Private Limited Company Registration

Setting up a Private Limited Company is the default choice for a serious business in India — it gives you a separate legal identity, limited liability for shareholders, easy equity-based fundraising, and credibility with banks, vendors, and investors. The actual incorporation runs on the MCA's V3 portal through a single integrated form (SPICe+), and a clean filing gets you a Certificate of Incorporation, PAN, TAN, EPFO, ESIC, and even a bank account opening — all in 7-12 working days.

At a Glance

• Minimum people: 2 directors and 2 shareholders (one director must be a resident Indian — stayed in India 182+ days in the previous calendar year).
• Maximum shareholders: 200 (excluding employees and ex-employees holding shares).
• Minimum capital: ₹1 authorised capital, ₹1 paid-up. The old ₹1 lakh minimum was removed in 2015.
• Governing law: Companies Act, 2013 + Companies (Incorporation) Rules, 2014, both as amended through 2026.
• Filing portal: MCA V3 — SPICe+ Part A (name) and Part B (incorporation, DIN, PAN, TAN, EPFO, ESIC, optional GST and bank account).
• Turnaround: 7-12 working days from document intake to Certificate of Incorporation.
• Annual filings: AOC-4 (financials) + MGT-7 or MGT-7A (annual return) + DIR-3 KYC + DPT-3 + MSME-1 + ADT-1 + Form 20A (one-time).

What's New for FY 2026-27

Several practical changes have shifted how incorporations actually move through the MCA pipeline. None of them are headline reforms — but each one decides whether your file clears in a week or sits in resubmission for a month.

• V3 portal is stable: MCA V3 is now the only filing channel — V2 has been retired for incorporation. SPICe+ uses pre-filled data from PAN, Aadhaar (for DIN), and bank KYC, which cuts manual entry but raises mismatches that the system rejects on submission.
• DPDP Act compliance from day one: Companies handling personal data must designate a Data Protection Officer if processing crosses the significant-data-fiduciary threshold. We flag this at incorporation so the MOA's object clause covers data processing where relevant.
• Beneficial ownership at incorporation: BEN-2 filings are now checked at the incorporation stage for any shareholder holding 10% or more indirectly through a body corporate. Earlier this was a post-incorporation step; banks now ask for it at account opening.
• Mandatory dematerialisation: Private companies (other than small companies and government companies) must hold their shares only in dematerialised form. This means a depository participant setup is needed within 18 months of incorporation if you cross the small-company threshold.
• Director KYC enforcement: DIR-3 KYC is now strictly enforced — directors whose KYC lapses are flagged on the MCA portal and cannot sign any company filing until the KYC is restored, which costs a ₹5,000 penalty.

Why Most Founders Pick Pvt Ltd Over LLP or Sole Prop

• Limited liability: Your personal assets — house, car, savings — are protected if the business is sued or runs into debt. Only the money you've invested in the company is at risk.
• Investors prefer it: Angel investors, VCs, and ESOP plans all assume a Pvt Ltd structure. LLPs and partnerships cannot issue equity shares or convertible instruments cleanly.
• Easier fundraising and credit: Banks lend more easily to Pvt Ltd companies because the structure is regulated and audited. NBFC working-capital lines, term loans, and credit cards all assume a registered company.
• Perpetual existence: The company doesn't end when a shareholder dies or exits. Shares transfer, the business continues.
• Better brand perception: 'Private Limited' on your invoices, contracts, and proposals signals seriousness to enterprise customers and government tenders. Many large buyers won't onboard a sole proprietor or unregistered partnership.

How the Incorporation Actually Works

The MCA has folded most pre- and post-incorporation steps into one integrated workflow. You sign a handful of documents once, and the system does the rest. Here's what really happens between your first call with us and the Certificate of Incorporation landing in your inbox:

Step 1: Digital Signatures (DSC) for All Directors and Shareholders

Every director and shareholder needs a Class 3 DSC because the SPICe+ form is signed digitally. We arrange Aadhaar-based DSC issuance through licensed certifying authorities — typically 1-2 days for residents, 3-5 days for NRIs (who need a notarised and apostilled passport copy).

Step 2: Name Reservation Through SPICe+ Part A

You give us two name choices. We run an MCA database check, an Indian trademark search, and a domain availability check before filing. SPICe+ Part A is approved or rejected within 2 working days. Common rejection reasons: name too close to an existing company, restricted words (Bank, Finance, Insurance, India), or trademark conflict — we filter these before filing.

Step 3: Drafting MOA, AOA, and Director Documents

We draft the Memorandum of Association (object clauses tailored to your business — not generic templates), Articles of Association, and director consent and declaration forms (DIR-2, INC-9). The MOA's main object clause sets what your company is legally allowed to do; we draft it to cover both your launch business and likely adjacent activities, so you don't need to amend it within the first 2-3 years.

Step 4: SPICe+ Part B Filing

This is the master form. In one filing it applies for: incorporation, DIN for directors who don't have one, PAN, TAN, EPFO and ESIC registration, Profession Tax (in states where applicable), GST registration (optional), and a bank account with one of the partner banks. We attach the MOA, AOA, registered office proof, director KYC, and the AGILE-PRO-S section. The ROC processes the filing in 3-5 working days for clean files.

