Private Limited Company Registration
Background and law
The private limited company is the most common company structure in India. It is governed by the Companies Act, 2013, which replaced the Companies Act, 1956. The Companies (Amendment) Act, 2015 removed the minimum paid-up capital requirement. Incorporation is fully online through the Ministry of Corporate Affairs using the integrated SPICe+ form, which can combine name reservation, DIN, PAN and TAN, and registrations such as GST, EPFO and ESIC.
Who needs it
- Entrepreneurs and start-ups that want limited liability and a separate legal identity.
- Businesses planning to raise investment, since investors usually prefer this structure.
- Founders who want to bring in partners and issue shares while restricting public transfer of shares.
- Foreign promoters setting up a subsidiary or joint venture, subject to applicable foreign investment rules.
Key rules to know
- At least 2 directors (maximum 15 without special resolution) and at least 2 shareholders; the same persons can be both.
- At least one director must have stayed in India for 182 days or more in the previous calendar year.
- Shareholders are limited to 200, excluding certain present and former employees.
- Every director needs a Director Identification Number (DIN) and must not be disqualified under Section 164.
- The name must end with 'Private Limited' and must not resemble an existing company or trademark.
- The company must have a registered office in India, and its address must be verified within 30 days of incorporation (Section 12).
- Foreign nationals must submit notarised or apostilled identity documents.
Documents required
- PAN and Aadhaar (or passport for foreign nationals) of all directors and subscribers
- Passport-size photographs and a Class 3 digital signature certificate for each director
- Address proof of directors (such as bank statement or utility bill)
- Registered office proof: recent utility bill, plus rent agreement and owner NOC if rented or owner's consent
- Memorandum and Articles of Association (e-MOA, e-AOA) and subscriber declarations
- Proposed company name options
Step-by-step process
- Obtain digital signatures for all proposed directors and subscribers.
- Reserve the name and fill in SPICe+ Part A.
- File SPICe+ Part B with e-MOA and e-AOA and attach documents.
- Submit the filing.
- The Registrar of Companies verifies the filing and issues the Certificate of Incorporation with the CIN.
Timeline
Timelines depend on name approval and Registrar processing, and an application that is rejected can add weeks. We give an estimate after reviewing your documents.
After you complete this
- Open a company bank account and bring in the subscribed capital.
- File the declaration for commencement of business within the prescribed time.
- Appoint the first auditor and hold board meetings as required.
- File annual accounts and annual return with the ROC and income tax return every year.
- Maintain statutory registers and complete GST, PF/ESI and other registrations as applicable.
FAQs
Is there a minimum capital requirement?
No minimum paid-up capital is prescribed.
Can one person be both director and shareholder?
Yes. You still need at least two of each, and they can be the same two people.
Do I need a physical office?
Yes, a registered office address in India is needed, and its address must be verified.
Information reviewed in October 2026 against published legal references and guides. Laws, dates and thresholds change, and your case may differ, so confirm with AKS Associate before acting.
