Private Limited Company Registration in India

A Private Limited company is the structure every serious founder ends up at. It is what venture investors will fund, what banks lend to with the least friction, what lets you issue ESOPs, and what gives your team and customers the comfort of a separate legal identity. The trade-off is real compliance — board meetings, audits, ROC filings — but for any business with growth ambition, the structure pays for itself within the first funding conversation.

Registration today runs through the MCA V3 portal using the SPICe+ web form, with Part A reserving your name and Part B doing the heavy lifting — incorporation, PAN, TAN, and an AGILE-PRO-S bundle that switches on GST, EPFO, ESIC, a bank account, and Professional Tax in the same filing. Done correctly, you walk away with a CIN, six registrations, and a clean post-incorporation calendar in 8-15 working days.

At a Glance

• Who needs it: Founders raising capital, businesses planning ESOPs, teams wanting limited liability, any venture seeking institutional credibility.
• Governing law: Companies Act 2013, Companies (Incorporation) Rules 2014, and the MCA V3 portal procedures.
• Turnaround: 8-15 working days from name reservation to certificate of incorporation, assuming clean documents.
• Minimum capital: No statutory minimum since the 2015 amendment. Most companies start with ₹1 lakh paid-up and ₹10 lakh authorised.
• Directors & members: Minimum 2 directors and 2 shareholders, maximum 200 shareholders. At least one director must be resident in India.
• Forms used: SPICe+ Part A (name), SPICe+ Part B (incorporation), AGILE-PRO-S, eMOA (INC-33), eAOA (INC-34), INC-9.
• Outputs: CIN, PAN, TAN, GSTIN (if opted), EPFO, ESIC, Professional Tax, bank account, share certificates.

What's New for FY 2026-27

Incorporation procedure has stabilised on MCA V3, but several recent shifts directly affect how you file and what you do in the first six months.

• MCA V3 portal stable: All incorporation forms now run on V3. Old V2 logins are retired; DSC must be re-registered on V3 before any filing.
• Dematerialisation mandate: Non-small private companies must dematerialise shares and issue them only in demat form, with PAS-6 reconciliation filed half-yearly.
• DPDP Act readiness: The Digital Personal Data Protection Act applies from day one if you handle personal data — privacy notice, consent flows, and grievance officer should be set up at incorporation, not later.
• AGILE-PRO-S coverage: The bundle now reliably activates GSTIN, EPFO, ESIC, bank account and Professional Tax in a single filing across most major states.
• Director KYC tightening: DIR-3 KYC is enforced more strictly; deactivated DINs delay name approvals and block subsequent filings.
• CSR threshold check: If your projected turnover or net worth crosses the Section 135 limits, the CSR committee and policy need to be in place from the first eligible year.

Why Founders Pick Private Limited

• Fundraising readiness: Every angel network, VC fund, and CCD/CCPS instrument expects a Pvt Ltd. LLPs and proprietorships are routinely rejected at term-sheet stage.
• ESOP issuance: Section 62(1)(b) gives you a clean route to issue stock options to employees, advisors, and consultants — impossible in an LLP or partnership.
• Limited liability: Shareholders are liable only up to their unpaid subscription amount. Personal assets stay protected from business creditors.
• Perpetual succession: The company survives changes in shareholders, directors, or death. Contracts, leases, and IP keep running without re-execution.
• Foreign investment: 100% FDI is allowed under the automatic route in most sectors. Foreign shareholders, FC-GPR filing, and downstream investment are all supported.
• Brand and credibility: Customers, vendors, and enterprise clients trust a Pvt Ltd. Bank loans, NBFC lines, and government tenders open up that are closed to other forms.

How It Actually Works

Incorporation is a sequence — each step depends on the last being clean. We run them in this order to avoid the rework that delays most filings.

Step 1: Structure Brief and Eligibility Check

We start with a 30-minute brief on directors, shareholders, capital structure, business activity and registered office state. This decides RoC jurisdiction, stamp duty (which varies by state), and whether you need any sectoral licence before commencing operations.

If a foreign director or shareholder is involved, we map the FDI sector route and start the apostille / consularisation track in parallel, because that is the long pole in most foreign-founder filings.

Step 2: Class-3 DSC for Every Subscriber

Each director and subscriber needs a Class-3 Digital Signature Certificate, issued after video KYC. For Indian residents, this is a same-day process; for foreign nationals, we use apostilled passport and address proof.

Existing DSCs are checked for V3 registration and validity. An expired or unregistered DSC at the SPICe+ stage is the single most common cause of last-minute filing delays.

Step 3: Name Reservation via SPICe+ Part A

Two name options are submitted to the Central Registration Centre with object clauses and significance. We run a trademark search, an MCA name-availability check, and a phonetic similarity check before submission to keep the rejection rate low.

Once approved, the name is reserved for 20 days. If incorporation is delayed beyond this, a fresh reservation is required, so Part B is queued and ready to file the moment Part A clears.

Step 4: MOA, AOA and Stamp Duty

We draft the eMOA (INC-33) and eAOA (INC-34) tailored to your business activity, with clean main objects and standard articles that accommodate future ESOPs, preference shares and investor consents.

Stamp duty is computed against the state schedule based on authorised capital and registered office state. E-stamping happens inside SPICe+, so getting authorised capital right at this stage avoids a costly amendment later.

