How to Register a Private Limited Company in India
Everything from choosing a name to getting your Certificate of Incorporation — simplified.
Why Choose Private Limited?
A Private Limited Company is the most popular business structure for startups in India. It offers limited liability protection, easy fundraising ability, separate legal entity status, perpetual succession, and credibility with banks and investors. It's governed by the Companies Act, 2013 and regulated by the Ministry of Corporate Affairs (MCA).
Eligibility Requirements
Minimum 2 directors (at least one must be an Indian resident), minimum 2 shareholders (can be the same as directors), minimum authorized capital of ₹1 lakh (though no minimum paid-up capital requirement exists post-2015 amendment), a unique company name that doesn't conflict with existing trademarks or companies, and a registered office address in India.
Step 1: Obtain Digital Signature Certificate (DSC)
Every proposed director must obtain a Class 3 Digital Signature Certificate from a certifying authority like eMudhra, Sify, or nCode. Required documents include PAN card, Aadhaar card, passport-size photo, email ID, and mobile number. The DSC typically costs ₹500–₹1,500 and is valid for 2 years.
Step 2: Apply for Director Identification Number (DIN)
DIN is a unique identification number for directors. It's now obtained as part of the SPICe+ form (Simplified Proforma for Incorporating Company electronically Plus). Up to 3 DINs can be applied for within the SPICe+ form itself.
Step 3: Name Reservation via RUN (Reserve Unique Name)
Submit up to 2 name choices through the RUN web service on the MCA portal. The name should not be identical or similar to any existing company or LLP, should not violate any trademark, and should reflect the main business activity. MCA typically approves or rejects within 2–3 working days. The reserved name is valid for 20 days.
Step 4: File SPICe+ Form
The SPICe+ form is an integrated incorporation form that combines multiple services: Company incorporation (Part A — name reservation, Part B — incorporation details), DIN allotment for up to 3 directors, PAN and TAN of the company, GST registration (optional), EPFO and ESIC registration, and opening of a bank account. Upload the Memorandum of Association (MoA) and Articles of Association (AoA) along with the form.
Step 5: MoA and AoA Drafting
The Memorandum of Association (MoA) states the company's objectives, authorized share capital, and subscriber details. The Articles of Association (AoA) contains the rules and regulations for internal management. Both documents must be digitally signed by all subscribers and witnessed. Standard formats (Form INC-33 for MoA and INC-34 for AoA) are available on the MCA portal.
Step 6: Certificate of Incorporation
Once MCA processes and approves your application, you'll receive the Certificate of Incorporation (CoI) along with PAN and TAN of the company. This typically takes 5–7 working days from submission. The CoI contains your Corporate Identity Number (CIN), which is your company's unique identifier.
Post-Incorporation Compliance
Within 30 days of incorporation: open a current bank account in the company's name, deposit the subscription money, issue share certificates, appoint the first auditor, and file Form INC-20A (declaration of commencement of business). Ongoing annual compliance includes: Board meetings (minimum 4 per year), Annual General Meeting, filing Annual Returns (Form MGT-7A), filing Financial Statements (Form AOC-4), Income Tax Returns, and maintaining statutory registers.
Estimated Costs
Government fees: ₹2,000–₹5,000 (varies by authorized capital). DSC for 2 directors: ₹1,000–₹3,000. Professional fees (CA/CS): ₹5,000–₹15,000. Stamp duty: varies by state (₹1,000–₹5,000). Total estimated cost: ₹10,000–₹25,000 depending on the state and professional fees.
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