Step-by-Step Guide
What is a Private Limited Company?
A Private Limited Company is a business structure regulated under the Companies Act, 2013. It is owned by shareholders, managed by directors, and is treated as a separate legal entity — meaning the company can own assets, enter into contracts, and be sued independently of its owners.
Key features:
- Minimum 2 directors and 2 shareholders (can be the same people)
- Maximum 200 shareholders
- Shares cannot be offered to the general public
- Limited liability — personal assets of directors/shareholders are protected
A Private Limited Company is a business structure regulated under the Companies Act, 2013. It is owned by shareholders, managed by directors, and is treated as a separate legal entity — meaning the company can own assets, enter into contracts, and be sued independently of its owners.
Key features:
- Minimum 2 directors and 2 shareholders (can be the same people)
- Maximum 200 shareholders
- Shares cannot be offered to the general public
- Limited liability — personal assets of directors/shareholders are protected
Why Register as a Private Limited Company?
Before we get into the steps, here's why most startups and growing businesses in India choose this structure:
- Legal identity: Your company exists independently of you
- Limited liability: Your personal savings and property are not at risk if the business faces losses
- Investor-ready: VCs, angel investors, and banks prefer Pvt Ltd companies
- Credibility: Clients and vendors trust a registered company over a proprietorship
- Easy to transfer ownership: Shares can be transferred without legal complications
- Tax benefits: Companies enjoy lower tax rates and can claim more deductions than individuals
Before we get into the steps, here's why most startups and growing businesses in India choose this structure:
- Legal identity: Your company exists independently of you
- Limited liability: Your personal savings and property are not at risk if the business faces losses
- Investor-ready: VCs, angel investors, and banks prefer Pvt Ltd companies
- Credibility: Clients and vendors trust a registered company over a proprietorship
- Easy to transfer ownership: Shares can be transferred without legal complications
- Tax benefits: Companies enjoy lower tax rates and can claim more deductions than individuals
Eligibility — Who Can Incorporate a Private Limited Company?
To register a Private Limited Company in India, you must meet these basic conditions:
| Details | |
| Minimum directors | 2 (at least one must be an Indian resident) | |
| Maximum directors | 15 (can be increased by special resolution) | |
| Minimum shareholders | 2 | |
| Maximum shareholders | 200 | |
| Minimum paid-up capital | No minimum requirement (as of 2026) | |
| Age of directors | Must be at least 18 years old | |
| DIN required | Yes — Director Identification Number for each director |
There is no requirement for directors and shareholders to be Indian citizens — foreign nationals can be directors and shareholders in an Indian Pvt Ltd company.
Documents Required for Registration
Collect these documents before you begin the process. Having them ready upfront saves time and avoids delays.
For Directors and Shareholders
- PAN Card (mandatory for Indian nationals)
- Aadhaar Card (for identity and address verification)
- Passport (mandatory for foreign nationals)
- Passport-size photograph (recent, white background)
- Mobile number and email address linked to Aadhaar (for OTP verification)
For Registered Office Address
- Utility bill (electricity, water, or gas) — not older than 2 months
- NOC (No Objection Certificate) from the property owner if the office is rented or owned by someone else
- Rent agreement (if the premises are rented)
Other Documents
- Digital Signature Certificate (DSC) — required for signing all MCA forms online
- Director Identification Number (DIN) — obtained during the SPICe+ filing process
Step-by-Step Process: Registering a Private Limited Company in India
Step 1 — Obtain Digital Signature Certificates (DSC)
The entire incorporation process is online through the MCA (Ministry of Corporate Affairs) portal. Every director must have a valid Digital Signature Certificate (DSC) to sign e-forms.
What to do:
Coinquire tip: We handle DSC procurement for all directors as part of our incorporation package — no technical hassle for you.
- Apply for Class 3 DSC from a certified provider (e.g., eMudhra, Sify, NSDL)
- DSC is issued within 1–2 working days
- Cost: approximately ₹1,000–₹1,500 per DSC
Coinquire tip: We handle DSC procurement for all directors as part of our incorporation package — no technical hassle for you.
The entire incorporation process is online through the MCA (Ministry of Corporate Affairs) portal. Every director must have a valid Digital Signature Certificate (DSC) to sign e-forms.
What to do:
Coinquire tip: We handle DSC procurement for all directors as part of our incorporation package — no technical hassle for you.
- Apply for Class 3 DSC from a certified provider (e.g., eMudhra, Sify, NSDL)
- DSC is issued within 1–2 working days
- Cost: approximately ₹1,000–₹1,500 per DSC
Coinquire tip: We handle DSC procurement for all directors as part of our incorporation package — no technical hassle for you.
Step 2 — Apply for Director Identification Number (DIN)
Every director of a company must have a unique DIN issued by the MCA. As of 2022, DIN is allocated directly through the SPICe+ form at the time of incorporation — you no longer need to apply separately for DIN before incorporation.
Every director of a company must have a unique DIN issued by the MCA. As of 2022, DIN is allocated directly through the SPICe+ form at the time of incorporation — you no longer need to apply separately for DIN before incorporation.
For existing directors (already having DIN): No action needed. For new directors: DIN is applied via the SPICe+ form in Step 4.
Step 3 — Name Availability Search and Reservation
Your company name must be unique and should not be similar to any existing registered company or trademark.
Rules for choosing a company name:
- Must include "Private Limited" at the end (e.g., "Coinquire Solutions Private Limited")
- Cannot be identical or too similar to an existing company name
- Cannot contain words like "National," "Government," or "India" without special approval
- Should reflect the main business activity
How to check name availability:
- Visit the MCA portal: mca.gov.in
- Use the "Company/LLP Name Search" tool
- Apply for name reservation using the RUN (Reserve Unique Name) form — costs ₹1,000
The MCA approves name reservations within 1–3 working days. You can apply for two name choices at a time.