Step 5: SPICe+ Part B + AGILE-PRO-S Filing

Part B carries incorporation, PAN, TAN, and up to three DIN applications for new directors. Alongside, AGILE-PRO-S requests GSTIN, EPFO, ESIC, the bank account, and Professional Tax registration.

INC-9 declarations from each subscriber, the registered office proof, utility bill, NOC from the owner, and KYC bundle are attached. The package is signed using all subscriber DSCs and uploaded together.

Step 6: CIN, Bank Activation and First Filings

Once the RoC issues the Certificate of Incorporation, the CIN, PAN, and TAN arrive together. The bank account proposed in AGILE-PRO-S is activated, usually within a week of the partner bank's KYC sign-off.

Subscribers transfer their subscription amounts into the new account, share certificates are issued within 60 days with stamp duty paid, statutory registers are opened, and the post-incorporation calendar begins.

A Real Example: A Two-Founder SaaS Startup in Bengaluru

Two co-founders are launching a SaaS company. They want a clean cap table, ESOP space for early hires, and readiness for a seed round in 9-12 months. Numbers below are illustrative.

• Capital structure: Authorised capital ₹10,00,000 (1,00,000 equity shares of ₹10). Paid-up ₹1,00,000 split 50:50 between the two founders.
• Stamp duty: Karnataka schedule applied to authorised capital and the MOA / AOA — approximately ₹2,000-₹2,500 including e-stamp fees.
• Government fees: MCA filing fee on authorised capital ≈ ₹1,300, PAN/TAN bundled, AGILE-PRO-S bundled.
• Professional fee: Drafting, DSC, name reservation, SPICe+ filing — billed by us as a single engagement.
• Timeline: Day 1-2 brief and DSC; Day 3-4 name reservation; Day 5-6 MOA/AOA and stamp duty; Day 7 SPICe+ filing; Day 10-12 CIN issued.
• ESOP space: 20,000 shares left unissued in the authorised pool for a future ESOP plan without needing a fresh capital increase.

By Day 15 the founders have a CIN, an operating bank account, PAN, TAN, GST and EPFO numbers, and a ready-to-use share certificate template. Their seed-round data room starts the day the company starts.

Post-Incorporation Compliance Calendar

The CIN is the start, not the end. The first six months are the highest-risk period for missed filings, and the penalties compound quickly.

• First board meeting: Held within 30 days of incorporation. Minutes recorded, statutory registers opened, auditor appointed under Section 139(6) within the same 30 days.
• Share certificates: Issued within 60 days of allotment with stamp duty paid as per state stamp act. Demat issuance applies if the company is not a small company.
• INC-20A: Declaration of commencement of business filed within 180 days of incorporation, attaching the bank statement showing subscription receipt.
• DIR-3 KYC: Every director with a DIN must complete annual KYC by 30 September each year, regardless of activity.
• MGT-7 and AOC-4: Annual return and financial statements filed within 60 and 30 days respectively of the AGM, which itself is due within 6 months of financial year-end.
• Statutory registers: Register of members, directors, charges, and contracts maintained at the registered office and kept current for inspection.
• DPT-3 and MSME-1: Return of deposits and outstanding MSME dues filed in their respective windows if applicable.

Miss INC-20A and the company cannot commence business or borrow — plus a ₹50,000 penalty on the company and ₹1,000 per day per director.

Where It Goes Wrong

• Unsigned or stale address proof: Utility bill older than two months, or a rent agreement without owner NOC, is rejected at RoC scrutiny and triggers a resubmission cycle.
• Wrong authorised capital sizing: Setting authorised capital too low means a fresh SH-7 filing and stamp duty when you want to raise. Too high means stamp duty paid for capital you may never issue.
• Name objection: Names too close to existing companies, trademarks, or restricted words (Bank, Stock Exchange, etc.) get sent back. Two distinct, well-justified options reduce this risk.
• DIN deactivation: An existing director with a deactivated DIN due to skipped DIR-3 KYC will block name approval. KYC must be cleared first.
• Foreign director documents: Passport, address proof, and the declaration must be apostilled in a Hague-country or consularised. Notarisation alone is not accepted.
• Object clauses too narrow: Drafting objects only for today's product blocks pivots tomorrow. Properly drafted ancillary objects give you flexibility without amendments.
• Bank KYC mismatch: Director KYC submitted to the bank must match the SPICe+ filing exactly. Even a small address mismatch delays AGILE-PRO-S bank activation.
• Missed first board meeting: Skipping the 30-day first board meeting means no auditor appointed under Section 139(6), triggering compounding offences later.

What You Receive at the End

• Certificate of Incorporation with CIN
• Company PAN and TAN
• GSTIN (if opted under AGILE-PRO-S)
• EPFO and ESIC registration numbers
• Professional Tax registration (where applicable by state)
• Bank account opening reference with the partner bank
• Signed MOA and AOA in PDF, stamped and registered
• Subscriber INC-9 declarations and DIN allotment letters
• Statutory register templates and first board meeting minutes pack
• Post-incorporation compliance calendar with INC-20A, INC-22A, MGT-7 and AOC-4 due dates

How to Get Started

Share a brief on your founders, capital structure, and registered office state, along with each subscriber's PAN, Aadhaar, photo, and a recent address proof. If a foreign director is involved, send a passport scan early so we can begin the apostille track in parallel.

We come back within a working day with a structure recommendation, two suggested name options after a TM and MCA check, an authorised capital and stamp duty estimate, and a working-day timeline to certificate of incorporation. From there, every step runs on a single shared tracker until the post-incorporation calendar is live.