Private limited company registration in India is done online on the MCA portal through one integrated form, SPICe+ (INC-32), which also issues the company's PAN, TAN and the directors' DINs. You need at least two shareholders, two directors (one of whom stays in India for at least 182 days in the financial year) and a registered office you can prove. Up to ₹15 lakh of authorised capital there is no MCA registration fee, so the government cost is ₹1,000 for the name plus state stamp duty: ₹5,000 in all for a ₹10 lakh company in Maharashtra.
Who can register a private limited company in India?
Any two or more persons, individuals or companies, Indian or foreign, can form a private limited company for a lawful purpose. It needs 2 to 200 members, 2 to 15 directors (more by special resolution), and at least one director who stays in India for 182 days or more in each financial year, applied proportionately in the year of incorporation.
- No minimum capital. The Companies (Amendment) Act 2015 deleted the ₹1 lakh minimum paid-up capital from 29 May 2015.
- What makes it private. Its articles restrict share transfers and bar public invitations. Employees, and former employees who joined as members while employed, do not count towards the 200 limit.
- Directors. Every director needs a DIN (section 152(3)); SPICe+ allots one to up to three proposed directors who have none.
- Foreign shareholders. Each subscriber declares in SPICe+ whether government approval under the FEMA (Non-debt Instruments) Rules 2019 is needed. A foreign parent follows the Indian subsidiary route, and a single founder forms a One Person Company.
What documents are needed for Pvt Ltd registration?
Each director and shareholder gives an identity proof and a residential proof (voter ID, passport, driving licence or Aadhaar), plus a PAN if Indian. For the registered office, SPICe+ Part B asks for the conveyance, lease deed or rent agreement with rent receipts, an NOC from the owner where applicable, and a utility bill not older than two months.
| Document | From whom | What the form expects |
|---|---|---|
| Identity and residential proof, PAN | Every subscriber and director | Foreign nationals use a passport; existing DIN holders are pre-filled from the DIN record |
| Title or tenancy document | The company | Conveyance, lease deed or rent agreement with rent receipts |
| Owner's NOC | The company | Needed where the premises belong to someone else |
| Utility bill | The company | Not older than two months |
| Board resolution | A company that subscribes | A foreign company also attaches its certificate of incorporation |
| Digital signature (DSC) | Directors and subscribers | The e-MoA and e-AoA are signed digitally |
Watch out. The CA, CS or cost accountant who certifies SPICe+ declares that they personally visited the proposed registered office and verified that it will function for the company's business. A mailbox-only address can fail that check, and section 12(9) lets the Registrar physically verify the office if it suspects the company is not operating.
Private limited company registration process, step by step
The process has five stages on the MCA portal: digital signatures, name reservation in SPICe+ Part A, the Part B application with its linked forms, certification and filing, and approval by the Central Registration Centre (CRC), which issues the certificate of incorporation with the CIN, PAN and TAN.
- Get DSCs for every director and subscriber.
- Reserve the name in SPICe+ Part A. Propose up to two names, or one if Part A and Part B are filed together; MCA's SPICe+ guide says the ₹1,000 fee is payable for each name. An approved name is held for 20 days; an extension costs ₹1,000 (to 40 days), ₹3,000 (to 60 days) or ₹2,000 (40 to 60 days). Test names with the company name checker.
- File SPICe+ Part B with the capital, subscribers, directors, registered office and stamp duty details.
- Attach the linked forms: e-MoA (INC-33), e-AoA (INC-34) and AGILE-PRO-S (INC-35). MCA's own SPICe+ guide says EPFO and ESIC registration and a bank account application are mandatory for every new company; GSTIN is optional in the same form.
- Certify and submit. A CA, CS or cost accountant in whole-time practice certifies the form, a director signs it, and the fee and stamp duty are paid online.
The PIB release of 19 August 2025 counts eleven services in this one filing, among them profession tax registration in Mumbai, Kolkata and Karnataka.
How much does private limited company registration cost?
