A Private Limited Company is a privately held entity with limited liability, separate legal identity, and restricted share transfers.
Key Features:
- Minimum 2 directors and 2 shareholders.
- Maximum 200 shareholders.
- Cannot invite the public to subscribe to its shares.
- Must use “Private Limited” or “Pvt Ltd” at the end of its name.
2. Pre-Requisites for Registration
Before initiating the registration process, ensure the following:
2.1 Directors and Shareholders
- Minimum 2 directors, at least one must be an Indian resident.
- Minimum 2 shareholders (can be same as directors).
2.2 Authorized Capital
Minimum ₹1 lakh is typically prescribed, but there’s no minimum paid-up capital requirement as per the Companies (Amendment) Act, 2015.
2.3 Registered Office
You must provide a valid address in India for the registered office. Residential property is allowed.
3. Documents Required
For Directors and Shareholders:
- PAN Card (mandatory for Indian nationals)
- Passport (for foreign nationals)
- Aadhaar Card
- Voter ID / Driving License
- Latest utility bill or bank statement (not older than 2 months)
- Passport-size photographs
- Digital Signature Certificate (DSC)
For Registered Office:
- Electricity bill / Property tax receipt / Rent agreement
- NOC from the owner (if rented premises)
4. Step-by-Step Registration Process
Step 1: Obtain Digital Signature Certificate (DSC)
- Why? Required to sign documents electronically during the company registration process.
- Who needs it? All directors and subscribers (shareholders).
- How? Apply through certified agencies like eMudhra, Sify, or NSDL.
Step 2: Obtain Director Identification Number (DIN)
DIN is a unique identification number for each director.
- Applied within the SPICe+ (INC-32) form while registering the company.
Step 3: Name Approval via SPICe+ Part A
- Choose a unique name for your company.
- File SPICe+ Part A via MCA portal for Name Reservation.
- Ensure name follows naming guidelines under Companies Act, 2013.
- You can check name availability via the MCA Name Search Tool.
Step 4: File SPICe+ Part B, MoA, AoA, AGILE-PRO, and Other Linked Forms
SPICe+ (Simplified Proforma for Incorporating Company Electronically Plus) is a web-based integrated form introduced by MCA.
Includes:
- SPICe+ Part B – Details of company, directors, capital structure.
- MoA (INC-33) – Object and scope of business.
- AoA (INC-34) – Rules and governance structure.
- AGILE-PRO-S (INC-35) – For:
- GST registration
- EPFO, ESIC registration
- Bank account opening
- Shops & Establishment registration (where applicable)
Step 5: PAN and TAN Application
Included within SPICe+—no need for separate filing.
Step 6: Upload on MCA Portal and Pay Fees
- Upload all forms using DSC of directors and CA/CS.
- Pay registration fee and stamp duty (based on the state and capital amount).
5. Post-Incorporation Compliance
Once the company is incorporated, the following steps must be completed:
5.1 Certificate of Incorporation (COI)
- Issued by Registrar of Companies (ROC) with CIN (Corporate Identity Number), PAN, and TAN.
5.2 Open Company Bank Account
- Use COI, PAN, AoA, MoA, and Board Resolution to open a current account in company’s name.
5.3 Commencement of Business (INC-20A)
- File Form INC-20A within 180 days of incorporation.
- Required to start business operations and raise share capital.
5.4 Register for Other Licenses
Depending on the business, register for:
- GST (if turnover > ₹40 lakh or interstate business)
- Professional Tax
- Shops & Establishment License
- Import Export Code (IEC) if applicable
6. Timeline for Registration
| Step | Estimated Time |
|---|---|
| DSC Procurement | 1–2 days |
| Name Reservation (SPICe+ A) | 1–2 days |
| Documentation and Filing | 2–3 days |
| Incorporation Approval (COI) | 3–5 working days |
| Total | 7–10 working days |
7. Cost of Registration
The cost may vary depending on capital and professional charges. Typically:
| Particulars | Estimated Cost (INR) |
|---|---|
| Government Fees (for ₹1 lakh capital) | ₹2,000 – ₹4,000 |
| DSC for 2 directors | ₹1,000 – ₹2,000 |
| PAN/TAN and Stamp Duty | ₹300 – ₹1,000 |
| Professional Fees | ₹5,000 – ₹15,000 |
| Total | ₹8,000 – ₹20,000+ |
8. Benefits of a Private Limited Company
- Limited liability protection for shareholders.
- Separate legal entity – the company can own property, sue and be sued.
- Investor-friendly – preferred by VCs and angel investors.
- Perpetual succession – unaffected by death/exit of shareholders.
- Tax benefits under Startup India scheme (if eligible).
9. Common Mistakes to Avoid
- Choosing a name too similar to existing companies.
- Using unauthorized capital amount without paying appropriate stamp duty.
- Not filing Form INC-20A (can lead to penalties and company strike-off).
- Delaying post-incorporation compliances like GST, bank account, etc.
Conclusion
Registering a Private Limited Company in India is a well-structured and largely online process today. With SPICe+ and other digital reforms by the Ministry of Corporate Affairs, incorporation is faster and more streamlined than ever before.
However, accuracy in documentation, legal understanding, and timely filing are key to a hassle-free registration. It is advisable to consult a Company Secretary (CS), Chartered Accountant (CA), or legal expert to ensure full compliance and to set up a scalable business structure.