Private Limited Company Registration in India
Are you thinking of starting a company? If so, you'll need to register your business with the government. This process can seem daunting, but we're here to help. In this blog post, we'll walk you through the basics of company registration in India. First, you'll need to choose a business structure. This will determine the legal framework for your company and how it will be taxed. Common business structures include sole proprietorships, partnerships, limited liability partnerships (LLPs), and Companies. Once you've chosen a business structure, you'll need to obtain a business license or permit from your local government. This will allow you to operate your business legally.
Next, you'll need to register your company with the government. This will usually involve filing paperwork with your local business registry. In some cases, you may also need to register with national or regional level organizations. Finally, you'll need to obtain any necessary licenses or permits required to operate your business. This could include a license to sell certain products or services, or a permit to operate in a specific location. With all of this in mind, let's take a closer look at the specifics of company registration in India.
Get your private limited company registered in the fastest possible manner.
It usually takes 7 to 10 working days.
- DSC (2 nos)
- Filing of SPICe+ Form
- Issue of Incorporation Certificate along with PAN and TAN
- Includes Govt Fees & Stamp duty for Authorised Capital upto Rs. 1 Lakh except for the states of Punjab, Madhya Pradesh and Kerala
- Excludes foreign national / Body Corporate as director or business needing RBI/SEBI approval
- Assistance in Opening Bank Account
- Businesses looking to expand or scale operations on higher level
- Startups looking to raise capital and issue ESOPs
- Businesses looking to convert their existing firm structure into private limited company
- Businesses aiming to work globally or with reputed clients
DSC Application
Name approval form filing
Preparation of Incorporation Documents
Getting those docs signed by the respective stakeholders
Filing of e-Forms with ROC
Receipt of Incorporation Certificate with PAN, TAN, GST, EPF, ESI & Bank Account.
Name, Contact Number and Email Id of all the Stakeholders.
Directors Identification Number, if already.
Self Attested PAN, Aadhar & Passport size photo of all the Stakeholders.
Apostilled Passport, Mobile Bill and other KYC docs in case of NRI Stakeholder.
Latest Month Personal Bank statement of all the Stakeholders.
Specimen Signatures of all Stakeholders.
Few Proposed Business Names along with Objects.
Latest Electricity Bill/Landline Bill of Registered Office.
NOC from owner of registered office, If Owned. (Download Template)
Rent Agreement from Landlord, If Rented/Leased. (Download Template)
Brief description of main business activities of the proposed Company.
Shareholding pattern (50:50 or 60:40) between the Stakeholders.
Authorised & Paid Up Share Capital of the Company.
All About Private Limited Company Registration in Detail.
What is Private Limited Company Registration?
Private Limited Company Registration is the most common and trustable type of company. A Private Limited Company Registration is the most popular form of structure for businesses. A Private Limited Company must have at least two active directors as to any given point of time the maximum number of director fifty members in a typical private limited company. There can only be 20 directors in a Banking company. The unique feature of a private limited company is that its directors have limited liability to creditors. It comes in handy in a case of default, where banks/creditors can not touch the company's director, neither can they sell their assets. The creditors can only sell the company's assets. If you want to start a company in India, make sure you incorporate a Private Limited. It is essential to incorporate your company as a registered company with multiple advantages from easy to incorporate and dissolve.
Types of Private Limited Companies in India
While most entrepreneurs form a Company Limited by Shares, it helps to know the other private company structures available in India. The primary difference between these types is how much liability members carry if the company incurs losses or is wound up — essentially, how much each member is legally required to pay in the event of insolvency.
Company Limited by Shares
Members’ liability is limited to the unpaid amount on their shares. If a shareholder has fully paid for their shares, they have no further liability for company debts. This structure is the most common for commercial enterprises because it protects personal assets while enabling equity funding.Company Limited by Guarantee
Members promise to contribute a predetermined amount if the company is dissolved; that guarantee amount is recorded in the Memorandum of Association. This model is typically used by non-profit organisations, clubs, and associations where profit distribution is not the objective. Members’ liability is confined to the guaranteed sum.Unlimited Company
Members have no cap on liability: if the company cannot meet its debts, members may be required to contribute beyond any capital paid in. Although the company has a separate legal identity, member liability is effectively unlimited. Some private or family-run concerns choose this form for greater confidentiality or flexible internal arrangements.
