Private Limited Company Registration — documents, process and timeline

A private limited company is the structure almost every funded business in India ends up in, because it is the only common form that can issue equity shares to an outside investor. It is incorporated under the Companies Act 2013, needs at least two directors and two shareholders, and caps the liability of each shareholder at the amount they agreed to put in.

The distinguishing feature is that the company is a legal person separate from the people who own it. It signs its own contracts, holds its own bank account, owns its own property and owes its own debts. A supplier who is not paid sues the company, not the founder, and cannot reach a shareholder's personal assets unless that shareholder has given a personal guarantee — which banks routinely ask for on a young company's borrowing, and which is worth negotiating rather than signing reflexively.

We run the whole incorporation on SPICe+, the MCA's integrated form. That means name reservation, Class 3 digital signatures for every proposed director, DIN allotment, the memorandum and articles drafted for what you actually intend to do, and the incorporation filing itself. PAN, TAN, and the EPFO and ESIC registrations are issued alongside the certificate rather than chased separately afterwards, and the AGILE-PRO component opens the bank account application at the same time.

What you receive at the end is a complete file: the certificate of incorporation carrying your CIN, the PAN and TAN, the signed MOA and AOA, and the share certificates. It is the set a bank will open a current account against without sending you back for anything, which is the practical test of whether an incorporation was done properly.

The part most incorporation services leave out is what happens next. A company has obligations from day one — the first board meeting within thirty days, the auditor appointed within thirty days, INC-20A filed before it may legally commence business, and the annual filings from the first financial year whether or not it trades. We set that calendar up as part of the engagement rather than leaving you to discover it.

A word on tax, because it affects the choice of form. A domestic company can opt into section 115BAA and pay 22% plus surcharge and cess, giving up most incentive deductions in exchange, or 115BAB at 15% if it is a new manufacturing company. Against an LLP's flat 30%, that is a material difference. The offset is that a company's distributed profit is taxed again in the shareholder's hands as dividend, whereas an LLP's profit share is exempt under section 10(2A). If you intend to retain and reinvest, the company wins comfortably; if you intend to draw everything out each year, the gap narrows and can reverse.

The shareholders agreement is the document nobody thinks about at incorporation and everybody wishes they had. Standard articles say nothing about what happens if a co-founder leaves after eight months, how shares vest, who can veto a fundraise, or how a deadlock between two equal shareholders is broken. Founder vesting in particular is far easier to agree when everyone is optimistic than after somebody has decided to go. It is not required to incorporate, and it is the cheapest insurance available at this stage.

Key features

A separate legal personThe company owns its assets and owes its debts in its own name. A creditor of the business cannot reach a shareholder’s house.
Liability limited to the sharesA shareholder risks what they subscribed for and nothing beyond it, unless they have personally guaranteed a borrowing.
Perpetual successionThe company survives the death, resignation or exit of any director or shareholder. Shares transfer; the entity does not restart.
The structure investors fundIt is the only common Indian form that can issue equity shares, preference shares and convertible instruments to an outside investor.
Two to two hundred shareholdersA minimum of two members and a maximum of two hundred, excluding present and former employees who hold shares.

Who needs it

You intend to raise outside capitalAngel, seed or venture money almost always requires a private limited company. Converting later is possible but costs time in the middle of a round.
You want personal liability protectionAny business carrying trading risk, inventory, credit exposure or employees is safer inside a limited liability structure than outside one.
Your customers are large companiesEnterprise procurement and government tenders routinely require an incorporated supplier with filed accounts.
You are more than one founderShareholding makes the split explicit and transferable in a way a partnership deed does not.

Which one applies to you

Company limited by sharesThe ordinary case. Liability is limited to any unpaid amount on the shares held. This is what "private limited company" means unless something else is stated.
Company limited by guaranteeMembers guarantee a fixed amount payable if the company is wound up. Used by clubs, trade bodies and not-for-profits rather than trading businesses.
Unlimited companyA separate legal person, but with no cap on member liability. Rare, and almost never the right answer for a trading business.
Small companyNot a separate form but a statutory classification — paid-up capital up to ₹4 crore and turnover up to ₹40 crore. It brings a lighter annual return in MGT-7A and fewer board meetings.

Why it is worth doing

You can actually raise moneyEquity shares, preference shares, CCPS and convertible notes are all available to a company and none of them to an LLP or a partnership. Every standard Indian venture document assumes a private limited company.
Personal assets stay out of itA creditor of the business has recourse to the company's assets only. The exceptions are narrow — personal guarantees, fraud, and a handful of statutory dues where directors are personally liable.
Credibility with buyers and banksEnterprise procurement and government tenders frequently require an incorporated supplier with filed accounts. A CIN and a public filing history is diligence a proprietorship cannot offer.
Ownership can move without disruptionShares transfer by an instrument and a board resolution. A founder can exit, an ESOP can vest and an investor can come in without re-forming the business.
It outlives its foundersPerpetual succession means the company continues regardless of who dies, resigns or sells. A partnership dissolves on a partner's exit unless the deed says otherwise.

What is included

Name reservation through RUN or SPICe+ Part A
Class 3 DSC and DIN for up to two directors
MOA and AOA drafted to your objects
Certificate of incorporation, PAN and TAN

What we need from you

PAN and Aadhaar for every director and shareholder
Passport-size photograph of each director
Bank statement or utility bill, not older than two months
Proof of the registered office and a no-objection letter from its owner

How it works

Digital signaturesA Class 3 DSC is issued for every proposed director, with video and Aadhaar verification. Nothing can be filed with the MCA without one. One to two days.
Name reservationUp to two names are submitted in SPICe+ Part A and checked against the MCA register and the trademark database first. Reserved names hold for twenty days.
DraftingThe MOA sets out what the company may do and the AOA how it governs itself. We draft the objects to what you actually intend rather than to a template.
SPICe+ filingThe incorporation form goes in with AGILE-PRO for GST, EPFO, ESIC and the bank account, and INC-9 declarations from every subscriber.
Certificate of incorporationThe Registrar issues the certificate carrying the CIN, with PAN and TAN allotted on the same document. Three to seven days after filing.
After incorporationThe first board meeting within thirty days, the auditor appointed in ADT-1, share certificates issued, and INC-20A filed before the company may begin business.

