Private Limited Company Registration

Overview

A private limited company is a separate legal entity under the Companies Act, 2013. Shareholders' liability is limited to the unpaid amount on their shares, the articles restrict share transfers, the company cannot invite the public to subscribe to its securities, and membership is capped at 200 (Section 2(68)). Incorporation is filed online with the Ministry of Corporate Affairs (MCA) through the integrated SPICe+ form, and the Registrar of Companies (ROC) issues a Certificate of Incorporation with a 21-character Corporate Identification Number (CIN).

Who needs it

• Startups and small businesses with two or more founders who want limited liability and a clean ownership structure.
• Businesses planning to raise equity, issue employee stock options or take a foreign investor.
• Foreign companies setting up an Indian subsidiary, which in practice is also a private limited company with extra FEMA and RBI steps.
• Proprietorships, partnerships or LLPs that have outgrown their form (see the conversion services).

What Zenith does

Zenith listens first: we confirm your activity, founders, shareholding and funding plans, and say if an OPC, LLP or another structure fits better. After a tailored quotation, a relationship manager is assigned and you receive an assignment-specific checklist.

• Name check and proposal, including a trademark conflict check.
• Class 3 DSC support for proposed directors and subscribers.
• Drafting the MOA, AOA and declarations, then filing SPICe+ Part A and Part B with the linked e-forms and handling ROC queries.
• Hand-over of the Certificate of Incorporation, PAN and TAN, with your first compliance steps explained.
• For foreign promoters: apostille and notarisation checklist, and the FEMA and RBI reporting that follows foreign investment.

Timelines depend on completeness, complexity and authority processing; Zenith does not promise approval or a fixed date.

Eligibility and key rules

Item	Rule
Directors	Minimum 2 (maximum 15 without a special resolution); each needs a DIN
Resident director	At least one director who stayed in India 182 days or more in the financial year
Members	Minimum 2, maximum 200
Capital	No minimum paid-up capital since 2015; authorised capital drives fees and stamp duty
Registered office	An address in India, residential or commercial, with owner consent if rented
Name	Ends with "Private Limited"; not identical or too similar to an existing company or trademark
Signatures	Class 3 DSC for signatories

Foreign nationals and NRIs can be directors or shareholders, subject to FDI policy for the sector. GST registration depends on turnover, supplies and activity.

Documents required

• Directors and subscribers: PAN (passport for foreign nationals), one ID proof, address proof not older than two months, and a photograph.
• Foreign nationals, NRIs and corporate shareholders: apostilled or notarised documents; for a corporate shareholder, its incorporation certificate and a board resolution.
• Registered office: recent utility bill, ownership proof or rent agreement, and an owner's NOC.
• Declarations (DIR-2, INC-9) and shareholding details, which Zenith prepares for signature.
• Proposed names, main objects and capital structure.

Process and timeline

1. Obtain Class 3 DSCs.
2. Reserve the name through SPICe+ Part A; a ranked shortlist helps if the ROC rejects a name.
3. Prepare the MOA, AOA, declarations and office documents.
4. File SPICe+ Part B with e-MOA (INC-33), e-AOA (INC-34), INC-9, DIR-2 and AGILE-PRO-S, paying fees and stamp duty. First-time directors receive a DIN through this filing.
5. The ROC scrutinises the application and may ask for resubmission; once approved, the Certificate of Incorporation, CIN, PAN and TAN are issued.
6. Afterwards: bank account, subscribed capital, share certificates, first board meeting, first auditor within 30 days, and INC-20A within 180 days.

Sources quote 7 to 18 working days end to end; the real figure depends on name approval, document accuracy and ROC workload.

Government fees, penalties and due dates

• Government charges are the SPICe+ filing fee, stamp duty on the MOA and AOA (set by each state and linked to authorised capital), DSC charges (sources show roughly ₹1,000 to ₹2,000 per DSC) and a name reservation fee if a separate RUN filing is used.
• Professional fees are customised; government fees are shown separately in the quotation.
• INC-20A within 180 days of incorporation; a late filing can attract a company penalty of ₹50,000, plus penalties on officers in default.
• First auditor: within 30 days of incorporation.
• Annual: AOC-4 within 30 days of the AGM and MGT-7 within 60 days, each with ₹100 per day additional fee; DIR-3 KYC by 30 September (₹5,000 fee if missed, and DIN deactivation).

Amounts and dates above reflect public sources read in October 2026 and change with notifications, so Zenith confirms the current figures in your quotation.

Common mistakes

• A name close to an existing company or registered trademark.
• A wrong NIC (business activity) code, which later needs correction.
• Address proof older than two months or a missing owner's NOC.
• Setting authorised capital far above need, raising fees and stamp duty.
• Forgetting INC-20A, the first auditor or the first board meeting.

FAQs