Choosing the right structure affects investor appetite, regulatory compliance, taxation and personal risk. If you’re weighing options, consider your growth plans, funding needs, and how much personal exposure you’re willing to accept — and consult a professional to align the choice with your long-term strategy.
Eligibility Criteria for Private Limited Company Registration
To register a Private Limited Company in India you must meet these eligibility requirements:
Minimum directors
A company must have at least two directors at the time of incorporation.Resident director requirement
At least one director must be an Indian resident (resided in India for 182 days or more in the previous financial year).Maximum directors
A Private Limited Company may have up to 15 directors by default. This limit can be increased above 15 only by passing a special resolution and obtaining shareholder approval.Shareholders
At least two shareholders are required to incorporate the company. The same persons may act as both shareholders and directors.Shareholder cap
Total number of members is limited to 200. Current and former employees holding shares under employee stock option plans are excluded from this count.Registered office
The company must have a physical registered office in India. This address will receive all statutory communications and must be supported by address proof. If the office is rented, a No Objection Certificate (NOC) from the property owner is required.Company name rules
You must choose a unique name that complies with MCA naming rules before filing incorporation forms.Capital requirements
There is no minimum paid-up capital requirement, but the company must declare its authorised share capital during registration; government fees apply accordingly.Director Identification Number (DIN)
Every director must obtain a DIN issued by the Ministry of Corporate Affairs.Digital Signature Certificate (DSC)
All proposed directors must hold a Class 3 DSC to digitally sign incorporation documents.Check local and sectoral rules
Eligibility can vary based on business type, industry regulations and state rules. Verify any extra permissions or sector-specific requirements before you gather documents.
Documents Required for Pvt Ltd Company Registration
Before registering a company in India, it’s important to gather all the necessary Pvt Ltd company registration documents for a smooth process. These documents primarily include identification and address proofs of directors and shareholders, along with registered office details. Submitting accurate and valid paperwork helps avoid delays and ensures compliance with MCA regulations.
For Directors and Shareholders (Indian Nationals)
- PAN Card (Mandatory)
- Aadhar Card
- Recent passport-sized photographs
- ID & Address Proofs (any one): Latest Residential Utility bill (electricity, gas, telecom, not older than 2 months), or Bank statement (not older than 2 months), or Driver's License/Voter ID card.
- Email ID & Mobile Number (linked with Aadhaar preferred)
- Specimen signature
For Foreign Directors/Shareholders (Additional Documents)
- Copy of passport (with visa details, if applicable)
- Address Proof from Home Country (e.g., utility bill, bank statement, driving license)
- Bank Statement from Home Country
All foreign documents must be Notarized and Apostilled/Consularized as per international legal requirements.
For the Registered Office Address
- Proof of Address: Latest Utility Bill (electricity, gas, telecom, not older than 2 months) or Property Tax Receipt.
- No Objection Certificate (NOC): From the property owner if the premises are rented/leased.
- Rent/Lease Agreement Copy: (if applicable)
Company-Related Documents & Information
- Proposed Company Name Options (3-4 alternatives, in order of preference)
- Detailed Description of Business Activities and Objectives
- Details of Authorized and Paid-up Capital
- Shareholding Pattern (who holds how many shares)
- Draft Memorandum of Association (MOA)
- Draft Articles of Association (AOA)
- Resolution Appointing First Directors
Different regions might require additional documents for company registration as per MCA guidelines. Ensure to prepare a detailed checklist while planning for registration.
Minimum Requirement for Private Limited Company Registration
- A minimum number of two Directors who are adults are required for Private Limited Company Registration.
- One of the Directors of a Private Limited Company has to be an Indian Citizen and Indian Resident.
- The other Director(s) can be a Foreign National for Private Limited Company Registration.
- It is also required to have two Shareholders of a company for Private Limited Company Registration.
- The Shareholders can be natural persons or an artificial legal entity for Private Limited Company Registration.