Private limited company or LLP?

	Private Limited	LLP
Minimum people	Two directors, two shareholders	Two designated partners
Can raise equity	Yes — shares, preference, convertibles	No. Cannot issue equity shares
Audit	Compulsory from the first year	Only above ₹40 lakh turnover or ₹25 lakh contribution
Annual filings	AOC-4 and MGT-7	Form 8 and Form 11
Running cost	Higher — audit and board compliance	Lower
Best for	Anything that will raise money or scale	Partner-run services businesses

What affects the timeline

Whether the name clears first timeA refused name costs three to five working days and a fresh reservation fee. It is the single largest variable, and it is the one a proper search before filing removes.
How quickly directors complete video KYCEvery Class 3 DSC needs a live video verification and an Aadhaar OTP from the director themselves. A director travelling or in a different time zone is the usual reason a file sits.
Whether the address proof is currentThe utility bill must be within two months and the name on it must match the no-objection letter. A mismatch comes back as resubmission and adds a week.
Registrar workload and jurisdictionProcessing time varies between ROC offices and rises sharply in March, when filings cluster before the financial year end.
Foreign directors or subscribersDocuments executed outside India need notarisation and apostille or consularisation before the MCA accepts them, which typically adds two to three weeks.

What happens afterwards

First board meeting within thirty daysThe board must meet within thirty days of incorporation, and at least four times a year thereafter with no more than 120 days between meetings.
Auditor appointed within thirty daysThe board appoints the first statutory auditor within thirty days and files ADT-1. Without an auditor the accounts cannot be audited and AOC-4 cannot be filed.
INC-20A before you tradeThe declaration of commencement of business is due within 180 days and must be filed before the company borrows or begins operations. ₹50,000 on the company if it is not.
Share certificates within two monthsCertificates must be issued to every subscriber within two months of incorporation, stamped at the state rate.
Annual filings from year oneAOC-4 and MGT-7 are due every year whether or not the company traded, plus DIR-3 KYC for every director by 30 September.
Statutory registers from day oneRegisters of members, directors, charges and related-party contracts have to be maintained at the registered office and are inspected in any diligence.

What usually goes wrong

Choosing a name that is not freeThe commonest cause of delay. A name is refused for resembling an existing company or clashing with a registered trademark — and adding "India" or a plural does not make it distinct.
Address proof that is out of dateThe utility bill must be within two months and the name on it must match the no-objection letter. Mismatches come back as resubmission.
Objects drafted too narrowlyA company cannot do what its MOA does not permit. Amending it later is a special resolution and a filing; getting it right at drafting is free.
Forgetting INC-20AA company may not commence business or borrow until the declaration is filed within 180 days. The penalty is ₹50,000 on the company and ₹1,000 a day on each director.

Questions

How many people do I need to register a private limited company?

Two, minimum — two directors and two shareholders, though the same two people can hold both roles. At least one director must have stayed in India for 182 days or more in the previous financial year. The maximum is fifteen directors and two hundred shareholders.

Is there a minimum capital requirement?

No. The Companies (Amendment) Act removed the ₹1 lakh minimum paid-up capital in 2015, so you can incorporate with any amount — many companies start at ₹1 lakh authorised and ₹10,000 paid up. The authorised capital you declare does affect the MCA fee and the state stamp duty, so declaring far more than you need costs money at incorporation.

How long does company registration take in India?

Seven to twelve working days in the normal case: one to two days for the digital signatures, two to three for name approval, and three to seven for the incorporation itself once filed. The two things that extend it are a name that gets refused and address proof that does not match, both of which we check before filing.

Can a foreign national be a director?

Yes. There is no restriction on foreign directors or on foreign shareholding in most sectors under the automatic route. What is required is at least one director who has stayed in India for 182 days or more in the previous financial year, and apostilled documents for anyone signing from outside India.

Do I need a commercial address to register?

No. A residential address can be the registered office, including a home you rent, provided you have the owner's no-objection letter and a utility bill for the premises within the last two months. What the address must be is somewhere statutory notices will actually be received.

What are the annual compliance obligations after incorporation?

A statutory audit every year from the first, AOC-4 and MGT-7 with the Registrar, DIR-3 KYC for every director by 30 September, at least four board meetings with no more than 120 days between them, and an annual general meeting. All of it is owed whether or not the company traded, which is the main reason not to incorporate before you actually need to.

Can I register a company at my home address?

Yes. A residential address is perfectly acceptable as a registered office, including a rented one, provided you hold the owner's no-objection letter and a utility bill for the premises dated within the last two months. What matters is that statutory notices sent there will actually reach you, because service at the registered address is good service whether or not anybody collected it.

What is the difference between authorised and paid-up capital?

Authorised capital is the ceiling on what the company may ever issue, declared in the memorandum. Paid-up capital is what shareholders have actually paid in. Government fees and stamp duty are charged on the authorised figure, so declaring ₹1 crore when you intend to issue ₹1 lakh costs money at incorporation for no benefit — and authorised capital can be increased later when you need it.

Do I need a company secretary?

Only above ₹10 crore paid-up capital, where a whole-time company secretary is compulsory. Below that the annual return needs certification by a practising company secretary once paid-up capital reaches ₹10 crore or turnover ₹50 crore. A small company needs neither.