Step 5: Certificate of Incorporation Plus Allied Registrations

The ROC issues the Certificate of Incorporation (with CIN), PAN, and TAN simultaneously. EPFO and ESIC numbers are generated on the same day. The bank account is activated after a video KYC by the bank — usually within 5-7 days of the incorporation.

Step 6: First-Year Compliance Setup

Within 30 days of incorporation, we file ADT-1 (auditor appointment), MBP-1 (directors' declarations of interest), and INC-22 (registered office confirmation if not co-located). Form 20A (commencement of business) must be filed within 180 days, after the company receives its initial capital. We hand over a compliance calendar covering AOC-4, MGT-7/7A, DIR-3 KYC, DPT-3, MSME-1, and board meeting cycles for the year.

What a Typical Incorporation Looks Like (Cost Breakdown)

You're forming a 2-director, 2-shareholder Pvt Ltd in Karnataka with ₹10 lakh authorised capital. Here's where the costs actually land:

• Our professional fee: ₹6,999 — includes DSC for 2 directors, name reservation, drafting MOA/AOA, SPICe+ filing, and first-year compliance setup (ADT-1, MBP-1, Form 20A).
• Government fees and stamp duty: Approximately ₹2,500 — Karnataka stamp duty on MOA/AOA is ₹1,000 + ₹500, ROC filing fee is nil for capital up to ₹15 lakh, and PAN/TAN are free under SPICe+.
• DSC issuance charges: ₹1,500-₹2,000 for 2 Class 3 DSCs (varies by certifying authority).
• Total typical outlay: ₹11,000-₹12,000 for a 2-director Karnataka incorporation.

States with higher stamp duty (Punjab, Madhya Pradesh, Kerala) add ₹3,000-₹8,000. Authorised capital above ₹15 lakh attracts ROC filing fees on a slab basis.

What You Need to Do After Incorporation (Year One)

A Pvt Ltd is a regulated structure — incorporation is the easy part; staying compliant is what trips up most first-time founders. Year-one filings include:

• Within 30 days: ADT-1 (auditor appointment), MBP-1 (directors' interest declarations), opening bank account if not already done via SPICe+.
• Within 60 days: Issue share certificates and stamp them at the state rate (Karnataka: ₹1 per ₹1,000 of share value or part thereof). Many companies miss this and face stamp duty penalties later.
• Within 180 days: Form 20A (declaration of commencement of business) — required only after the subscribers pay in the initial capital. Without 20A, the company cannot legally borrow or commence business.
• By 30 September every year: DIR-3 KYC for every director — ₹5,000 penalty per director if missed.
• By 30 October: AOC-4 (financial statements). For listed companies and large companies, AOC-4 XBRL.
• Within 60 days of AGM: MGT-7 or MGT-7A (annual return). Small companies and OPCs file the simpler MGT-7A.
• Twice a year: MSME-1 (half-yearly return of payments due to MSME suppliers). Due 31 October and 30 April.
• By 30 June: DPT-3 (return of deposits and loans). Even nil filings are mandatory.

Where First-Time Incorporations Get Stuck

These are the recurring causes of rejection or post-incorporation pain that we screen out before filing:

• Name rejection at Part A: Too generic, too close to an existing name, contains restricted words, or conflicts with a registered trademark. We run all three checks before filing — most DIY name reservations get rejected on the first attempt for one of these reasons.
• Registered office proof mismatch: Utility bill name doesn't match the lease agreement, or the lease is unregistered for a Mumbai/Delhi address (which makes it inadmissible). Banks now also check this during account opening.
• Director's existing DIN flagged: If a director's DIR-3 KYC is lapsed, the SPICe+ filing fails. We restore KYC before filing.
• Object clause too narrow: Many founders only describe their current business in the MOA, then need to amend it within months when they add a new product line. We draft for the foreseeable 2-3 year horizon.
• Authorised capital set too low: Sub-₹10 lakh capital often blocks credit lines and B2B onboarding. ROC fees on capital up to ₹15 lakh are nil, so there's no benefit to going below ₹10 lakh.
• Missing Form 20A: Without 20A within 180 days, the company is technically not allowed to commence business. Penalty: ₹50,000 on the company plus ₹1,000 per day per director.

What You Receive at the End

• Certificate of Incorporation (with CIN) from the ROC.
• Permanent Account Number (PAN) and Tax Deduction Account Number (TAN).
• EPFO and ESIC registration numbers (auto-issued through AGILE-PRO-S).
• Profession Tax registration (in applicable states).
• Bank account with one of the partner banks (subject to video KYC).
• Memorandum and Articles of Association — drafted to your business, stamped, and filed.
• Share certificates issued and stamped at state rates.
• Board resolution templates for first board meeting, auditor appointment, banking authority.
• Compliance calendar for the full first financial year.
• Optional add-ons: GST registration, MSME (Udyam) registration, trademark filing, startup recognition (DPIIT).

How to Get Started

Send us three things: your two preferred company names, the basic profile of each director and shareholder (PAN, Aadhaar, email, phone), and the address you want as your registered office. Within 24 hours we revert with a name-availability check, a draft MOA object clause, and a fee quote with state-specific stamp duty calculated. From there, the full incorporation runs end-to-end in 7-12 working days.

If you're an NRI or foreign national subscribing to the shares, factor in an additional 3-5 days for apostille and notarisation of documents in your country of residence. We coordinate the apostille chain so you don't lose time on couriering documents back and forth.