Guidelines for Choosing Company Name
1. Make sure the name is unique and not already in use by another company.
2. The name should be reflective of the company's business.
3. Avoid names that are too generic or too specific.
4. Keep it simple and easy to pronounce.
5. Make sure the name is available as a .com domain.
6. Avoid using initials or abbreviations in the name.
7. Conduct a trademark search to make sure the name is not already trademarked.
8. Get creative! A unique name will help your company stand out from the crowd.
Choosing a company name in India can be a bit of a challenge, but it's worth taking the time to get it right. By following these tips, you can ensure that your company name is both unique and reflective of your business.
Basic Features & Characteristics of a Private Limited Company Registration:
Private Limited Company Registration Process
The process of registering a Private Limited Company in India can seem complex. To simplify it, here’s a step-by-step guide on how to register your company with the MCA.
The process involves obtaining a Digital Signature Certificate (DSC) and Director Identification Number (DIN), reserving a unique company name, and filing the integrated SPICe+ form for incorporation. This single application also takes care of statutory registrations such as PAN, TAN, EPFO, and ESIC, ensuring a smooth, one-window setup for your business.
1. Get Digital Signature Certificates (DSC)
Each proposed director and subscriber to the Memorandum of Association (MOA) must obtain a Class 3 DSC. This is used to sign documents for a paperless registration process digitally.
- Validity: 2 years
- Cost: Rs. 1,000 – Rs. 2,000 (varies by certifying authority)
- Recommended Providers: eMudhra, NIC, or other MCA-recognized agencies.
2. Apply for Director Identification Number (DIN)
Every director must have a unique DIN. For new companies, DINs are issued as part of the SPICe+ incorporation form, so a separate application is not needed.
- DIN is valid for life and remains the same even if the director changes companies.
- Foreign nationals can also apply using a passport and proof of overseas address.
3. Reserve Your Unique Company Name
Use the RUN (Reserve Unique Name) service on the MCA portal to request your preferred company name. You can submit up to 4 name options.
Naming Guidelines:
- The name must be unique and not identical to existing companies
- Should follow MCA naming rules and not include restricted words
- Approval Time is usually 1–2 working days
- Approved names are reserved for 20 days
If rejected, you can reapply immediately with alternate name options.
Our Advantage: We conduct a thorough company name availability search to maximize your approval chances and suggest robust alternatives if needed.
4. Prepare & Draft Essential Documents
This crucial step involves drafting and finalizing key legal documents. Our team of CAs & Lawyers ensures accurate legal drafting of:
- A Memorandum of Association (MOA) defines the company's main objectives.
- Articles of Association (AOA) set rules for internal management.
- Director Declaration of Consent
- Registered Office Proofs: Rent agreement, utility bill, and NOC from the property owner
All documents must be formatted as per MCA rules and digitally signed by the concerned parties.
5. File the Incorporation Form (SPICe+)
We prepare and submit the comprehensive SPICe+ form online on your behalf, along with all required documents. Pay the applicable government fees, based on your company's authorized capital.
This single form covers:
- Company registration
- PAN & TAN allotment
- EPFO & ESIC registration
- Bank account opening
Ensure all files are in PDF format, and cross-check director details to avoid rejection.
6. Receive Your Official Certificate of Incorporation (COI)
Upon successful verification by the Registrar of Companies (ROC), you will be issued the Certificate of Incorporation (COI). This pivotal document legally confirms your company's formation and includes:
- Your unique Corporate Identity Number (CIN)
- Your company’s PAN (Permanent Account Number)
- Your company's TAN (Tax Deduction and Collection Account Number)
At TaxaJ, we aim to complete the process within 7–10 working days for standard applications, provided all documents are accurate and government authorities respond promptly. Once your COI is received, your business is legally ready to commence operations and open its corporate bank account!
Tax Benefits of a Private Limited Company
Companies for the purpose of Income Tax include Indian companies, body corporates incorporated under the laws of a countries outside India, body corporates / institutions being assessed as companies as per the earlier laws in force, body corporates – Indian or not, incorporated or not, declared as a company by general or special order of the Board, for the period specified in such declaration/ order.
