Private limited company registration in India is now a single online journey run through the Ministry of Corporate Affairs (MCA) V3 portal using an integrated web form called SPICe+ (Simplified Proforma for Incorporating Company Electronically Plus, form INC-32). One filing bundles name reservation, incorporation, director IDs, and the company PAN and TAN, and in the same submission you can register for EPFO, ESIC, profession tax, a bank account and, optionally, GST. This guide walks through the exact 2026 flow, the realistic all-in cost of roughly Rs 7,000 to Rs 25,000, the 5 to 10 working day timeline, and the post-incorporation deadlines that trip up first-time founders.
First decide the structure: Pvt Ltd vs LLP vs OPC vs sole proprietorship
Before you register anything, confirm that a private limited company is the right vehicle. Four structures dominate early-stage India, and the choice mostly comes down to liability, tax, and whether you plan to raise outside equity.
- Sole proprietorship: The simplest and cheapest to start, with no separate legal identity from the owner. That means unlimited personal liability: business debts can reach your personal assets. Profits are taxed at your individual slab rate (0 to 30 percent, plus surcharge and cess). It is hard to raise institutional funding and there is no formal MCA registration.
- One Person Company (OPC): A company owned by a single member who must nominate one nominee. It gives limited liability and a separate legal identity with just one person. Note the 2021 update: the earlier rule forcing an OPC to convert once average annual turnover crossed Rs 2 crore or paid-up capital crossed Rs 50 lakh was removed, so an OPC can now grow and convert voluntarily. The single-member design still makes it awkward to bring on co-founders or venture capital.
- Limited Liability Partnership (LLP): Needs at least two partners, offers limited liability, and carries lighter annual compliance than a company. Profits are taxed at a flat 30 percent (plus surcharge and cess). The catch: an LLP has no share capital, so it cannot issue equity shares or ESOPs, and most angels and VCs will not fund it.
- Private limited company (Pvt Ltd): Two to 200 shareholders, limited liability, and the ability to issue equity shares and employee stock options. It is the structure almost every Indian angel and venture fund expects to invest in. Domestic companies can also opt into the concessional 22 percent tax rate under Section 115BAA (plus surcharge and cess). The trade-off is heavier compliance and slightly higher setup cost.
If you want limited liability, plan to raise equity, or intend to grant ESOPs, the private limited company is the default choice. The rest of this guide assumes that path.
Before you start: minimum requirements
A private limited company needs at least two directors (maximum fifteen) and at least two shareholders (maximum 200). One director and one shareholder can be the same person. Crucially, at least one director must be a resident of India under Section 149(3) of the Companies Act, 2013, meaning they stayed in India for 182 days or more during the financial year (1 April to 31 March). This matters for foreign founders: you will need at least one India-resident director on the board. Since the Companies (Amendment) Act, 2015, there is no minimum paid-up capital, so you can incorporate with a nominal amount that suits your plan.
Step 1: Get a Digital Signature Certificate
Every proposed director and subscriber signs the incorporation forms electronically, which requires a Digital Signature Certificate (DSC). You obtain a Class 3 DSC from a licensed Certifying Authority such as eMudhra, Sify (Safescrypt) or Protean (formerly NSDL e-Governance). This step usually takes a day or two and is the one genuine prerequisite before you touch the incorporation form. Budget roughly Rs 1,500 to Rs 2,500 per person.
Step 2: Reserve your name with SPICe+ Part A
Log in to the MCA portal and open SPICe+ Part A to check and reserve your company name. You can propose up to two names in order of preference, and it helps to add a short note explaining each name's significance to your business. Keep a backup ready in case your first choice clashes with an existing company or a registered trademark. Once approved by the Central Registration Centre, the name is reserved for 20 days, within which you must file Part B to complete incorporation, or apply for a fresh reservation.
Step 3: File SPICe+ Part B for incorporation
Part B is where the company is actually created. You enter the registered office address, authorised and paid-up capital, details of the directors and subscribers, and your principal business activity using the correct NIC code. If a proposed director does not already hold a Director Identification Number (DIN), you can apply for it inside this form for up to three directors; anyone beyond that must be appointed after incorporation. The company PAN and TAN, its core tax numbers, are allotted automatically as part of the same filing, so you do not apply for them separately.
