How to Register a Private Limited Company in India — Step-by-Step Guide

To register a private limited company in India, file the SPICe+ integrated form on the MCA portal (mca.gov.in) with your Memorandum of Association, Articles of Association, and director details. The entire process takes 7-15 working days and costs approximately ₹2,000-15,000 in government fees, depending on your authorised capital. You will need Digital Signature Certificates for all proposed directors, identity and address proofs, and a registered office address proof.

Who can register a private limited company

• Any two or more persons (natural persons or bodies corporate) who agree to form a company — Section 3(1)(b) of the Companies Act, 2013
• At least two directors are required, with at least one director being a resident of India (stayed in India for at least 182 days in the previous calendar year)
• There is no minimum capital requirement since the Companies (Amendment) Act, 2015 removed the earlier ₹1 lakh threshold
• Foreign nationals and NRIs can be directors or shareholders, provided they obtain a valid Digital Signature Certificate and Director Identification Number
• A maximum of 200 members is permitted under Section 2(68) of the Companies Act, 2013
• Persons who have been disqualified under Section 164 (undischarged insolvents, convicted persons, defaulting directors) cannot serve as directors

You cannot register if: You are an undischarged insolvent, have been convicted of an offence involving moral turpitude and sentenced to imprisonment for six months or more (within the last five years), or have been disqualified by a court or the Tribunal under Section 164.

Documents you will need

Mandatory documents

• Digital Signature Certificate (DSC) — Class 3 DSC for each proposed director, obtainable from licensed Certifying Authorities recognised by the Controller of Certifying Authorities (cca.gov.in)
• PAN card — For each director and subscriber (mandatory for Indian nationals; foreign nationals provide passport)
• Aadhaar card — For each director who is an Indian citizen
• Passport-size photograph — Recent photograph of each director and subscriber
• Identity proof of directors — Voter ID, passport, or driving licence (any government-issued photo ID)
• Address proof of directors — Bank statement, electricity bill, or telephone bill not older than two months
• Registered office address proof — Rent agreement or ownership deed for the premises to be used as the registered office
• Utility bill for registered office — Electricity, water, or gas bill not older than two months in the name of the premises owner
• No Objection Certificate (NOC) — From the property owner consenting to use of the premises as registered office
• Memorandum of Association (eMOA) — Prepared using INC-33 format on the MCA portal, stating the company's objects
• Articles of Association (eAOA) — Prepared using INC-34 format on the MCA portal, setting out the internal governance rules

Additional documents (if applicable)

• Foreign national identity proof — Passport (notarised and apostilled) for directors who are foreign nationals
• Board resolution — If a body corporate is subscribing as a member, a board resolution authorising the subscription is required

Step-by-step process

Step 1: Obtain Digital Signature Certificates for all directors

Apply for Class 3 Digital Signature Certificates from any Certifying Authority licensed by the Controller of Certifying Authorities. Every person who will sign the incorporation documents electronically must have a valid DSC registered on the MCA portal.

Where: Any licensed Certifying Authority listed at cca.gov.in Form: Application to the Certifying Authority (varies by provider) Fee: ₹1,000-2,500 per DSC (validity of 2 years)

Tip: Apply for DSCs at least 3-5 days before you plan to file. DSC issuance is usually completed within 1-3 working days, but delays can occur during peak filing periods. Ensure the DSC is in the name that exactly matches your PAN card.

Step 2: Register on the MCA V3 portal

Create user accounts for all proposed directors on the MCA V3 portal. Each director must register their DSC on their MCA profile. This step is a prerequisite before filing any forms.

Where: https://www.mca.gov.in — click "MCA Services" then "New User Registration" Form: Online registration form on MCA portal Fee: Free

Tip: Use the same email address and mobile number that you intend to use throughout the incorporation process. OTP verification is required at multiple stages.

Step 3: Reserve the company name — SPICe+ Part A (or RUN service)

Apply for name reservation through SPICe+ Part A. You can propose up to two names in order of preference. The name must comply with the naming guidelines under the Companies (Incorporation) Rules, 2014 — it must not be identical or too similar to an existing company or LLP name, and must not contain prohibited words.

Where: https://www.mca.gov.in — SPICe+ Part A Form: SPICe+ Part A (INC-32) Fee: ₹1,000 (name reservation fee via RUN service) or included in SPICe+ Part A filing

Tip: Before applying, search the MCA company name database to check if your proposed name is available. Names containing words like "India", "Bharat", "National", or "Government" require prior approval. The reserved name remains valid for 20 days, so file Part B promptly.