Further, Companies that are not domestic companies, are termed as foreign companies for Income Tax purposes. As we are aware, Companies, having separate legal identity being an artificial person created by law, are also included in the definition of a ‘person’ for Income Tax purposes. Such that, any provisions which is applicable to a person would be applicable to a company as well unless specifically excluded. Some of the noteworthy benefits available to companies are discussed as under:
Tax rate reduced to 25% from 30%
With effect from financial year [“FY”] 2018-19, the income tax rate stands reduced to 25% (plus applicable surcharge and cess) for domestic companies with total turnover or gross receipts not exceeding Rs. 250 crores for the year ended 31 March 2017.
Provisions of Minimum Alternate Tax [“MAT”] are made inapplicable to certain foreign companies
The provisions of MAT are made inapplicable to foreign companies that have opted for presumptive taxation. Foreign companies that are engaged in the business of shipping, air transport, oil exploration, and turnkey construction projects are benefited by this.
Transfer of certain capital assets not treated as transfer for income tax purposes
For the purpose of Income Tax, sale, relinquishment or extinguishment of rights in assets would be considered as transfer of assets. Further, any gains arising out of such transfers to a person who is transferring such capital assets, is offered to tax as capital gains. However, in order to facilitate merger of uneconomic units with financially sound Indian Companies, in the interest of increased efficiency and productivity, certain transfers are specified that are not to be treated as transfer for income tax purposes. Some of the significant transactions specified in this regard are discussed as under:
- Transfer of capital asset by a parent company to its wholly owned Indian subsidiary
- Transfer of capital asset by a wholly owned subsidiary company to its Indian holding company. Provided, conditions prescribed in this regard are satisfied.
- Transfer of capital asset in a scheme of amalgamation by amalgamating company to Indian amalgamated company.
- Transfer of capital asset in a scheme of merger by demerged company to Indian resulting company
- Allotment of shares of Indian amalgamated company to the shareholders in the amalgamating company in lieu of their amalgamation
- Transfer of capital assets by a private limited company or unlisted public company to a limited liability partnership [“LLP”] in course of conversion of company into LLP. However, the same would be subject to satisfaction of certain conditions prescribed in this regard.
Deduction on expense incurred in relation to setting up/ extension of a business
Any expenditure incurred by a Company for setting up of a business or for extension, is eligible to be amortised and claimed as an expense over a period of five consecutive years beginning from the year in which the business commenced/ expansion of business is completed. This enables a Company to defer the claim of expenditures incurred towards preparation of project report, feasibility report, legal charges for drafting agreements, incorporation fee etc. over a period of 5 years. However, such claim shall be restricted to 5% of capital employed by the Company.
Further, any expenditure incurred by a Company in course of amalgamation or demerger could also be amortised and claimed over a period of five consecutive years.
Deduction specific to the nature of the business of the Company
Tax incentives are generally introduced to encourage businesses to venture into certain sectors that are significant for the economic development of the nation. Any company engaged in such specified business, would be eligible for tax holiday or deduction with respect to the profits earned from such business for a period prescribed in this regard. However, it is important to note that many of such incentives introduced earlier are now in their sunset period.
Indian Companies engaged in developing, maintaining and operating infrastructure facility, conducting scientific and industrial research and development etc. are some of the companies that are benefited by this.
Deduction specific to contributions made
100% of amount contributed, by medium other than cash, to any political party or electoral trust is allowed as a deduction to a Company for tax purposes.
Reduced rate of tax on dividends received from certain companies.
Dividends received from a foreign company wherein the Company holds 26% or more shares are subject to tax at a reduced rate of 15%. Further, the dividends received from such companies are to be reduced from dividends distributed/ payable in computation of Dividend Distribution Tax [“DDT”], which in turn reduces the DDT liability.
Insolvency resolution
Loss making companies under insolvency may carry forward and set off their losses even if there is a change in shareholding by more than 49%.
Restrictions of a Private Limited Company
- One of the main disadvantages of a Private Limited Company is that it restricts the transfer ability of shares by its articles.
- In a Private Limited Company the number of shareholders in any case cannot exceed 50.
- Another disadvantage of Private Limited Company is that it cannot issue prospectus to public.
- In stock exchange shares cannot be quoted.
