Private Limited Company Registration Process in India

Quick answer

Register a private limited company through SPICe+ on the MCA portal. Get a digital signature for each director, reserve the name in Part A, then file Part B with the linked eMoA, eAoA, AGILE-PRO-S and INC-9. The Registrar issues a certificate of incorporation carrying your CIN, PAN and TAN. Clean applications take about 7 to 15 working days.

Who this guide is for

You are two or more people about to incorporate in India, and you want to know what actually happens rather than what a landing page says happens. It is written for the founder who will sign the forms, not for the professional who files them — though it names every form, rule and section so that your professional can be held to it.

If you have not yet settled on a structure, stop here and read private limited company vs LLP first. The structure decision drives your compliance bill for years, and switching later is a separate exercise. If you are a single founder with no co-founder, one person company registration is the closer fit. If a foreign parent will own the shares, the route is the same SPICe+ form but the attestation rules change, and Indian subsidiary registration covers those.

The short version of the whole process

Registering a private limited company in India is now a largely online, integrated process built around a single form called SPICe+. Knowing the sequence in advance is what keeps it to a couple of weeks rather than a month of back-and-forth.

Total, on a clean application: roughly 7 to 15 working days. That is not a promise, and nobody can honestly give you one — SPICe+ is processed in non-STP mode, which is MCA's own term for "a human being at the Registry reads this". Document quality, not portal speed, is what decides your date.

What you need before you start

At a minimum you need at least two directors and two shareholders (an individual can be both), a digital signature certificate for the directors, and a registered office address with proof. Decide your proposed company names and main business activity early, because name approval is where many applications first stumble.

That is the checklist. Underneath it are five decisions that quietly shape everything else, and getting them right before you touch the portal is most of the job.

Decision 1 — who the directors and shareholders will be

Section 149(1)(a) of the Companies Act, 2013 requires a private company to have a minimum of two directors, with a maximum of fifteen unless the members pass a special resolution. Section 2(68) requires at least two members. The same two people can fill both roles, which is why a two-person startup incorporates comfortably.

There is one requirement founders routinely discover late. Section 149(3) says every company must have at least one director who stays in India for not less than 182 days during the financial year, and for a newly incorporated company that test applies proportionately at the end of the financial year in which it is incorporated. If both your founders live abroad, you need a plan for this before you file, not after.

Decision 2 — the registered office

Section 12(1) requires the company to have a registered office within thirty days of its incorporation and at all times thereafter — a deadline that used to be fifteen days and was relaxed by the Companies (Amendment) Act, 2017. Section 12(2) requires verification of that office to be filed with the Registrar within thirty days.

In practice you supply the address in SPICe+ itself, and MCA's guidance is explicit that form INC-22 is not needed separately if the company is registered at the same address given for correspondence. If the registered address is different, INC-22 goes in within 30 days.

A residential address is fine. What is not fine is weak proof, and this is the single most common reason applications come back — covered in detail further down.

Decision 3 — authorised capital

There is no minimum paid-up capital for a private limited company; that requirement was removed by the Companies (Amendment) Act, 2015. But you must state an authorised capital in the memorandum, and that number is not cosmetic. It drives two costs at once: the MCA form fee and the stamp duty on your memorandum and articles.

The MCA form fee is currently nil for authorised capital up to ₹15,00,000, so most founders pay nothing there. Stamp duty is a different matter — it is state law, and in some states it scales directly with authorised capital. Setting ₹10,00,000 instead of ₹1,00,000 "for headroom" costs nothing extra in Karnataka or West Bengal and several thousand rupees in Gujarat, Rajasthan or Delhi. Work it out for your state before you type the number. Our cost calculator models it, and the companion fees guide carries the full state-by-state matrix.

Decision 4 — the name

Name approval is where most applications first stumble, and it is worth its own section. See "How the name actually gets approved" below.

Decision 5 — the objects clause and NIC code

Your main object in the memorandum has to match the activity you declare and the NIC industrial activity code you pick. MCA lists a mismatch between the objects and the NIC code as a rejection ground in its own guidance. Vague objects are also a rejection ground. Write the object as a description of what the business will actually do, and pick the code that fits it — not the other way round.

What SPICe+ actually is

SPICe+ stands for Simplified Proforma for Incorporating Company Electronically Plus. Since 23 February 2020, every new company must apply for name reservation and incorporation through it.