Step 4: Prepare the Memorandum and Articles of Association

Draft the Memorandum of Association (MOA) and Articles of Association (AOA). The MOA defines the company's objects, authorised capital, and subscriber details. The AOA sets out the internal governance rules, voting procedures, and management structure. Use the electronic formats (eMOA in INC-33, eAOA in INC-34) available on the MCA portal.

Where: MCA portal — linked forms within SPICe+ Part B Form: INC-33 (eMOA) and INC-34 (eAOA) Fee: Stamp duty on MOA and AOA (varies by state, typically ₹200-500)

Tip: If your company has standard objects, you can use the Model Articles provided in Table F of Schedule I of the Companies Act, 2013. This simplifies drafting considerably. For customised objects clauses, engage a practising Company Secretary or Chartered Accountant.

Step 5: File SPICe+ Part B with all supporting documents

File SPICe+ Part B, which is the main incorporation form that integrates ten registrations into a single application: incorporation certificate, PAN, TAN, Director Identification Number (DIN) for up to three directors, mandatory opening of bank account, GSTIN registration, EPFO registration, ESIC registration, and Shops and Establishments Act registration. Upload all supporting documents including identity proofs, address proofs, registered office proof, eMOA, eAOA, and affidavits.

Where: https://www.mca.gov.in — SPICe+ Part B Form: SPICe+ Part B (INC-32), AGILE-PRO-S (INC-35) for GST/EPFO/ESIC Fee: Government fee based on authorised capital (₹0 for capital up to ₹15 lakh; increases with higher capital — see fee table below)

Tip: File the AGILE-PRO-S form (INC-35) simultaneously with Part B. This single form handles your GST registration, EPFO establishment code, ESIC registration, and bank account opening mandate. It saves weeks of post-incorporation compliance.

Step 6: Pay stamp duty and filing fees

Pay the applicable stamp duty and MCA filing fees online through the MCA payment gateway. Stamp duty rates vary by state — the MCA portal calculates the applicable amount based on your registered office state and authorised capital. Payment can be made via net banking, credit card, debit card, or NEFT.

Where: MCA portal payment gateway (integrated into SPICe+ filing) Form: Not applicable — payment is part of the SPICe+ submission flow Fee: Stamp duty (state-specific) + MCA filing fee (capital-based)

Tip: Keep your bank details ready before starting Part B. The payment must be completed in the same session. If the session times out, you may need to restart the payment process.

Step 7: Receive the Certificate of Incorporation

After the Registrar of Companies verifies all documents and forms, the Certificate of Incorporation is issued electronically. This certificate contains the Corporate Identification Number (CIN), the company's PAN, and the company's TAN. The date mentioned on the Certificate of Incorporation is the date of formation of the company under Section 7(2) of the Companies Act, 2013.

Where: MCA portal — download from your registered user dashboard Form: Not applicable — generated automatically by ROC Fee: No additional fee

Tip: Download and preserve multiple copies of the Certificate of Incorporation. You will need it for opening a bank account, applying for licences, and for all future compliance filings. Verify that the CIN, PAN, and company name are accurate — any errors must be reported to the ROC immediately.

Fees and costs

How long does it take

Can you do this online?

Yes — the entire private limited company registration process is conducted online through the MCA V3 portal. No physical visit to any government office is required.

1. Visit https://www.mca.gov.in and register as a new user
2. Obtain and register your Digital Signature Certificate on the portal
3. File SPICe+ Part A for name reservation
4. Upon name approval, file SPICe+ Part B with eMOA (INC-33), eAOA (INC-34), and AGILE-PRO-S (INC-35)
5. Upload all supporting documents in PDF format (each document must be under 6 MB)
6. Affix DSC of all directors and the professional certifying the form (CA/CS/Cost Accountant)
7. Pay fees and stamp duty online
8. Track application status under "Track Application Status" on the MCA portal
9. Download the Certificate of Incorporation from the portal once approved

The MCA portal operates 24/7 for form filing, though processing occurs during business hours (typically Monday to Friday, 10:00 AM to 5:30 PM IST).

What if things go wrong

Problem: Company name rejected by ROC

Solution: The ROC will provide reasons for rejection, typically because the name is too similar to an existing company, contains prohibited words, or is misleading. You can file a fresh SPICe+ Part A with a different name. The ₹1,000 name reservation fee is charged per application, so each fresh application incurs a new fee. Check the MCA name search database thoroughly before reapplying.

