Private Limited Company Registration in India 2026: Steps, Costs

You register a private limited company in India online through the Ministry of Corporate Affairs (MCA) SPICe+ web form, which bundles name approval, incorporation, director numbers, PAN, TAN and several other registrations into one application. With documents ready, most founders get their Certificate of Incorporation in roughly one to three weeks. This guide covers who can register, the documents, the real government costs as of 2026, the step-by-step filing, and the compliance calendar that starts the day you are incorporated.

Is a private limited company right for you?

A private limited company is a separate legal person. It owns its assets, signs contracts and can be sued in its own name, and shareholders’ liability is limited to the unpaid amount on their shares. It is the structure investors expect: angel investors and venture funds almost always invest through equity shares, which a company can issue and an LLP or proprietorship cannot.

The trade-off is compliance. A company must hold board meetings, keep statutory registers, get its accounts audited every year regardless of turnover, and file annual returns with the Registrar of Companies (RoC). If you are a solo consultant earning a few lakh a year, a sole proprietorship or LLP may be simpler. We compare all three in detail in our guide to LLP vs private limited vs proprietorship, but in short: choose a private limited company if you plan to raise equity, issue ESOPs, or need the credibility that large clients and government tenders sometimes ask for.

Basic eligibility rules

• Directors: minimum 2, maximum 15 (more with a special resolution). At least one director must have stayed in India for at least 182 days in the financial year.
• Shareholders (members): minimum 2, maximum 200. