Private Limited Company Registration — Cap-Table & FEMA-Ready Incorporation

How does cap-table and FEMA-ready incorporation work?

Cap-Table & FEMA-Ready Incorporation starts with ownership design, not just a certificate. Record each founder's subscription, share class, paid-up capital and voting rights before drafting the memorandum and articles. Model the proposed ESOP pool and next funding round on a fully diluted basis, distinguishing an authorised pool from options actually granted. Agree how founder vesting, transfer restrictions and investor consent rights will be documented; the articles and shareholders' agreement must not contradict each other.

What should founders decide before filing SPICe+?

Prepare an opening cap table showing the subscribers, number of shares, face value, consideration and percentage ownership. Separate authorised capital from issued and paid-up capital. Match the objects clause to the intended business and licences. Use the current MCA SPICe+ Part A name-reservation and Part B incorporation workflow with the applicable linked forms. RUN is not the name-reservation route for incorporating a new company through SPICe+. INC-32 is the form identifier associated with SPICe+; it is not, by itself, evidence that the current integrated process is obsolete.

How is a foreign investment assessed before incorporation?

Identify the investor's residence, citizenship, beneficial ownership, proposed sector and funding instrument. Check the automatic or government route, sectoral caps and applicable investment restrictions before accepting subscription money. FEMA-ready means preparing a compliance plan, not promising RBI approval. Foreign investment on a repatriation basis requires its own pricing, banking and reporting assessment; an ordinary domestic incorporation package does not automatically complete those obligations.

What is included in the post-incorporation handover?

Reconcile the incorporation documents to the opening cap table and actual receipts. Keep the subscription evidence, statutory registers, share certificates, board approvals and a calendar of company-law and tax obligations. For a foreign subscriber, agree responsibility for remittance evidence, valuation where required, allotment and FC-GPR reporting with the authorised dealer bank. Future funding rounds need a fresh assessment; incorporation does not pre-approve later securities issues.

Official sources: https://www.mca.gov.in/content/mca/global/en/acts-rules/companies-act.html

Last updated: 17 Oct 2026

What is private limited company registration? A Private Limited Company is the most preferred business structure for startups in India, registered under the Companies Act, 2013. It provides limited liability protection, separate legal entity status, perpetual succession, and the ability to raise equity funding from angel investors and VCs. Registration is done through the MCA portal using the integrated SPICe+ form (INC-32). Virtual Auditor handles the complete process from name approval to certificate of incorporation, with ongoing compliance support that aggregators don't provide — annual filings, statutory audit, tax compliance, and when you raise funding, FEMA/FDI compliance and share valuation by IBBI Registered Valuer. Quick Answer: Private Limited Company Registration — Private limited company registration online. ₹8,999 professional fees. Government fees and stamp duty are extra. DSC, DIN, name approval, SPICe+, MOA/AOA, PAN/TAN. 5-15 working days. Post-incorporation compliance by CA firm.

Private Limited Company Registration is a service offered by Virtual Auditor, an AI-powered CA and IBBI Registered Valuer firm (IBBI/RV/03/2019/12333) led by CA V. Viswanathan (FCA, ACS, CFE, IBBI RV), specialising in company registration under the Companies Act, 2013, from offices in Chennai, Bangalore, and Mumbai since 2012.

Source: Companies Act 2013, Companies (Incorporation) Rules 2014, MCA Circulars Official References: MCA Filing Portal ↗ · SPICe+ Form ↗

Company Incorporation in India — The Bigger Picture

Before choosing a Private Limited Company, it helps to see where it sits among the options. Registering a business in India means selecting a legal structure and then, for corporate structures, incorporating it with the Ministry of Corporate Affairs (MCA) under the Companies Act, 2013 or the LLP Act, 2008. The main entity choices are: a Private Limited Company, a One Person Company (OPC) for a single founder, a Limited Liability Partnership (LLP) for professional and partner-run firms, a Section 8 Company for non-profits, a Nidhi Company, a traditional Partnership Firm, and a Sole Proprietorship. Only the corporate forms — Private Limited, OPC, LLP, Section 8, Nidhi — are incorporated with the MCA and receive a Certificate of Incorporation with a Corporate Identity Number (CIN) or LLP Identification Number (LLPIN); a proprietorship or unregistered partnership is not incorporated at MCA at all and instead relies on registrations such as GST, MSME/Udyam, or a trade licence.

Incorporation itself is a national, fully online process, not a state-by-state one. Companies are incorporated through the MCA portal (mca.gov.in) using the SPICe+ (INC-32) integrated web form, filed with and processed by the Central Registration Centre (CRC), with the company then falling under the Registrar of Companies (RoC) for the state of its registered office. In broad terms, incorporating a company involves: obtaining a Digital Signature Certificate (DSC) for the proposed directors, applying for a Director Identification Number (DIN), reserving a name (SPICe+ Part A), drafting the constitutional documents (Memorandum and Articles of Association, or an LLP Agreement for an LLP), and filing SPICe+ Part B with the linked forms — which also allots PAN and TAN and can trigger GST, EPFO, ESIC, and professional-tax registrations in one application. LLPs follow a parallel route (FiLLiP form) under the LLP Act, 2008. The choice of structure drives everything downstream — minimum members, liability, the ability to raise equity, and the ongoing compliance load — so it is worth settling before you file.

Regulatory Framework

Private Limited Company registration in India is governed by the Companies Act, 2013, administered by the Ministry of Corporate Affairs (MCA). The incorporation process uses the SPICe+ (Simplified Proforma for Incorporating Company Electronically Plus) form, which integrates multiple services: name reservation, incorporation, PAN/TAN allotment, GSTIN application, EPFO registration, ESIC registration, and professional tax registration (in applicable states) — all in a single application.

Minimum Requirements

Regulatory basis: Sections 3-7, Companies Act 2013 read with Companies (Incorporation) Rules, 2014. Minimum 2 directors (at least 1 Indian resident), minimum 2 shareholders, no minimum paid-up capital.

Directors: Minimum 2, maximum 15. At least 1 must be an Indian resident (residency to be assessed under current section 149(3), including the newly incorporated company proviso). Each director needs a DIN and DSC. Maximum age: no upper limit. Minimum age: 18 years. Foreign nationals can be directors.

Shareholders: Minimum 2, maximum 200. Shareholders can be individuals or body corporates (other companies, LLPs, trusts). A director and shareholder can be the same person.

Registered Office: Must be in India. Can be a rented premises (require NOC from landlord) or owned property. The office must be capable of receiving correspondence — a virtual address may not suffice for all RoC offices.

Capital: No minimum paid-up capital requirement (₹1 lakh requirement removed in 2015). Stamp duty varies by state and authorised capital amount.

Registration Process (SPICe+)

Step 1: Obtain DSC (Digital Signature Certificate)

Obtain the currently accepted DSC for each required form signatory and complete the licensed issuer's identity verification. The signatories depend on the incorporation forms and roles; do not assume every proposed director signs every form. Issuance depends on verification and issuer processing, not a guaranteed same-day service.

Step 2: Reserve Company Name (SPICe+ Part A)

Submit up to 2 proposed names via SPICe+ Part A (or RUN form) for MCA approval. Name must be unique, not identical to any registered company or trademark, and comply with naming guidelines (no offensive names, no government implication without permission).

Step 3: Apply for DIN (Director Identification Number)

DIN is a unique 8-digit number issued by MCA. Applied through SPICe+ Part B. Up to 3 DINs can be applied in the SPICe+ form.

Step 4: File SPICe+ Part B (INC-32)

The integrated incorporation form. Includes: company details, registered office address, capital structure, director/shareholder details, compliance details. Attach: utility bill for address proof, NOC from premises owner, identity/address proofs of directors.

Step 5: Draft MOA (INC-33) and AOA (INC-34)

Memorandum of Association defines the company's objects (main, ancillary, other). Articles of Association define internal management rules (share transfer restrictions, board meeting procedures, dividend policy). Both filed electronically as part of SPICe+.

Step 6: PAN & TAN Allocation

Automatically allocated through SPICe+. No separate application needed. PAN is essential for opening bank accounts and filing tax returns.

Step 7: Certificate of Incorporation

MCA issues COI with unique CIN (Corporate Identity Number) upon approval. The company is legally incorporated from the date on the COI. GST, EPFO, ESIC registrations can be integrated through AGILE PRO form.

