How to Register a Private Limited Company in India (2026)

Number of directors and shareholders: minimum 2, maximum 200 shareholders for a private limited company. Minimum 2 directors, at least 1 of whom must be a resident of India (stayed in India for at least 182 days in the preceding financial year — Section 149(3) Companies Act 2013).

Authorised share capital: typically Rs 10,00,000 to start. Authorised capital can be increased later but increases ROC fees. Paid-up capital can be as low as Rs 10,000.

Registered office: must be in the State where ROC jurisdiction is sought. The first registered office can be a residential address with NoC from the property owner — this is a valid practice.

Name: subject to Section 4(2) Companies Act 2013 and the Companies (Incorporation) Rules 2014. Names must not be undesirable, identical or nearly resembling existing companies/LLPs/registered trade marks, or contain words requiring approval (Bank, Insurance, Stock Exchange, etc.).

Part A is the name reservation. Up to 2 names can be proposed in priority order. Each name is checked against (i) MCA's name database; (ii) trade-mark registry; (iii) the Companies (Incorporation) Rules naming guidelines. If approved, the name is reserved for 20 days (extendable).

Part B is the integrated incorporation form, including: (i) directors' DIN (Director Identification Number) — for directors who do not have a DIN, Part B itself generates one; (ii) MoA (Memorandum of Association) — captures objects of the company; (iii) AoA (Articles of Association) — captures internal governance rules; (iv) registered office details; (v) share capital structure; (vi) declarations under Section 7 Companies Act 2013; (vii) integrated PAN/TAN/GST/EPFO/ESIC service applications.

Both Part A and Part B can now be filed together (Auto-Approved Names + Incorporation in one go) for routine names.

MoA contains: (i) name clause; (ii) registered office (state) clause; (iii) objects clause — main objects + incidental objects + other objects; (iv) liability clause (limited by shares); (v) capital clause; (vi) subscription clause (founders subscribing to first shares).

Object-clause drafting is the most common mistake area. Excessively narrow objects restrict the company's future business expansion; excessively broad objects raise compliance and disclosure issues. The recommended pattern is a focused main object, a list of clearly-related ancillary activities under "matters which are necessary for furtherance of the objects specified in clause III(A)", and avoidance of generic "any other lawful business" language.

AoA is more flexible. Indian start-ups typically use a "Table F" base AoA with custom additions for: (i) share-class design (founders' equity vs investor preference); (ii) ESOP framework references; (iii) anti-dilution provisions; (iv) tag-along and drag-along; (v) reserved matters / consent matters for investors; (vi) board composition and observer rights; (vii) information rights; (viii) liquidation preferences.

Many founders use generic templates and discover at Series A that the AoA needs amendment to accommodate investor demands. A founder-friendly investor-ready AoA from day one saves the cost of EGM and amendment later.

From each director and subscriber: (i) PAN; (ii) Aadhaar; (iii) passport (for foreign directors); (iv) recent utility bill or bank statement (not older than 2 months) as address proof; (v) passport-size photograph.

For registered office: (i) recent electricity bill / property tax receipt; (ii) NOC from the property owner; (iii) rent agreement (if rented).

Class 3 Digital Signature Certificate (DSC) for at least one director and one subscriber. DSCs are obtained from licensed Certifying Authorities (eMudhra, Sify, Capricorn, NSDL e-Gov) and cost Rs 1,500-3,000 each.

MCA fees for SPICe+ depend on authorised capital. For Rs 10 lakh authorised: government fee around Rs 2,000-4,000 depending on state stamp duty.

Stamp duty on MoA/AoA varies by state: Maharashtra Rs 1,000 (MoA) + Rs 1,000 (AoA); Karnataka Rs 1,000 each; Delhi Rs 200 + Rs 200; Tamil Nadu Rs 200 each. Plus ad valorem stamp duty on share capital in some states.

Total government cost is typically Rs 5,000-15,000 for an Rs 10 lakh authorised-capital Pvt Ltd, depending on state. Professional fees for end-to-end incorporation through CA/CS/lawyer typically Rs 8,000 to Rs 25,000 in Tier-1 cities.

Day 1: Receive Certificate of Incorporation (CoI), PAN, TAN, and GST registration (if opted) from MCA.

Days 1-7: Open current account in the company's name with the issued CoI. Submit bank-account details to MCA in Form INC-22A (Active) — this is now part of the integrated SPICe+ flow but verify status.

Days 1-30: First Board Meeting under Section 173 Companies Act 2013. Appoint first auditor (auditor must be appointed within 30 days of incorporation). Adopt the registered office. Adopt common seal (where used). Authorise bank account signatories.

Days 1-180: Commencement of business declaration in Form INC-20A. This is mandatory before the company can borrow or commence business. Declaration confirms subscriptioned share capital has been received.

Annual compliance: AGM within 6 months of close of first financial year (Section 96 CA 2013); audit and financial statements; Form AOC-4 (financials) and MGT-7 (annual return) filings; income-tax return; GST returns; TDS deposits and quarterly filings; ROC compliance filings as applicable.