Problem: SPICe+ Part B returned for resubmission

Solution: If the ROC identifies deficiencies in your application, the form is marked as "Resubmission Required" with specific objections listed. You have 15 days to address the objections and resubmit. The most common reasons are: unclear registered office proof, mismatch between director names on PAN and DSC, or incomplete MOA/AOA. Correct the specific issues identified and resubmit within the deadline — failing to resubmit within 15 days may require filing a fresh application.

Problem: DSC not getting registered on the MCA portal

Solution: Ensure you are using a Class 3 DSC and that the Java/emSigner utility is properly installed on your computer. The MCA portal requires the emSigner tool for DSC registration. Clear your browser cache, use a compatible browser (Chrome or Internet Explorer), and ensure the DSC USB token driver is installed. If the issue persists, contact the Certifying Authority that issued your DSC.

Problem: Stamp duty payment fails or is charged incorrectly

Solution: If the payment fails, the MCA portal typically allows re-attempt within the same session. If an incorrect amount was charged, raise a grievance through the MCA grievance portal. Stamp duty rates are auto-calculated based on the state of registered office and authorised capital — verify your state selection is correct before payment. For refund claims, contact the MCA helpdesk through the "Raise a Ticket" feature on the portal.

Problem: Certificate of Incorporation has errors in company name or director details

Solution: File Form INC-22 (for registered office) or Form INC-24 (for name change) as applicable. For factual errors in the Certificate of Incorporation (such as misspelled names), immediately raise a complaint with the ROC office through the MCA portal's grievance mechanism. The ROC has the power to correct clerical errors under Section 12.

State-specific differences

This is a central government process — the procedure is the same across all states and Union Territories. The Registrar of Companies operates under the Ministry of Corporate Affairs, and the SPICe+ form is a national form.

The only state-level variation is stamp duty on the Memorandum and Articles of Association, which differs by state. The MCA portal automatically calculates the applicable stamp duty based on the state you select as your registered office location. For example:

• Delhi: ₹200 on MOA + ₹60 on AOA
• Maharashtra: ₹200 on MOA + ₹100 on AOA (higher for higher authorised capital)
• Karnataka: ₹500 on MOA + ₹500 on AOA
• Tamil Nadu: ₹300 on MOA + ₹300 on AOA

These amounts are indicative and are subject to change based on state stamp duty notifications.

Frequently asked questions

Is there a minimum capital requirement to register a private limited company?

No. The Companies (Amendment) Act, 2015 removed the earlier requirement of ₹1 lakh minimum paid-up capital. You can now register a private limited company with any amount of authorised capital, even ₹1,000. However, a realistic capitalisation is advisable for business credibility and bank account opening purposes.

Can I be the sole director and sole shareholder?

No — a private limited company requires a minimum of two directors and two shareholders under Sections 149(1) and 3(1)(b) of the Companies Act, 2013. If you want a single-person entity, consider registering a One Person Company (OPC) under Section 2(62), which allows a single director and single shareholder.

Do I need to be physically present in India to register a company?

No physical presence is required. The entire process is online. However, at least one director must be a resident of India (having stayed in India for 182 days or more in the preceding calendar year) under Section 149(3). Foreign nationals can be directors or shareholders by providing notarised and apostilled passport copies and obtaining a DSC from an Indian-licensed Certifying Authority.

How long is the name reservation valid?

The name reserved through SPICe+ Part A or RUN service is valid for 20 days from the date of approval. You must file SPICe+ Part B within this period. If the 20-day period expires, you will need to apply for name reservation again with a fresh fee.

What annual compliance obligations apply after incorporation?

After incorporation, a private limited company must hold its first Board meeting within 30 days (Section 173), file a declaration of commencement of business within 180 days (Section 10A), file annual returns with the ROC (Form MGT-7), file financial statements (Form AOC-4), and maintain statutory registers. Non-compliance attracts penalties under the Companies Act, 2013.

Can I convert my private limited company to an LLP or vice versa later?

Yes. A private limited company can be converted to an LLP under the provisions of the LLP Act, 2008, subject to conditions. Similarly, an LLP can be converted to a private limited company. The conversion requires filing specific forms with the ROC and complying with the applicable conversion rules.

This guide is part of Veritect's Legal Procedure Guides, a step-by-step reference for common Indian legal processes. Last updated: 2026-03-27. This content is for informational purposes and does not constitute legal advice.