Practice Areas · StartUp · Business Formation · Incorporation · Private limited company
Private Limited Company Registration
The structure investors expect — a separate legal entity with limited liability and room to raise equity.
What a private limited company is
A private limited company is the most popular structure for startups and growing businesses that want a separate legal entity, limited liability, and the ability to raise external investment. It is incorporated with the Ministry of Corporate Affairs (MCA) and is a distinct legal person, separate from the people who own and run it.
It is formed by at least two shareholders and two directors (one of whom must be resident in India), and can have up to 200 shareholders. Its shares are privately held and cannot be offered to the public.
Because it is a registered, regulated entity, a private limited company carries credibility with investors, banks, and customers — and it is the structure that angel investors and venture funds expect to invest into.
Why founders choose it
Limited liability
A shareholder's liability is limited to the amount unpaid on their shares; personal assets are protected from business debts.
Separate legal entity
The company owns assets, enters contracts, and can sue and be sued in its own name — independent of its members.
Easier to raise funds
Can issue equity to angels and venture funds, the structure the funding ecosystem expects; eligible for Startup India recognition and ESOPs.
Credibility
Registration with the MCA and public filings lend trust with customers, vendors, and lenders.
Perpetual succession
The company continues regardless of changes in ownership, or the death or exit of any member.
Ownership flexibility
Equity can be structured with different share classes and ESOPs to bring in investors and attract talent.
What incorporation requires
Directors & shareholders
- Minimum 2 directors and 2 shareholders — one person can be both; maximum 200 shareholders
- At least one director resident in India (present for 182 days or more in the previous financial year)
- Each director needs a Director Identification Number (DIN) and a Digital Signature Certificate (DSC)
- NRIs and foreign nationals may be directors/shareholders, subject to FEMA/FDI conditions
Name, office & capital
- A unique name approved by the MCA — not identical to an existing company or trademark — ending with “Private Limited”
- A registered office address in India, with valid proof
- No minimum paid-up capital is prescribed; capital is structured to suit the business
Documents you'll need
- PAN and Aadhaar of every director and shareholder
- Identity proof — passport, voter ID, or driving licence
- Address proof — recent bank statement or utility bill (not older than two months)
- Passport-size photographs
- Passport — mandatory for foreign nationals and NRIs (apostilled/notarised where required)
- Registered office proof — rent agreement and NOC from the owner, or ownership proof, with a recent utility bill
- Digital Signature Certificate (DSC) for the proposed directors
How incorporation works (SPICe+)
- 01
Obtain Digital Signature Certificates
DSCs are issued for the proposed directors — they sign the incorporation forms electronically.
- 02
Reserve the company name
Apply for name approval through SPICe+ Part A, checking against existing companies and trademarks.
- 03
File SPICe+ Part B
The integrated incorporation form — with the MOA (INC-33) and AOA (INC-34) — covers DIN allotment, PAN, TAN, and EPFO/ESIC and (optionally) GST and a bank account, in one filing.
- 04
ROC review and Certificate of Incorporation
On approval, the Registrar issues the Certificate of Incorporation with the company's CIN, along with PAN and TAN.
- 05
Post-incorporation set-up
Open the company bank account, bring in the subscription capital, file INC-20A (commencement of business), and start the annual compliance calendar.
Key characteristics
Separate legal entity
Distinct from its shareholders and directors in law.
Limited liability
Members' exposure is limited to their shareholding.
Perpetual succession
Existence is unaffected by changes among members.
2–200 members
Minimum 2 and maximum 200 shareholders; minimum 2 directors.
Restricted shares
Share transfer is restricted and the company cannot invite the public to subscribe.
Statutory audit
Accounts must be audited every year, regardless of turnover or profit.
Annual compliance
ROC filings (AOC-4, MGT-7), board and general meetings, and director KYC apply each year.
Why work with PBT
PBT incorporates your company correctly and carries the compliance forward, so you can focus on the business.
- We advise whether a private limited company is right for you — or whether an LLP or OPC would fit better
- End-to-end incorporation through SPICe+: DSC, DIN, name approval, and MOA/AOA drafting
- PAN, TAN, and the integrated EPFO/ESIC and GST registrations
- Post-incorporation set-up: INC-20A, share allotment, statutory registers, and the annual compliance calendar
- DPIIT Startup India recognition and ESOP structuring where relevant
- Scope, deliverables, and fees agreed in writing up front
Frequently asked questions
How many people do I need to start one?
A minimum of two — two directors and two shareholders, and the same two people can hold both roles. At least one director must be resident in India.
Is there a minimum capital requirement?
No. The Companies Act, 2013 prescribes no minimum paid-up capital; you set the capital to suit the business.
Is a statutory audit compulsory?
Yes. Every company must have its accounts audited by a Chartered Accountant each year, regardless of turnover or profit.
What ongoing compliance does a private limited company have?
Annual ROC filings (AOC-4 and MGT-7), board and annual general meetings, director KYC, maintenance of statutory registers, and income-tax and GST filings as applicable.
Can NRIs or foreign nationals be directors or shareholders?
Yes, subject to FEMA and FDI conditions. At least one director must be resident in India, and foreign directors need a passport with apostilled/notarised documents.
How long does incorporation take?
Typically about 7–12 working days once documents and DSCs are ready, subject to MCA name approval and processing times.
Incorporate your private limited company
Tell us about your business and founders, and we'll handle the incorporation end to end — name approval, SPICe+, and the registrations that follow.
Send an enquiryThis page describes the nature of the firm's services and is not a solicitation or legal advice. Thresholds, timelines, and applicable registrations depend on your specific facts; engagement terms and fees are agreed in writing per assignment.