It has two parts:

• Part A reserves the name. It can be filed on its own, or together with Part B.
• Part B does everything else. MCA lists the services it delivers: incorporation, DIN allotment, mandatory PAN, mandatory TAN, mandatory EPFO registration, mandatory ESIC registration, mandatory professional tax registration for companies in Maharashtra, Karnataka and West Bengal, mandatory opening of a bank account, optional GSTIN allotment, and Shops and Establishment registration for companies in Delhi.

Around Part B sit the linked forms, which MCA requires to be uploaded in a fixed sequence:

1. eMoA (INC-33) — the electronic memorandum of association, where applicable
2. eAoA (INC-34) — the electronic articles of association, where applicable
3. URC-1 — only where an existing firm or LLP is converting into a company
4. AGILE-PRO-S (INC-35) — mandatory in all cases
5. INC-9 — the declaration by subscribers and first directors, where applicable

AGILE-PRO-S carries the registrations MCA does not itself grant: GSTIN, ESIC, EPFO, professional tax in the three states named above, the company bank account, and the Delhi Shops and Establishment number. It exists because of rule 38A of the Companies (Incorporation) Rules, 2014, inserted in March 2019 specifically to bolt those registrations onto incorporation.

INC-9 is auto-generated as a PDF and submitted electronically in all cases, except where the total number of subscribers and directors exceeds twenty, or where any of them has neither a DIN nor a PAN.

Documents required

Each director and shareholder provides PAN, identity proof and address proof, with passport and additional proof for foreign nationals. For the registered office you provide a recent utility bill and, if rented, the rent agreement and the owner's no-objection.

In full, by group:

For every director and subscriber

• PAN card (mandatory for Indian nationals)
• Identity proof — Aadhaar, passport, voter ID or driving licence
• Address proof — recent bank statement or utility bill; MCA rejects stale address proof, so keep it current
• Passport-sized photograph
• Digital signature certificate, once the number of subscribers and directors is up to twenty and each has a DIN or PAN

For the registered office

• Recent utility bill for the premises, legible and showing the complete address
• Rent or lease agreement, if the premises are rented
• No-objection certificate from the owner
• Where the utility bill is in a vernacular language, an English translation

For the company itself

• Two proposed names in order of preference, if you are filing Part A separately
• A clear description of the main business activity, and the matching NIC code
• Authorised and subscribed capital, and the number of shares each subscriber takes
• Memorandum and articles, electronically as INC-33 and INC-34 in the standard case

Additional, for a foreign subscriber or director

• Passport, mandatorily
• Identity and address proof notarised and, depending on the country, apostilled under the Hague Convention or consularised
• A valid business visa with arrival stamps, or OCI, where the individual is a foreign national subscribing to the memorandum
• Where the subscriber is a foreign body corporate, the certificate of incorporation, board resolution naming the shares subscribed and the authorised representative, and physically signed apostilled MoA and AoA rather than the electronic versions

That last point is a genuine fork in the road. Electronic eMoA and eAoA are mandatory where subscribers are Indian nationals, or foreign nationals who hold a valid DIN and DSC and can produce a business visa, or non-individual subscribers resident in India. Where a non-individual first subscriber is based outside India, or a foreign individual subscriber has no valid business visa, physical MoA and AoA must be signed and attached instead. You cannot mix the two: if any subscriber requires the physical route, every subscriber goes physical.

Our documents checklist for company registration goes through the same list from the perspective of collecting them.

The SPICe+ process, step by step

1. Obtain a Digital Signature Certificate for each proposed director.
2. Reserve the name in Part A of SPICe+, offering options and a clear activity description.
3. Complete Part B with company details, capital, directors and the registered office.
4. File the linked forms together — the memorandum and articles (e-MoA and e-AoA), the AGILE-PRO form for GST, EPFO, ESIC and bank account, and the application for director identification numbers.
5. On approval, the Registrar issues the certificate of incorporation with the company's PAN and TAN.

Here is what each of those five steps involves in practice.

Step 1 — digital signatures

A DSC is a cryptographic credential issued by a Certifying Authority licensed under the Information Technology Act. Every subscriber and director signs the forms with one. Note the sequencing quirk: first directors who do not yet have a DIN associate their DSC on the MCA portal under the role "authorised representative", using their PAN. Once the DIN is allotted on approval of SPICe+, the DSC is re-mapped against the DIN using the portal's "Update DSC" service.