Step 4: File the MOA, AOA and AGILE-PRO-S
Alongside Part B you submit the company's charter documents: the electronic Memorandum of Association (eMoA, form INC-33), which sets out the objects and capital, and the Articles of Association (eAoA, form INC-34), the internal rulebook, plus the INC-9 declaration by directors and subscribers. You also file AGILE-PRO-S (form INC-35), which in a single step registers the company for EPFO, ESIC, profession tax where applicable, a bank account and a Shops and Establishment number, and optionally for GST. All of these forms are uploaded and signed together with Part B.
Step 5: Receive your Certificate of Incorporation
When the Registrar of Companies approves the filing, it issues a Certificate of Incorporation carrying your Corporate Identity Number (CIN), along with the company PAN and TAN. At that point the company legally exists.
What private limited company registration costs in 2026
The realistic all-in spend is roughly Rs 7,000 to Rs 25,000, and it breaks down like this:
- Digital Signature Certificates: about Rs 1,500 to Rs 2,500 per director or subscriber.
- MCA filing fee on SPICe+: nil for companies with authorised share capital up to Rs 15 lakh, under the Companies (Registration Offices and Fees) Rules, 2014.
- State stamp duty on the MOA, AOA and incorporation form: calculated automatically by the portal and varying widely from state to state, from a few hundred to a few thousand rupees.
- Professional fee: if a Company Secretary or Chartered Accountant files on your behalf, typically Rs 3,000 to Rs 15,000 or more depending on the firm and the state.
Doing the paperwork yourself keeps you at the lower end; using a professional and incorporating in a high stamp-duty state pushes you toward the upper end.
How long it takes
Where documents are clean and the name is not contentious, most founders receive the Certificate of Incorporation within 5 to 10 working days. Realistically, name approval takes one to three days and Part B approval a few more. Resubmissions, a busy Registrar, or a name that resembles an existing brand can add time, so build in a small buffer if you have a launch date.
After incorporation: the must-dos founders miss
The Certificate of Incorporation is the start of your compliance clock, not the finish line. Miss these and you face penalties even before you earn a rupee.
- Open the bank account and bring in subscription capital. Each subscriber must actually deposit the money they committed to in the MOA into the company's new current account.
- Issue share certificates within 60 days. Under Section 56, the company must deliver share certificates to subscribers within two months of incorporation. This is one of the most commonly forgotten steps.
- Appoint the first auditor within 30 days. The Board must appoint the company's first statutory auditor within 30 days of incorporation under Section 139(6).
- Hold the first board meeting within 30 days. Section 173 requires the first meeting of the Board within 30 days of incorporation.
- File INC-20A within 180 days. Form INC-20A, the declaration of commencement of business under Section 10A, confirms that subscribers have paid in their capital. It must be filed within 180 days of incorporation. Default carries a penalty of Rs 50,000 on the company and Rs 1,000 per day on each officer in default, up to Rs 1 lakh, and the company cannot borrow or start operations until it is filed.
Optional but valuable: DPIIT recognition
Once incorporated, you can apply for DPIIT recognition on the Startup India portal at no government fee. It unlocks a tax holiday under Section 80-IAC: a 100 percent deduction on profits for any three consecutive financial years within the first ten years of incorporation, for eligible startups. The Union Budget 2025 extended the eligibility window to companies incorporated before 1 April 2030. Recognition also enables self-certification under some labour and environmental laws and faster, cheaper intellectual-property filings. It is optional, but for most funded startups it is worth doing early.
The bottom line
For a founder who wants limited liability and a fundable cap table, private limited company registration in India is mostly self-service: get your DSCs, reserve a clean name in SPICe+ Part A, file Part B with the MOA, AOA and AGILE-PRO-S, and collect your Certificate of Incorporation in about a week for well under Rs 25,000. The real discipline is what comes next: issue share certificates, appoint your auditor, hold the first board meeting, and file INC-20A on time. Get those right and your company is not just registered, it is compliant.