Difference Between a Limited & Private Limited Company
Ltd and Pvt Ltd are both types of business entities that are popular in India. Both have their own advantages and disadvantages, so it is important to understand the difference between the two before deciding which one is right for your business. Ltd is short for limited liability company. This type of company is owned by shareholders who have limited liability for the debts and losses of the company. Ltd companies are required to have at least two shareholders and a maximum of fifty. Pvt Ltd is short for private limited company. This type of company is owned by a maximum of fifty shareholders. Pvt Ltd companies are not required to have a minimum number of shareholders, but most have two or more.
There are some key differences between Ltd and Pvt Ltd companies. Ltd companies must have their financial statements audited by a chartered accountant, while Pvt Ltd companies are not required to do so. Pvt Ltd companies also have more restrictions on share transfer and cannot list their shares on a stock exchange. So, which type of company is right for your business? It depends on a number of factors, including the size and structure of your business and your goals for the future. If you are unsure, it is always best to speak to a professional before making a decision. For detailed comparison visit here
Q. What is Spice+ Process of Incorporation ?
SPICe (Simplified Proforma for Incorporating Company electronically) is the new modus operandi for Registrar Of Company works. Its a fast track registration procedure initiated by the Ministry of Corporate Affairs, enabling a single form application process of Private Limited Company Registration. The regular Private Limited Company Registration route can take up to thirty days, but with SPICe, the whole process can be closed within seven days.
TAXAJ aims at rendering premium services and speedily delivering them. Therefore, the incorporation services always follow the SPICe route.
Q. I want to start a business in App Development. What other registrations will apply to me?
Company along with GST & Trademark will be good to start with.
Apart from getting your GST registration, it would help to protect your brand by registering the trademark. If you are building any proprietary software of a unique kind or any other intellectual property, you must apply for the copyright. Our professionals can assist you with trademark and copyright registration.
Q. Do I need to be physically present during this process?
No, your physical presence is not required during the process. Only a few signed documents emailed to us or couriered to us is sufficient for the procedure.
Q. I already have my DSC & DIN. Will the package be discounted now?
Yes, of course! We only charge for what we do.
In case, you already have a DSC and DIN, our experts will offer you some concession accordingly on the above package.
Q. Do I need to apply for GST, EPF, ESI & Bank Account mandatorily in SPice+ Form ?
Yes, since this is a consolidated form for Incorporating a company so these will be auto-applied in the state if chosen. However, filing and compliance of the same shall be done once it is actually applicable to the company.
Q. How can i become eligible to get benefits under the Startup India initiative?
Only the below-stated entities qualify as a "Startup" for Government schemes.
👉 Private Limited Company
👉 Registered Partnership Firm
👉 Limited Liability Partnership Further conditions are:
👉 It's newer than five years have passed from the date of its incorporation/ registration.
👉 Turnover has been below INR 25 crore.
👉 It works towards innovation & commercialisation of new product.
👉 It is working towards the development or deployment of the service sector
👉 It has a process driven by technology or intellectual property of a new kind.
Our experts shall guide you on getting registered under the Startup India Initiative and avail the benefits.
Q. I need to raise capital from external sources. I am considering approaching Investors. Do i get any advantage on getting registered as a private limited company over other forms?
Apart from getting your GST registration, it would help to protect your brand by registering the trademark. If you are building any proprietary software of a unique kind or any other intellectual property, you must apply for the copyright. Our professionals can assist you with trademark and copyright registration.
Q. Is stamp duty payable during incorporation process?
Yes, the State government in which the registered office is located imposes Stamp duty charges. The charges are on MOA, AOA & INC32 form. These charges are all included with our costing for all the states. We will inform you before any commitment for the additional charges, if any.
Q. Can an NRI also become a director in company? And what additional documents will be required to be submitted?
Yes, an NRI or foreigner can be a director in a Private Limited company. But such a person can be taken as a director only when one director is a Resident of India. Additional documents required:
👉 1. Identity Proof - Copy of Passport Copy (Appostiled by Consulate of Indian Embassy or Foreign Public Notary)
👉 2. Address Proof - Copy of Driving License or Business Visa
👉 3. Utility Bill - Bank Statement or Electricity Bills copy or Any Property Tax Payment Receipt attested by Consulate of Indian Embassy or Foreign Public Notary.
RBI approval is required for foreign capital contribution. Therefore, additional charges will be applicable for RBI approval. Our experts will advise you on the applicable charges.