There is no government-fixed price for a DSC. It is a commercial service, priced by the Certifying Authority. Any provider who buries it inside an all-in figure is hiding the one line item where prices genuinely differ. If you need one on its own, we handle digital signature certificates as a standalone service.

Step 2 — name reservation in Part A

Filed under section 4 of the Companies Act read with rules 8 and 9 of the Companies (Incorporation) Rules, 2014. The Central Registration Centre processes it.

Two mechanics matter:

• If you file Part A separately to reserve a name first, you may propose a maximum of two names, and CRC will approve and reserve one of them for 20 days from the date of approval. A separate Part A filing costs ₹1,000.
• If you file Part A and Part B together, only one name can be entered — and no separate name-reservation fee arises.

Reserving separately buys you certainty on the name before you spend effort on the rest. Filing together saves ₹1,000 and a round trip. For most founders who are confident about the name, filing together is the better trade.

If 20 days will not be enough, the validity can be extended for a fee: ₹1,000 to take it from 20 to 40 days, ₹2,000 from 40 to 60 days, or ₹3,000 straight from 20 to 60 days. That is handled through a separate portal function, not inside the Part A form.

One trap: if you have a name reserved and want to re-apply for the same name — because the category was wrong, or there was a spelling error — you must withdraw the existing reservation first. A name that is already reserved and unexpired is treated as undesirable, so re-applying without withdrawing simply fails. Withdrawal is done by application to the CRC escalation address with an affidavit and the applicant's KYC.

Step 3 — Part B

Part B carries the company's details: class, category and sub-category; authorised and subscribed capital; the number and value of shares each subscriber takes; the registered office; and the particulars of every director and subscriber.

Three fields cause most of the trouble:

• Capital clause. The authorised capital in Part B must match the authorised capital in the MoA exactly. So must the subscribed capital, and the number of shares against each subscriber's name. The nominal value of a share must never be entered as zero.
• Objects clause. The objects approved in Part A must be in consonance with the objects in the MoA. Where the name signals finance, leasing, chit fund, investment or securities activity, rule 8(a)(1)(g) requires the name to reflect the activity and the objects to support it.
• Registered office clause. The address in the form must match the attached proof, character for character.

A useful piece of portal behaviour: a saved SPICe+ application can be edited and re-generated up to five times after the PDF has been produced and DSCs affixed, without filing the whole thing again. Use it. It is far cheaper than a resubmission.

Step 4 — the linked forms and the challan

The linked forms go up in the sequence given earlier. Two things then happen at once.

First, MCA generates a single consolidated challan covering the SPICe+ form fee, the MoA fee, the AoA fee, PAN, TAN and — where relevant — the URC-1 fee. That challan is the most honest itemisation of government cost you will see, and it is why a quote that shows one all-in number is telling you less than the government does.

Second, the stamp duty on the incorporation form, the memorandum and the articles is computed and collected electronically through MCA21 at the rate applicable to the state where the registered office sits. This is where most of the government cost lives for a small company, and it is entirely state law.

Step 5 — approval, or a resubmission

SPICe+ is processed in non-STP mode. A person reviews it. If it is clean, the Registrar issues the certificate of incorporation, which carries the CIN and — because MCA21 is integrated with the CBDT — the PAN and TAN allotted by the Income Tax Department. MCA has clarified that the PAN and TAN printed on the certificate are themselves sufficient proof of PAN and TAN; there is no separate laminated card to wait for.

DIN is allotted to the first directors as part of the same approval, for up to three directors through SPICe+.

If it is not clean, it comes back. That is the next section.

How the name actually gets approved

Founders lose more days here than anywhere else, and almost all of it is avoidable. MCA publishes the grounds on which a name application is rejected. In substance they are:

• The name is identical to, resembles, or is phonetically similar to an existing company or LLP. Note that an LLP name blocks a company name and vice versa.
• The name is identical to a name that is currently reserved and unexpired — someone else's reservation blocks yours for its 20 days.
• The name includes a registered trade mark without the owner's consent, plus the owner's KYC bearing signatures. Where the trade mark owner is a body corporate, that consent must come as a board resolution with KYC documents.
• The wrong class, category or sub-category has been selected in the form.
• The NIC activity code does not match the objects attached in Part A.
• The name is descriptive — it is made only of commonly used words with no distinctive prefix or suffix.
• An abbreviation carries no explained significance.
• The name signals a regulated activity that the objects do not support, or vice versa — the finance, leasing, chit fund, investment and securities rule.
• A regulator's in-principle approval is missing, where the objects include insurance agency or broking. Names using words such as "Bank", "Banking", "Insurance", "Venture Capital" or "mutual fund" need the relevant regulator's approval.
• Central Government approval is missing for words listed in section 4(3)(b) — among them Board, Commission, Authority, National, Union, Central, Federal, Republic, President, Municipal, Panchayat, Development Authority, Prime Minister, Chief Minister and Minister.

