crore authorised capital “to look big” and pay avoidable stamp duty. Start with authorised capital matched to near-term needs; you can increase it later by an ordinary resolution and Form SH-7.
Beyond government charges, a CA/CS firm typically charges a professional fee for drafting the MoA/AoA, preparing declarations (INC-9), filing SPICe+, AGILE-PRO-S and the e-MoA/e-AoA, and handling name approval. Market professional fees for a standard two-director Pvt Ltd range from ₹5,000 to ₹15,000, higher for foreign-promoter structures needing apostilled documents and FEMA advice. A realistic all-in budget for a domestic Pvt Ltd with ₹1–10 lakh authorised capital is ₹8,000–₹20,000, inclusive of DSCs, stamp duty and professional fees. See our company registration cost guide for a state-wise breakdown, or explore our packages and pricing.
The Certificate of Incorporation is the starting line, not the finish. A newly-incorporated Pvt Ltd must complete the following, on strict clocks:
| Task | Form | Deadline from incorporation |
|---|---|---|
| First board meeting | Minutes | Within 30 days |
| Appoint first auditor | ADT-1 | Within 30 days (by the Board) |
| Open bank account & deposit capital | — | Before INC-20A |
| Issue share certificates | SH-1 | Within 60 days |
| Confirm registered office (if not in SPICe+) | INC-22 | Within 30 days |
| Declaration of commencement of business | INC-20A | Within 180 days |
INC-20A deserves special attention: every company with share capital incorporated on or after 2 November 2018 must file this declaration within 180 days, confirming that each subscriber has paid the value of the shares agreed to be taken. Until filed, the company cannot commence business or borrow. Non-filing attracts a penalty of ₹50,000 on the company and ₹1,000 per day on each officer in default, and empowers the ROC to strike the company off. See our detailed guides on the INC-20A commencement filing and the broader post-incorporation compliance checklist. Also draft your foundational documents carefully — the MoA and AoA govern the company’s objects and internal rules.
Every private limited company, active or dormant, must complete a fixed annual cycle regardless of turnover or profit:
Our end-to-end annual ROC filing guide (AOC-4 & MGT-7) covers the mechanics, attachments and penalties in detail. Late ROC filing attracts an additional fee of ₹100 per day per form with no cap, so the annual calendar must be managed proactively.
India permits 100% foreign ownership of a private limited company under the automatic route in most sectors, subject to the FDI policy, FEMA, 1999 and the Non-Debt Instruments (NDI) Rules, 2019. Key points for a foreign-promoter (subsidiary) incorporation:
SPICe+ resubmissions and rejections cost days. The recurring causes:
Pro tip: most rejections are avoidable with a 30-minute pre-filing checklist — verify name uniqueness against MCA and trademark databases, confirm the utility bill date, cross-check every director’s name/DOB across PAN, Aadhaar and DSC, and ensure object clauses match the name and activity code.
TechNova Private Limited — two Indian founders, both directors and shareholders, authorised capital ₹5,00,000, registered office in Chennai (rented):
• DSCs (Class 3, 2 persons): ₹2,000 × 2 = ₹4,000
• SPICe+ form fee (capital ₹5 lakh): Nil
• Stamp duty (Tamil Nadu, indicative): ₹2,500
• PAN + TAN: Nil (issued within SPICe+)
• Professional fee (drafting + filing): ₹8,000
Total to incorporate ≈ ₹14,500. Timeline with clean documents: name approved in 2 days, COI in ~8 working days. Within 60 days: issue share certificates; within 180 days: deposit ₹1,00,000 paid-up capital and file INC-20A; appoint the first auditor within 30 days via ADT-1.
GlobalEdge India Private Limited — wholly-owned subsidiary of a US parent, one US individual director + one Indian resident director, authorised capital ₹10,00,000:
• DSCs (2 directors, incl. foreign): ₹5,000
• Apostille of US director’s passport & address proof: ₹12,000–₹20,000 (agent + notarisation)
• Stamp duty (capital ₹10 lakh): ₹5,000 (indicative)
• Professional fee (incorporation + FEMA advisory): ₹25,000
Total ≈ ₹47,000–₹55,000. After the parent remits subscription money and shares are allotted, file Form FC-GPR with the RBI within 30 days, supported by a registered-valuer valuation establishing the issue price is at or above fair value. Timeline: 2–3 weeks, driven mainly by apostille turnaround.