Step 8: Post-Incorporation: INC-20A & Commencement

File INC-20A (declaration of commencement of business) within 180 days. Appoint statutory auditor within 30 days (Section 139). Open bank account and deposit subscribed capital.

Documents Required

PAN Card (Directors & Shareholders) Aadhaar Card Passport (for foreign directors) Address Proof (bank statement/utility bill) Passport Size Photo Rental Agreement (for office) NOC from Landlord Electricity Bill of Premises Partnership Deed (if converting)

Pvt Ltd vs LLP vs OPC — Which to Choose?

Feature	Private Limited	LLP	OPC
Minimum Members	2 directors + 2 shareholders	2 designated partners	1 director + 1 nominee
Limited Liability	Yes	Yes	Yes
Equity Funding	Yes — can issue shares to VCs/angels	No — cannot issue equity	No mandatory conversion on crossing paid-up capital or turnover limits since 1 April 2021 (Companies (Incorporation) Second Amendment Rules, 2021).
Statutory Audit	Mandatory	Only if turnover >₹40L or capital >₹25L	Mandatory
Board Meetings	4/year minimum	Not required	2/year minimum
AGM	Required	Not required	Not required (1 member)
Annual Filings	AOC-4, MGT-7, ITR	Form 8, Form 11, ITR	AOC-4, MGT-7, ITR
Best For	Fundable startups	Professional practices, bootstrapped businesses	Solo entrepreneurs
Starting Fee	₹8,999 professional fees. Government fees and stamp duty are extra.	₹7,999 (professional fees only; government fees and stamp duty extra)	₹8,999 professional fees. Government fees and stamp duty are extra.

OPC conversion is not triggered by a ₹2 crore turnover threshold. See MCA’s OPC FAQ, question 3.

Indicative Fee Structure

Pvt Ltd Registration (Professional Fees)

₹8,999 professional fees. Government fees and stamp duty are extra.

Including: DSC (2), DIN (2), Name, SPICe+, MOA/AOA, PAN/TAN

Included

Government Fees (stamp duty varies by state)

Charged at actuals — extra

Post-Registration: Auditor Appointment + INC-20A

Starts from ₹2,999 + govt fees

*Prices are indicative. Actual fees depend on complexity, capital structure, and regulatory requirements. Contact us for a detailed quote.

Post-Registration: The First 90 Days Checklist

Most aggregators deliver the Certificate of Incorporation and disappear. Here's what actually needs to happen in the first 90 days:

Within 30 days: Appoint statutory auditor (Section 139 — Board resolution + Form ADT-1 filing). Open current bank account (present COI, MOA, AOA, PAN). Apply for GST registration (if applicable). Apply for Professional Tax registration (employer, if applicable).

Within 60 days: Issue share certificates to subscribers (Section 56). Set up statutory registers (Register of Members, Register of Directors, Register of Charges). Check the separate first-board-meeting deadline; it must not be inferred from the share-certificate deadline. Decide financial year and accounting software.

Within 180 days: File INC-20A (Declaration of Commencement of Business). This requires: bank statement showing receipt of subscription money, statutory auditor appointment, and declaration that every subscriber has paid the value of shares. Failure to file INC-20A within 180 days: company cannot commence business, and ROC can initiate strike-off proceedings.

Ongoing: Minimum 4 board meetings per year (gap between two meetings: not more than 120 days). First AGM within 9 months of year-end. Annual ROC filings (AOC-4 within 30 days of AGM, MGT-7 within 60 days of AGM). TDS return filing (if TAN obtained). GST return filing (if registered).

Virtual Auditor handles every step — from auditor appointment to the first annual filing. Our compliance calendar tracks every deadline and sends proactive reminders.

Expert Guides & Research

Deepen your understanding with our published research and practical guides:

Corporate Governance Checklist for Series A Startups — Read at https://virtualauditor.in/learn/corporate-governance-checklist-series-a-startup/

When Is Private Limited Company Registration Not Required?

Private limited company registration may not be required when: (a) you are operating as a sole proprietor with no need for limited liability or corporate structure, (b) an LLP would be more suitable given lower compliance requirements, (c) the business is a very small operation below Rs 40 lakhs turnover with no external investors, or (d) you plan to join an existing company rather than forming a new one. However, Pvt Ltd is the preferred structure for any business seeking investor funding, limited liability, or perpetual succession.

