Registering a Private Limited Company: The Process, Step by Step
Incorporating a private limited company is now largely a single integrated filing. The paperwork is more straightforward than it once was — but the obligations that begin on the date of incorporation catch a lot of first-time founders.
Before you file
You need at least two directors and two shareholders (one person can be both), with at least one director resident in India. Each director needs a DIN, and every subscriber and director needs a Digital Signature Certificate, since all filings are signed electronically.
Decide your authorised and paid-up capital. There is no statutory minimum paid-up capital, but authorised capital affects the stamp duty payable at incorporation, so it is worth setting sensibly rather than aspirationally.
Name approval
Names are reserved through the RUN service or directly within SPICe+ Part A. The name must not be identical or too similar to an existing company or a registered trademark, and must not use restricted words without approval.
Most rejections are avoidable: search the MCA database and the trademark register before you apply, and offer genuinely distinct alternatives rather than minor variations of the same word.
SPICe+ and the linked forms
The integrated SPICe+ Part B filing covers incorporation together with:
- eMoA (INC-33) and eAoA (INC-34) — the memorandum and articles
- AGILE-PRO-S — GSTIN, EPFO, ESIC, professional tax registration and bank account opening
- PAN and TAN, allotted automatically
You will need identity and address proof for every director and subscriber, and proof of the registered office with a utility bill not older than the prescribed period plus the owner's NOC.
The day you are incorporated, the clock starts
This is the part worth internalising. On receiving the Certificate of Incorporation:
- File INC-20A, the declaration of commencement of business, within 180 days — after depositing the subscription money. A company cannot commence business or borrow until this is filed, and the penalty for missing it is significant.
- Appoint the first statutory auditor within 30 days.
- Hold board meetings at the prescribed frequency and maintain minutes.
- Maintain statutory registers from day one.
- File the annual AOC-4 and MGT-7/7A, and each director's DIR-3 KYC, every year without exception.
Annual filings are due even for a dormant company with no revenue. Late fees accrue per day per form, do not cap out quickly, and directors of a company that defaults for a sustained period face disqualification.
Company or LLP?
If your priority is external investment, ESOPs and a clean equity structure, the private limited company is usually the right vehicle. If it is low compliance overhead for a small partner-run business, an LLP may serve you better. We have covered that comparison separately in Company vs LLP.
Planning an incorporation, or behind on annual filings for an existing company? Talk to Kunal P Shah & Co.