There is also a mechanical point worth knowing: for activity codes 36, 74 and 93 — which cover a wide spread of activities — MCA says a trade mark check is not possible from the code alone, so specific objectives must be mentioned or attached, otherwise the form goes for rejection.

Practical advice that costs nothing: pick a coined or distinctive word rather than a descriptive one, run it against both the company register and the trade mark register before filing, and write your object clause first so the name can be chosen to match it. If you would rather not run this yourself, company name approval is a standalone service.

Timeline, and what actually causes delay

A clean application is usually incorporated in about 7 to 15 working days.

Where the days actually go:

Nobody can guarantee a date. Any provider who does is either guessing or misleading you.

Worked cost example

Government charges only. Professional fees are separate and are covered in the fees and cost guide.

Assumptions, all of which change the answer if you change them:

• Private company limited by shares, not a section 8 company
• Two subscribers who are also the two directors, both Indian nationals, neither holding a DIN
• Authorised and subscribed capital ₹1,00,000
• SPICe+ Part A filed together with Part B, so no separate name-reservation fee
• eMoA and eAoA used, not physical documents
• Registered office in the state shown

Read that bottom row again. The same company, same capital, same paperwork — and a twenty-fold difference in government cost, driven entirely by which state the registered office sits in. Add DSCs at actuals and your professional's fee on top.

Two more line items sit outside the table because they are conditional, not standard: ₹1,000 if you reserve the name separately in Part A first, and ₹500 for a standalone DIN application under DIR-3 if a director needs a DIN outside the incorporation.

Private limited vs LLP vs OPC

The two residence tests are genuinely different numbers — 182 days for a company director under section 149(3), 120 days for an LLP designated partner under section 7 of the LLP Act since 1 April 2022 — and they are commonly conflated. If your team is internationally distributed, check the right one. LLP registration covers the LLP side in the same depth.

Why applications get sent back, and how to fix each one

MCA publishes its own grounds. These are not inferred from experience; they are the Registry's stated reasons. Grouped by cause, with the fix.

Registered office

This is the single largest category. Spend an hour on it and you will very likely avoid the only resubmission you were going to have.

Directors and subscribers

Documents and form mechanics

That last row is the one to fear. Almost everything else comes back as a resubmission; this one can be rejected outright.

How resubmission works

• Rule 38 allows two resubmissions to remove defects in SPICe+ forms. You do not have unlimited attempts.
• When you resubmit, every linked form must be regenerated by clicking Submit again and downloading a fresh PDF, even where nothing in that form changed. The system refuses old PDFs and returns a "form is not pre-scrutinised" error.
• If the resubmission remark asks for eMoA and eAoA but the link is not showing on your dashboard, it is because the physical MoA and AoA are still attached. Remove them and the link appears.
• Where a form has been cancelled for non-resubmission, restoring it is a helpdesk matter, not a re-filing.

After incorporation: the deadlines that actually bind

Incorporation is the start, not the finish. Within the first months you must file INC-20A to declare commencement of business, appoint a statutory auditor, and assess GST, professional-tax and other registrations.

Here is the full first-year calendar, with the provision behind each date.

What it costs to miss them

The INC-20A one deserves emphasis because it is silent. Nothing stops you trading on day one — but if you do, you are trading in breach of section 10A(1), the penalty accrues daily against your officers, and the Registrar has an express power to strike the company off. It is a form that takes twenty minutes and a fee of ₹200 to ₹600 depending on your capital.

We run this calendar for clients as post-incorporation compliance, and the same ground is covered from a different angle in our post-incorporation compliance checklist. Annual filings themselves sit under ROC annual filing, and director KYC under DIR-3 KYC.