If you are unsure whether your situation requires private limited company registration, contact us for a free preliminary assessment. We will advise you honestly — including telling you if you do not need our services.

Frequently Asked Questions

How much does Pvt Ltd registration cost?

₹8,999 professional fees. Government fees and stamp duty are extra. Covers DSC for two directors, DIN, name approval, SPICe+ filing, MOA/AOA and PAN/TAN preparation.

How many days does registration take?

5-15 working days from document submission. Depends on MCA processing time and name availability. Express processing not available (MCA timelines are government-controlled).

Can NRIs/foreigners be directors?

Yes. Foreign nationals can be directors. At least 1 must be Indian resident (182+ days in India). Foreign directors need DSC, DIN, passport, and apostilled address proof.

What compliance is needed after registration?

INC-20A (commencement) within 180 days, auditor appointment within 30 days, annual ROC filings (AOC-4, MGT-7), minimum 4 board meetings/year, AGM within 6 months of year-end, and ongoing tax compliance (ITR, TDS, GST if applicable).

Why register through a CA firm instead of an aggregator?

ClearTax and Vakilsearch register and disappear. Virtual Auditor continues: annual compliance, statutory audit, tax planning, FEMA/FDI compliance when you raise funding, and share valuation by IBBI Registered Valuer. One firm for the entire lifecycle.

Can I convert my proprietorship/partnership to Pvt Ltd?

Yes. Proprietorship to Pvt Ltd: incorporate new company, transfer assets/liabilities. Partnership to Pvt Ltd: Section 366 of Companies Act (conversion route). LLP to Pvt Ltd: also under Section 366. We handle all conversion types.

What are the entity options for incorporating a company in India?

Registering a business in India starts with choosing a structure. The corporate forms incorporated with the MCA under the Companies Act, 2013 or the LLP Act, 2008 are: Private Limited Company, One Person Company (OPC), Limited Liability Partnership (LLP), Section 8 Company (non-profit), and Nidhi Company. A traditional Partnership Firm and a Sole Proprietorship are not incorporated at MCA and rely instead on registrations such as GST, MSME/Udyam, or a trade licence. Incorporation is a national, online process via the MCA portal (mca.gov.in) — SPICe+ (INC-32) for companies and FiLLiP for LLPs — processed by the Central Registration Centre, with the company then under the Registrar of Companies for the state of its registered office.

Which business structure fits my founders, funding plans and liability needs?

It depends on who will own the business and how it will be funded. A private limited company suits founders who plan to raise equity or offer ESOPs: it needs at least two directors and two shareholders, and liability is limited to the share capital. An LLP suits partners who will fund the business themselves: it cannot issue shares to investors or ESOPs. A One Person Company suits a single founder who is an Indian citizen resident in India, and can later convert into a private or public company. A sole proprietorship has no separate legal identity, so the owner’s liability is unlimited. After incorporation, a company must hold its first board meeting within 30 days (section 173), issue share certificates within two months (section 56(4)) and file the commencement declaration INC-20A within 180 days. We confirm the fit and quote the full cost, including government fees and stamp duty, before filing.

Available Across India

Pvt Ltd Registration in every state and major city. Click to view location-specific details, fees, and regulatory information.

States (28)

Union Territories (8)

Andaman & Nicobar Chandigarh Dadra & Nagar Haveli and Daman & Diu Delhi Jammu & Kashmir Ladakh Lakshadweep Puducherry

Cities (50)

Applicable law and source notes

Incorporation requirements depend on the company and signatory roles. Confirm the current statutory residency and meeting requirements and MCA form instructions before filing. Professional preparation times are not MCA or DSC approval guarantees.

Official source 1

What has changed in the law — reviewed October 2026

Income-tax Act, 2025: assented to on 21 August 2025 and in force from 1 April 2026, it replaces the Income-tax Act, 1961 for tax year 2026-27 onward, and the Income-tax Rules, 2026 (notified 20 March 2026) replace the 1962 Rules. Section and rule numbers on this page are those of the 1961 Act and 1962 Rules, which continue to govern assessments, appeals and pending proceedings for assessment years up to 2026-27; for tax year 2026-27 onward the corresponding provisions of the 2025 Act apply, and our engagement letters quote both.