Up to ₹15 lakh of authorised capital there is no MCA registration fee and no SPICe+ fee, so you pay ₹1,000 for the name plus your state's stamp duty on the MoA and AoA. Above ₹15 lakh the full Table of Fees applies, so it usually pays to start at or below ₹15 lakh and raise capital later.
| Authorised capital (Maharashtra) | Government cost | Made up of |
|---|---|---|
| ₹1 lakh | ₹2,300 | Name ₹1,000, MoA duty ₹1,000, AoA duty ₹300 |
| ₹5 lakh | ₹3,500 | Name ₹1,000, MoA duty ₹1,000, AoA duty ₹1,500 |
| ₹15 lakh | ₹6,500 | Name ₹1,000, MoA duty ₹1,000, AoA duty ₹4,500 |
| ₹50 lakh | ₹1,73,500 | Registration fee ₹1,56,000, SPICe+ ₹500, name ₹1,000, MoA ₹1,000, AoA ₹15,000 |
A company that stays a small company for its first year pays the lower table above ₹15 lakh: ₹99,500 in all at ₹50 lakh. Ofin's fee starts at ₹8,999, and its packages include the government fee and stamp duty. For another state or capital, the incorporation fee and stamp duty calculator shows every line.
How long does company registration take?
MCA's SPICe+ guide says the Central Registration Centre was set up to process name and incorporation applications within one day, but resubmissions add time. With Ofin, incorporation typically takes 7 to 10 working days, depending on MCA processing and how quickly documents and signatures come in. Filing Part A and Part B together avoids a second wait after the name is approved.
Common reasons for rejection or delay
Check three things before filing: the name, the office papers and each director's status. The signatory also declares in SPICe+ that MCA records and the trademark register were searched.
- Name. Too close to an existing company, LLP or trademark, or using words that need approval.
- Office proof. A utility bill older than two months or not in the owner's name, or a missing NOC.
- Director status. A DIN deactivated for a missed DIR-3 KYC must be re-activated first, with a ₹5,000 late fee.
- Land-border nationals. A proposed director who is a national of a country sharing a land border with India needs Ministry of Home Affairs security clearance attached to SPICe+.
- Regulated activities. The director declares that the company will not start business needing RBI, SEBI or other regulator approval until it has that approval.
What happens after incorporation?
The first board meeting and the board's appointment of the first auditor are due within 30 days. Within 180 days a director files INC-20A, declaring that every subscriber has paid for their shares, and until then the company must not start business or borrow.
- INC-20A details. The form asks for the bank account that received the subscription money and a photograph of the office, outside and inside, with at least one director or key managerial person. Missing it costs a ₹50,000 penalty, ₹1,000 a day per officer in default up to ₹1 lakh, and can lead to strike off (section 10A).
- Name board and stationery. Section 12(3) requires the name and registered office address outside every office, and the name, address and CIN on letterheads and bills.
- Annual filings. The first AGM falls due within nine months of the end of the first financial year, followed by AOC-4 and MGT-7 or MGT-7A. The ROC compliance calendar lists your dates.
- Director KYC. DIR-3 KYC is now filed once every three years by 30 June.
What changed for company registration in 2025 and 2026?
Three changes affect new companies: wider small-company limits from 1 December 2025, DIR-3 KYC once every three years, and new Registrar of Companies offices from 16 February 2026. A pending Bill proposes more.
- Small company. Paid-up capital up to ₹10 crore and turnover up to ₹100 crore under G.S.R. 880(E), which decides the lower fee table and the shorter MGT-7A.
- DIR-3 KYC. Directors who have completed KYC are next due by 30 June 2028.
- New ROCs. ROC Mumbai was split into Mumbai-I, Mumbai-II (at Navi Mumbai) and a new ROC Nagpur; see company registration in Mumbai.
- Proposals only. The Corporate Laws (Amendment) Bill 2026, introduced in Lok Sabha on 23 March 2026, proposes needing the professional's declaration only where one is engaged, an appeal against the Registrar's name and incorporation decisions, and small-company ceilings of ₹20 crore paid-up capital and ₹200 crore turnover.
How Ofin handles private limited company registration
Ofin's CAs, CSs and legal professionals file everything 100% online: DSCs and DINs for two directors, name approval, MoA and AoA, PAN, TAN, PF and ESI, with the government fee and stamp duty included. Packages start at ₹8,999; higher ones add GST, Udyam and first-year compliance. Expect a reply within 24 hours: get a fixed-price proposal.