Registrations to assess, not assume

• GST is optional inside AGILE-PRO-S. Whether you need it depends on turnover, inter-state supply, e-commerce and the rest of the GST tests, not on the fact that you incorporated. GST registration covers when it actually bites.
• EPFO and ESIC registration is compulsory through AGILE-PRO-S for every company incorporated since 23 February 2020, and those numbers are no longer issued separately by the agencies. Registration is not the same as liability: MCA states that compliance is not required until the company crosses the thresholds in those laws. In ESIC non-implemented areas, ESIC registration does not apply at all.
• Professional tax registration goes through AGILE-PRO-S only for companies registered in Maharashtra, Karnataka and West Bengal. Elsewhere it is a separate state process where applicable.
• Shops and Establishment registration is available inside SPICe+ only for Delhi. MCA recommends opting for it, because the Delhi labour portal does not provide first-time registration afterwards.
• A bank account is opened through AGILE-PRO-S for every company incorporated since 23 February 2020, at no additional MCA fee, through one of the integrated banks.

Common mistakes

• Treating name approval as a formality. It is the step with the highest failure rate and the cheapest fix.
• Setting a high authorised capital "for later" without checking what stamp duty that triggers in your state.
• Assuming the registered-office NOC can come from the tenant. It has to come from the owner named on the ownership document and the utility bill.
• Letting an address proof go stale between collecting documents and filing.
• Filing Part A separately out of habit and paying ₹1,000 you did not need to pay.
• Forgetting that the objects, the NIC code and the name all have to agree with one another.
• Believing incorporation is the end of the process. The first Board meeting and the first auditor are both due within 30 days.
• Not paying in the subscription money before filing INC-20A. The declaration says every subscriber has paid for their shares; it is not a forward-looking statement.
• Reading an all-in price as the government's price. Only your professional's fee is fixed by your provider.

What a good quote looks like

The cost is a mix of government and stamp-duty charges (which vary by state and authorised capital), the DSC cost, and the professional fee — these are separate line items, and any quote should show them transparently.

Concretely, a quote you can trust separates: the SPICe+ form fee, the stamp duty on the incorporation form, the memorandum and the articles, PAN, TAN, name reservation if any, DSC at actuals, and the professional fee. That is not an unusual ask — it is the same set of heads MCA itself puts on the consolidated challan. The fees and cost guide builds the whole thing up line by line, with a state-by-state stamp-duty matrix.

Where to go from here

Get name approval and the registered-office proof right and the rest of SPICe+ flows cleanly. Government fees, stamp duty and timelines vary by state and change over time — confirm the current position before filing.

If you want the filing handled end to end, with government charges shown separately from our fee and the first-year calendar set up before you need it, start with private limited company registration. If you are still weighing the structure, run the numbers on the company registration cost calculator first — the difference between a company and an LLP over three years is usually larger than the difference on day one.

Sources and currency

Applies to: Positions in force for FY 2026-27, India (Companies Act, 2013 and the rules made under it). Government fees, state stamp duty and processing timelines change by notification — confirm the current position before you file.

Every figure and deadline below was read from the Ministry of Corporate Affairs' own published documents or from the bare text of the Companies Act, 2013 on India Code. Where a source is stale or a rate is set by a state rather than by MCA, the article says so instead of filling the gap with an estimate.

• Companies Act, 2013 — s.4 (memorandum and company name)
• Companies Act, 2013 — s.10A (commencement of business, 180 days, penalty)
• Companies Act, 2013 — s.12 (registered office, 30 days, penalty)
• Companies Act, 2013 — s.92 (annual return, 60 days, penalty)
• Companies Act, 2013 — s.96 (first AGM within nine months)
• Companies Act, 2013 — s.137 (financial statements, 30 days, penalty)
• Companies Act, 2013 — s.139 (first auditor within 30 days)
• Companies Act, 2013 — s.149 (minimum directors; 182-day resident director)
• Companies Act, 2013 — s.173 (first Board meeting within 30 days)
• MCA — FAQs on Incorporation and Allied Matters (SPICe+)
• MCA — Instruction Kit for SPICe+ (INC-32)
• MCA — Instruction Kit for webform SPICe+ Part A (name reservation)
• MCA — Instruction Kit for Form No. INC-20A
• MCA — Instruction Kit for Form No. DIR-3-KYC
• MCA — Ease of Doing Business initiatives (zero fee up to ₹15,00,000 authorised capital)
• MCA — Annexure, Table of Fees (Companies (Registration Offices and Fees) Rules, 2014)