Company registration in India is done online on the MCA portal through the SPICe+ form under the Companies Act, 2013. A private limited company needs at least two directors (one resident in India), two shareholders, a registered office and digital signatures. No minimum capital is required, and incorporation usually takes 7 to 15 working days.
What is company registration?
Company registration, or incorporation, creates a separate legal entity that can own property, sign contracts, raise capital and be sued in its own name. Most Indian startups and growing businesses choose the private limited company because it offers limited liability, easy share transfer to investors and high credibility with banks and customers.
Incorporation is handled by the Central Registration Centre of the Ministry of Corporate Affairs (MCA) and the Registrar of Companies (ROC). Once approved, the company receives a Certificate of Incorporation carrying its Corporate Identification Number (CIN), along with its PAN and TAN.
Who should register a private limited company?
A private limited company suits businesses that plan to raise equity funding, bring in co-founders, hire employees at scale or deal with large corporate and government clients. It is less suitable for very small, single-owner businesses that want minimal compliance, where a sole proprietorship, LLP or One Person Company may fit better.
- Startups seeking angel or venture capital investment
- Growing businesses that need to separate personal and business liability
- Businesses with multiple owners that want a clear shareholding structure
- Companies bidding for tenders where a corporate entity is preferred
Eligibility and basic requirements
The legal requirements are simple, but every one must be met before filing.
- Directors: minimum two and maximum fifteen (more with a special resolution). At least one director must have stayed in India for 182 days or more in the relevant financial year.
- Shareholders: minimum two and maximum 200. Directors and shareholders can be the same people.
- Name: unique, not identical or too similar to an existing company or registered trademark, and ending with Private Limited.
- Registered office: an address in India where official communication can be received. A home or rented address is acceptable with proof and owner consent.
- Capital: there is no minimum paid-up capital requirement. Founders choose the authorised and paid-up capital.
Short on time? Leegal can handle Company Registration for you, end to end.
Get expert help →How does the SPICe+ incorporation process work?
The entire process is online on the MCA V3 portal. SPICe+ bundles several registrations into one application.
- Obtain Digital Signature Certificates (DSC) for all proposed directors and subscribers.
- Reserve the name through SPICe+ Part A. You can propose two names in one application.
- File SPICe+ Part B with company details, director and subscriber information, capital structure and registered office proof. Director Identification Numbers (DIN) are allotted through this form for up to three directors.
- Attach e-MoA (INC-33) and e-AoA (INC-34), the company's constitutional documents.
- File AGILE-PRO-S (INC-35) to apply for GSTIN (if needed), EPFO, ESIC, a bank account and, in some states, professional tax registration.
- Pay stamp duty and fees, then track the application. The ROC may raise queries that must be answered within the given time.
- Receive the Certificate of Incorporation with CIN, PAN and TAN.
Costs involved
Total cost depends on the state of the registered office and the authorised capital.
| Cost element | How it is determined |
|---|---|
| MCA filing fee | Waived for companies with authorised capital up to Rs 15 lakh under SPICe+ |
| Stamp duty | Payable on MoA and AoA, varies by state and authorised capital |
| Digital signatures | Charged by certifying authorities per director or subscriber |
| Professional fees | Charged by the consultant for drafting, filing and follow-up |
Stamp duty differs considerably between states, so it is worth confirming the figure for your state before fixing the authorised capital.
What happens after incorporation?
Registration is the start of compliance, not the end. Key early obligations include:
- Commencement of business (INC-20A) within 180 days, after subscribers pay for their shares into the company bank account.
- First auditor appointment by the board within 30 days of incorporation, followed by filing ADT-1.
- First board meeting within 30 days, and share certificates issued within 60 days.
- Statutory registers and minute books maintained at the registered office.
Every year the company must file financial statements (AOC-4), an annual return (MGT-7 or MGT-7A), director KYC and an income tax return, even if it had no business activity.
Private limited company vs other structures
A private limited company offers the strongest investor readiness but carries more compliance than an LLP or proprietorship. An LLP suits professional firms that want limited liability with lighter filings. A One Person Company suits a single founder who wants corporate status. If external equity funding is part of your plan, a private limited company is usually the right choice from day one, because converting later adds time and cost.
Frequently asked questions
Can a single person register a private limited company?
No. A private limited company needs at least two directors and two shareholders. A single founder can instead register a One Person Company (OPC), which gives limited liability and corporate status with one member and one nominee, and can later be converted into a private limited company.
Is a physical office required for company registration?
A registered office address in India is required, but it does not need to be a commercial property. A residential or rented address works if you provide a recent utility bill and a no-objection certificate from the owner. The address can be changed later by filing the required forms.
Can foreign nationals or NRIs be directors of an Indian company?
Yes. Foreign nationals and NRIs can be directors and shareholders, subject to foreign direct investment rules for the sector. However, at least one director must be resident in India, meaning they stayed in India for at least 182 days in the relevant financial year. Foreign documents usually need notarisation or apostille.
How long does company registration take in India?
Most companies are incorporated in about 7 to 15 working days, provided documents are in order and the proposed name is approved on the first attempt. Delays usually come from name rejections, mismatched details between PAN and Aadhaar, or ROC queries on the registered office proof.
Do I need GST registration when I incorporate a company?
Not always. GST registration is mandatory only when turnover crosses the applicable threshold or when the business makes inter-state supplies of goods, sells through e-commerce operators or falls in another compulsory category. SPICe+ lets you apply for GSTIN at incorporation through AGILE-PRO-S if you need it.
What are the annual compliance requirements after registration?
Every company must hold board meetings, conduct an annual general meeting, get accounts audited, and file AOC-4, MGT-7 or MGT-7A, director KYC and its income tax return each year. Missing ROC filings attracts additional fees per day of delay and can lead to director disqualification.
Let Leegal handle your Company Registration
Documentation, filing and follow-up by a dedicated expert, so you can focus on running your business.
- Dedicated point of contact
- Transparent pricing
- Pan-India service