CA V. Viswanathan: In fourteen years of incorporating companies I have learned that the day the Certificate of Incorporation arrives is the most dangerous day for a founder — because it feels like the finish, when it is really the start of a 180-day clock. The two mistakes I see again and again are not paying the subscribed capital and filing INC-20A on time, and forgetting to appoint the first auditor within 30 days. Both are silent failures: nothing bounces, no email arrives, and then a strike-off notice or a ₹1,000-per-day penalty surfaces months later. My rule with every new client is that we calendar the four early deadlines — ADT-1 (30 days), share certificates (60 days), and INC-20A with capital deposit (180 days) — on the very day the COI is generated. Second, on structure: do not incorporate a private limited company out of vanity. If you are a two-partner consultancy that will never raise equity, an LLP will cost you far less in annual audit and compliance. But if you intend to raise even angel money, grant ESOPs, or sell the business one day, incorporate as Pvt Ltd from day one — converting later is slower and costlier than starting right. Third, keep authorised capital modest; stamp duty is paid on the authorised figure, not what you invest, and increasing it later is a five-minute SH-7 filing. Finally, for foreign-promoter structures, get the FEMA side right from the outset — the FC-GPR filing and a defensible valuation are non-negotiable, and cleaning up a mispriced or unreported allotment through compounding is far more expensive than doing it correctly the first time.
How long does it take to register a private limited company in India in 2026?
With clean, ready documents a private limited company is typically incorporated in 7 to 12 working days. Name approval under SPICe+ Part A takes 1 to 3 days, digital signatures 1 to 2 days, and the integrated SPICe+ Part B, AGILE-PRO-S and e-MoA/e-AoA filing is processed by the Central Registration Centre in 3 to 7 working days, after which the Certificate of Incorporation with PAN and TAN is issued. Foreign directors requiring apostilled documents add a week or more. Our firm provides private limited company registration, from name approval and DSC to the certificate of incorporation.
What is the minimum requirement to start a private limited company?
A private limited company needs a minimum of two directors and two shareholders (an individual can be both a director and a shareholder). At least one director must be resident in India — present in India for 182 days or more in the previous financial year. Each director needs a Director Identification Number and a Class 3 Digital Signature Certificate. There is no minimum paid-up capital under the Companies Act 2013; you also need a registered office address in India with proof.
What government fees apply to private limited company registration?
The MCA has abolished the SPICe+ incorporation form fee for companies with authorised capital up to Rs 15 lakh. The main government costs are stamp duty on the MoA, AoA and Form INC-32, which varies by state and authorised capital, plus DIN and name reservation charges and DSC issuance fees of roughly Rs 1,500 to Rs 2,500 per person. Including professional fees, a typical Pvt Ltd incorporation costs about Rs 8,000 to Rs 20,000 depending on state and capital.
What is INC-20A and why is it important?
Form INC-20A is the declaration for commencement of business. Every company incorporated on or after 2 November 2018 with share capital must file INC-20A within 180 days of incorporation, confirming that every subscriber has paid the value of shares agreed to be taken. Until it is filed the company cannot commence business or borrow. Failure attracts a penalty of Rs 50,000 on the company and Rs 1,000 per day on each director, and the Registrar can strike off the company.
What are the annual compliance requirements after incorporation?
A private limited company must appoint its first auditor within 30 days (Form ADT-1), hold board meetings and an AGM, file financial statements in Form AOC-4 within 30 days of the AGM, file the annual return in Form MGT-7A within 60 days of the AGM, complete director DIR-3 KYC annually by 30 September, and file the company income-tax return. Statutory audit is mandatory regardless of turnover.
Is there a minimum capital required to register a Pvt Ltd company?
No. Since the Companies (Amendment) Act, 2015 there is no minimum paid-up capital requirement. You can incorporate with paid-up capital as low as Rs 10,000, and even that is only brought in and declared within 180 days via INC-20A. Authorised capital is set to suit your near-term needs and can be increased later through Form SH-7 by an ordinary resolution.
Can one person register a private limited company?
A private limited company always needs at least two shareholders and two directors, so a single individual cannot own it alone. A solo founder should either bring in a second co-founder/nominee shareholder or register a One Person Company (OPC), which allows a single member with one nominee. An OPC can later be converted into a private limited company as the business grows.
What is SPICe+ and what does AGILE-PRO-S do?
SPICe+ (INC-32) is the MCA's integrated incorporation web form — Part A reserves the name and Part B incorporates the company, applying for DIN, PAN and TAN. AGILE-PRO-S (INC-35) is a linked form that simultaneously applies for EPFO and ESIC registration (mandatory), professional tax (in applicable states), optional GST registration, and a company bank account, so a founder can obtain almost all registrations in a single filing.
Can a residential address be used as the registered office?
Yes. A private limited company can use a residential or commercial address as its registered office. You need a recent utility bill (not older than two months), a no-objection certificate from the owner, and a rent or lease agreement if the premises are rented. The registered office must be capable of receiving official communications and is where statutory records are kept.
When must the first auditor be appointed?
