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What is a Private Limited Company?
A Private Limited Company (Pvt Ltd) is the most popular business structure in India for startups, growing businesses and family-owned enterprises. Governed by the Companies Act, 2013, it is a separate legal entity from its shareholders — meaning the company can own property, enter contracts, sue and be sued in its own name.
The biggest advantage is limited liability — shareholders' personal assets are protected from the company's debts (their liability is limited to the unpaid amount on their shares). A Pvt Ltd can have 2-200 shareholders, with at least 2 directors (one of whom must be an Indian resident).
Eligibility — Who can register?
To register a Pvt Ltd in India in 2026, you need:
- Minimum 2 directors, maximum 15 (can be increased by special resolution)
- Minimum 2 shareholders, maximum 200 (same person can be both director and shareholder)
- At least one director must be an Indian resident (stayed 182+ days in India in the previous financial year)
- A unique company name that doesn't conflict with existing companies or trademarks
- A registered office address (can be residential, with NOC from owner)
- Subscribers committed to take at least 1 share each (no minimum capital required since 2015)
NRIs and foreign nationals can also be directors and shareholders, but at least one resident director is mandatory.
Documents required
Collect these documents before starting:
- Identity proof — PAN card of all directors and shareholders (mandatory)
- Address proof — Aadhaar card / Voter ID / Passport / Driving Licence (any one)
- Latest utility bill or bank statement (not older than 2 months)
- Passport-size photograph of all directors and shareholders
- Registered office proof — rent agreement + NOC from owner, OR property tax receipt if owned
- Latest electricity bill of registered office (not older than 2 months)
- For foreign nationals/NRIs — apostilled/notarised PAN/passport copies
Step-by-step registration process
The entire process is online through the MCA portal. Here are the 6 steps:
Step 1: Obtain DSC (Digital Signature Certificate)
Apply for Class 3 DSC for at least one director. Cost: ~₹1,000-1,500. Time: 1 working day.
Step 2: Name Reservation (SPICe+ Part A)
File SPICe+ Part A on the MCA portal (mca.gov.in) with two preferred company name options. The RoC checks for similarity with existing companies and trademark conflicts. Approval typically in 1-2 working days.
Step 3: Draft MOA and AOA
Memorandum of Association (MOA) defines the company's objects and Articles of Association (AOA) defines internal management rules. These are now electronic (eMOA and eAOA).
Step 4: File SPICe+ Part B (INC-32)
The integrated incorporation form combines name approval, company incorporation, DIN allotment, PAN, TAN, GSTIN, EPFO, ESIC and even bank account opening in a single application. Attach eMOA, eAOA, AGILE-PRO (INC-35) and director declarations.
Step 5: RoC review and Certificate of Incorporation
The RoC examines the application in 3-5 working days. If approved, you receive the Certificate of Incorporation with the CIN, PAN and TAN.
Step 6: Bank account and post-incorporation compliances
Open a current bank account using the CoI + PAN. File INC-20A (Commencement of Business) within 180 days. Hold the first board meeting within 30 days of incorporation.
Total cost — professional + government fees
Total cost varies based on authorised capital and state:
- Professional fee — ₹6,000-15,000 depending on CA firm
- DSC (2 directors) — ~₹2,000
- Government filing fee (SPICe+) — ₹500
- Stamp duty — ₹2,000-15,000 depending on state (Maharashtra ~₹1,500, Delhi ~₹500, Gujarat ~₹2,000, Karnataka ~₹500)
- Notary & miscellaneous — ₹500
Total typical cost: ₹10,000-25,000 for a startup with ₹1-10 lakh authorised capital.
Timeline — How long does it take?
Under normal conditions:
- DSC: 1 working day
- Name reservation: 1-2 working days
- Document preparation: 1-2 working days
- SPICe+ filing & RoC approval: 5-7 working days
- Total: 7-12 working days from start to Certificate of Incorporation
Delays can happen if the RoC raises queries or documents need rectification. Choosing a unique name helps avoid name rejection.
What happens after incorporation? — First 180 days
Many founders forget post-incorporation compliances. Within 180 days of incorporation, complete these:
- Deposit subscription money in company bank account (within 60 days of allotment)
- File INC-20A — Declaration for Commencement of Business (mandatory; penalty ₹50,000 + ₹1,000/day if missed)
- Hold first board meeting within 30 days
- Appoint statutory auditor within 30 days (file ADT-1)
- Issue share certificates within 60 days
- Maintain statutory registers (members, directors, charges)
- Apply for GST, MSME, Trade Licence etc. as applicable