Step 4 — File the SPICe+ Form (Simplified Proforma for Incorporating Company Electronically Plus)
SPICe+ is the main incorporation form. It is a comprehensive, integrated form that handles multiple applications at once:
- DIN allotment for new directors
- Name reservation (if not done separately via RUN)
- Company incorporation
- PAN and TAN application
- GST registration (optional, can be done simultaneously)
- Opening a company bank account (via AGILE-PRO-S)
- EPFO and ESIC registration
- Professional Tax registration (Maharashtra only)
- Udyam (MSME) registration
Documents to attach with SPICe+:
- MOA (Memorandum of Association) — eMOA (INC-33) filed electronically
- AOA (Articles of Association) — eAOA (INC-34) filed electronically
- Subscriber sheet with signatures and photographs
- Proof of registered office address
- DSC of all directors and subscribers
Step 5 — Draft and File MOA and AOA
The Memorandum of Association (MOA) defines your company's objectives and the scope of activities it can carry out. The Articles of Association (AOA) governs the internal management — how meetings are held, how decisions are made, directors' powers, etc.
Both documents are filed electronically as eMOA and eAOA through the SPICe+ form. The MOA must clearly state the "Objects Clause" — what your company will do. This is critical: activities outside the Objects Clause are not legally valid for the company.
Common mistake to avoid: Writing a vague or overly narrow Objects Clause. Work with a Company Secretary to draft an Objects Clause that covers your current and future business activities.
Step 6 — Receive Certificate of Incorporation (COI)
Once the MCA verifies and approves your SPICe+ application, you will receive:
- Certificate of Incorporation (COI) — official proof that your company exists
- Company Identification Number (CIN) — your company's unique identifier
- PAN and TAN of the company (issued along with COI)
The COI is issued digitally and is available on the MCA portal. The entire process — from DSC to COI — typically takes 7 to 15 working days when documents are in order.
Timelines
| Stage | Activity | Typical Time |
| Day 1–2 | DSC procurement | 1-2 days |
| Day 2-4 | Name availability search and reservation | 1-3 days |
| Day 4-7 | Drafting MOA, AOA, preparing documents | 2-3 days |
| Day 7-9 | Filing SPICe+ form | 1-2 days |
| Day 9 - 15 | MCA processing and COI issuance | 3–7 days |
Total estimated time: 7 to 15 working days
With professional assistance (like Coinquire), the process is significantly smoother and faster — we handle all documentation, filing, and follow-ups on your behalf.
Government Fees Breakdown
Here is a consolidated breakdown of the costs involved:
| Item | Approximate Cost |
| DSC (per director) | ₹1,000 – ₹1,500 |
| Name reservation | ₹1,000 |
| SPICe+ government filing fee | ₹200 – ₹2,000 (based on capital) |
| Stamp duty on MOA and AOA | Varies by state (₹200 – ₹5,000) |
| Professional/service charges | ₹4,000 – ₹10,000 |
| Total (approximate) | ₹7,000 – ₹15,000 |
Post-Incorporation Checklist — Must-Dos After Getting COI
Getting the Certificate of Incorporation is not the end — it's the beginning. Here are the critical compliance steps you must complete after incorporation:
Getting the Certificate of Incorporation is not the end — it's the beginning. Here are the critical compliance steps you must complete after incorporation:
1. File INC-20A — Declaration for Commencement of Business
This is mandatory for companies incorporated on or after November 2, 2018. Within 180 days of incorporation, the company must file INC-20A, declaring that every subscriber has paid for their shares and the registered office is active.
Penalty for non-filing: ₹50,000 for the company + ₹1,000 per day for each director as long as the default continues. The company cannot commence business without filing this.
This is mandatory for companies incorporated on or after November 2, 2018. Within 180 days of incorporation, the company must file INC-20A, declaring that every subscriber has paid for their shares and the registered office is active.
Penalty for non-filing: ₹50,000 for the company + ₹1,000 per day for each director as long as the default continues. The company cannot commence business without filing this.
2. Appoint the First Auditor
Within 30 days of incorporation, the Board of Directors must appoint the first statutory auditor by passing a board resolution. The auditor's appointment must be filed with the ROC using Form ADT-1.
Within 30 days of incorporation, the Board of Directors must appoint the first statutory auditor by passing a board resolution. The auditor's appointment must be filed with the ROC using Form ADT-1.
3. Open a Company Bank Account
Open a current account in the company's name. Banks will require your COI, PAN, MOA, AOA, board resolution, and KYC documents of directors.
Open a current account in the company's name. Banks will require your COI, PAN, MOA, AOA, board resolution, and KYC documents of directors.
4. Issue Share Certificates
Share certificates must be issued to all subscribers within 60 days of incorporation, showing the number of shares held and the amount paid.
Share certificates must be issued to all subscribers within 60 days of incorporation, showing the number of shares held and the amount paid.
5. Hold the First Board Meeting
The first board meeting must be held within 30 days of incorporation. Maintain proper minutes of this meeting — it is a statutory requirement.
The first board meeting must be held within 30 days of incorporation. Maintain proper minutes of this meeting — it is a statutory requirement.
6. Maintain Statutory Registers
From day one, maintain the following statutory registers:
- Register of Members (MGT-1)
- Register of Directors (MBP-1)
- Register of Charges
- Minutes Book (Board meetings and General meetings)
From day one, maintain the following statutory registers:
- Register of Members (MGT-1)
- Register of Directors (MBP-1)
- Register of Charges
- Minutes Book (Board meetings and General meetings)