The Board of Directors must appoint the first statutory auditor within 30 days of incorporation and intimate the ROC in Form ADT-1. If the Board fails to do so, the members must appoint the auditor within 90 days at an extraordinary general meeting. The first auditor holds office until the conclusion of the first AGM. Statutory audit applies to every company irrespective of turnover.
Can foreigners or NRIs own an Indian private limited company?
Yes. Up to 100% foreign ownership is permitted under the automatic route in most sectors, subject to the FDI policy, FEMA 1999 and the NDI Rules 2019. At least one director must be resident in India. Foreign directors' and shareholders' documents must be notarised and apostilled or consularised, and the inflow on allotment of shares must be reported to the RBI in Form FC-GPR within 30 days, supported by a valuation establishing a fair issue price.
What happens if I miss annual ROC filings?
Late filing of AOC-4 or MGT-7A attracts an additional fee of Rs 100 per day per form with no upper cap, and persistent default can disqualify directors and lead to the company being struck off. Directors of a company that has not filed financial statements or annual returns for three consecutive years can be disqualified for five years. Timely compliance is far cheaper than remediation.
What is the difference between authorised and paid-up capital?
Authorised capital is the maximum amount of share capital a company is permitted to issue, as stated in its MoA; stamp duty at incorporation is levied on this figure. Paid-up capital is the amount actually subscribed and paid by shareholders. Paid-up capital can never exceed authorised capital, but it can be much lower. You can raise authorised capital later by amending the MoA through Form SH-7.
Do I need GST registration when I incorporate?
Not necessarily at incorporation. GST registration can be applied for optionally through AGILE-PRO-S during incorporation, or separately once you cross the turnover threshold (Rs 40 lakh for goods, Rs 20 lakh for services in most states) or make inter-state supplies. Many founders opt in early to claim input tax credit and appear GST-ready to B2B customers. It is a business decision rather than an incorporation prerequisite.
Can I convert a private limited company into another structure later?
Yes. A private limited company can be converted into a public limited company as it grows, or an OPC/LLP can be converted into a private limited company. Conversions involve members' resolutions, ROC filings and, in some cases, creditor or regulatory consents. Because conversion is slower and costlier than choosing correctly at the start, align the initial structure with your funding and growth plans.
Ready to register your private limited company, or need help with INC-20A, the first auditor appointment, or annual ROC filings? Virtual Auditor handles end-to-end incorporation — name approval, SPICe+ and AGILE-PRO-S filing, e-MoA/e-AoA drafting, DSCs, and the full post-incorporation compliance calendar, including foreign-subsidiary structures with FEMA and FC-GPR reporting. Call +91 99622 60333 or email support@virtualauditor.in — get it right the first time and never miss a statutory deadline.
With clean, ready documents a private limited company is typically incorporated in 7 to 12 working days. Name approval under SPICe+ Part A takes 1 to 3 days, digital signatures 1 to 2 days, and the integrated SPICe+ Part B, AGILE-PRO-S and e-MoA/e-AoA filing is processed by the Central Registration Centre in 3 to 7 working days, after which the Certificate of Incorporation with PAN and TAN is issued. Foreign directors requiring apostilled documents add a week or more.
A private limited company needs a minimum of two directors and two shareholders (an individual can be both a director and a shareholder). At least one director must be resident in India — present in India for 182 days or more in the previous financial year. Each director needs a Director Identification Number and a Class 3 Digital Signature Certificate. There is no minimum paid-up capital under the Companies Act 2013; you also need a registered office address in India with proof.
The MCA has abolished the SPICe+ incorporation form fee for companies with authorised capital up to Rs 15 lakh. The main government costs are stamp duty on the MoA, AoA and Form INC-32, which varies by state and authorised capital, plus DIN and name reservation charges and DSC issuance fees of roughly Rs 1,500 to Rs 2,500 per person. Including professional fees, a typical Pvt Ltd incorporation costs about Rs 8,000 to Rs 20,000 depending on state and capital.
Form INC-20A is the declaration for commencement of business. Every company incorporated on or after 2 November 2018 with share capital must file INC-20A within 180 days of incorporation, confirming that every subscriber has paid the value of shares agreed to be taken. Until it is filed the company cannot commence business or borrow. Failure attracts a penalty of Rs 50,000 on the company and Rs 1,000 per day on each director, and the Registrar can strike off the company.
A private limited company must appoint its first auditor within 30 days (Form ADT-1), hold board meetings and an AGM, file financial statements in Form AOC-4 within 30 days of the AGM, file the annual return in Form MGT-7A within 60 days of the AGM, complete director DIR-3 KYC annually by 30 September, and file the company income-tax return. Statutory audit is mandatory regardless of turnover.