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

Documents and information you will need

• PAN and identity proof of every director and shareholder (passport for foreign nationals)
• Address proof of directors (recent bank statement, utility bill or similar)
• Passport-size photographs
• Proof of registered office address (rent agreement or ownership document) and a recent utility bill
• No-objection certificate from the property owner
• Digital Signature Certificates (DSC) of the proposed directors and subscribers

Step-by-step process

1. Choose the right structure. Confirm that a private limited company suits your plans compared with an LLP, OPC or partnership. Consider the number of founders, funding plans, compliance cost and tax position.
2. Obtain Digital Signature Certificates. Every proposed director and subscriber needs a Class 3 DSC to sign the incorporation forms electronically.
3. Reserve the company name. Check availability against existing companies and registered trademarks, then reserve the name through the SPICe+ Part A application. Choose names that are distinctive and not similar to existing brands.
4. Prepare the incorporation documents. Draft the Memorandum of Association (objects of the company) and Articles of Association (internal rules), and collect declarations and consents from directors and subscribers.
5. File SPICe+ Part B and linked forms. Submit the incorporation application with the e-MOA, e-AOA and AGILE-PRO-S form, which also applies for PAN, TAN, GST (optional), EPFO, ESIC, professional tax (where applicable) and a bank account.
6. Receive the Certificate of Incorporation. Once approved, the Registrar issues the Certificate of Incorporation with the Corporate Identification Number (CIN), along with the company PAN and TAN.
7. Complete post-incorporation compliance. Open the bank account, deposit share capital, appoint the first auditor, file the declaration for commencement of business (INC-20A) within the prescribed time, and set up books of account and statutory registers.

Frequently asked questions

How many people are needed to start a private limited company?

At least two directors and two shareholders, who can be the same people. At least one director must be resident in India as defined in the Companies Act.

Is a minimum capital required?

There is no prescribed minimum paid-up capital for a private limited company, but capital should be adequate for the business and stated in the incorporation documents.

Can foreign nationals be directors or shareholders?

Yes, subject to the foreign direct investment rules for the sector, and with appropriately apostilled or notarised documents.