Private Limited Company Registration in India — Step-by-Step Guide (2026)
Complete guide to registering a private limited company in India: eligibility, SPICe+ process, documents, MCA21 walkthrough, costs, and post-incorporation compliance checklist.
Harun Raaj
Chartered Accountant · Harun Raaj & Associates
Why Register a Private Limited Company?
A private limited company under the Companies Act, 2013 offers:
- Limited liability — shareholders' personal assets are protected
- Separate legal entity — can contract, own property, sue, and be sued in its own name
- Perpetual succession — continues regardless of changes in shareholders or directors
- Tax efficiency — corporate tax at 22% (Section 115BAA) vs. 30% for individuals in highest slab
- Credibility — preferred by investors, banks, and large enterprises
Legal Framework
Key provisions under the Companies Act, 2013:
- Section 2(68) — Private company: minimum 2, maximum 200 shareholders; share transfer restricted
- Section 3 — Formation requires minimum 2 persons
- Section 149 — Minimum 2 directors; at least one must be a resident of India (≥ 182 days in previous calendar year)
Prerequisites
Each director needs a Director Identification Number (DIN) and a Class 3 Digital Signature Certificate (DSC) issued by a licensed certifying authority (eMudhra, Sify, NSDL).
Step-by-Step Registration Process
Step 1 — Obtain DSC
Class 3 DSC required for all proposed directors to sign electronic forms on MCA21.Step 2 — Name Reservation via RUN
File RUN (Reserve Unique Name) application on MCA21 with 2 preferences. Approved within 2-3 working days. Reservation valid for 20 days.Step 3 — Draft MOA and AOA
- Memorandum of Association (MOA) — defines the company's objects and liability clause (Table A/B templates under Companies (Incorporation) Rules, 2014)
- Articles of Association (AOA) — internal governance rules (Table F template for private companies)
Step 4 — File SPICe+ Form
SPICe+ is the single integrated form bundling:- Incorporation (INC-32) + DIN allotment for proposed directors
- PAN and TAN allotment via NSDL
- EPFO and ESIC registration
- GST registration (optional — via AGILE-PRO-S)
- Professional Tax registration (state-specific)
Step 5 — ROC Scrutiny and Certificate of Incorporation
The ROC issues the Certificate of Incorporation (COI) carrying the Company Identification Number (CIN) within 5-10 working days.Documents Required
From each director: PAN card, Aadhaar card (self-attested), passport-size photograph, proof of residential address (not older than 2 months).
For registered office: Electricity bill / property tax receipt, NOC from owner if rented, rent agreement.
Government Fees
Professional fees: typically ₹5,000–₹15,000.
Post-Incorporation Compliance
- Open current account within 30 days
- File PAS-3 (Return of Allotment) within 30 days of share issuance
- Hold first board meeting within 30 days (Section 173)
- Appoint statutory auditor — file ADT-1 within 15 days (Section 139)
- Register for GST if turnover threshold is met
Typical Timeline
Our team manages DSC, DIN, name reservation, SPICe+, MOA/AOA drafting, and all post-incorporation filings. Use the HRA portal to get started.
See Also
Frequently Asked Questions
What is the minimum number of shareholders and directors required to register a private limited company in India?+
According to Section 2(68) and Section 3 of the Companies Act, 2013, a private limited company requires a minimum of 2 shareholders and a minimum of 2 directors. At least one director must be a resident of India, as per Section 149, defined as someone present in India for 182 days or more in the previous calendar year.
How long is a company name reservation valid after approval under RUN in India?+
According to the name reservation process via RUN (Reserve Unique Name) application on MCA21, the approved company name is valid for 20 days. The RUN application itself is approved within 2-3 working days.
What documents are required for director identification and digital signing during company registration?+
Each proposed director must obtain a Director Identification Number (DIN) and a Class 3 Digital Signature Certificate (DSC) issued by a licensed certifying authority such as eMudhra, Sify, or NSDL. The DSC is required to sign electronic forms on MCA21.
What is included in the SPICe+ form for private limited company registration?+
As per the SPICe+ single integrated form, it bundles Incorporation (INC-32) form, DIN allotment for proposed directors, PAN and TAN allotment via NSDL, EPFO and ESIC registration, optional GST registration via AGILE-PRO-S, and state-specific Professional Tax registration.
How long does the ROC take to issue a Certificate of Incorporation after SPICe+ filing?+
The Registrar of Companies (ROC) issues the Certificate of Incorporation (COI) carrying the Company Identification Number (CIN) within 5-10 working days after scrutiny of the SPICe+ form and supporting documents.
What is the corporate tax rate advantage for private limited companies under the Companies Act, 2013?+
According to Section 115BAA of the Companies Act, 2013, private limited companies are taxed at a corporate rate of 22%, compared to the individual highest tax slab of 30%, providing significant tax efficiency benefits.
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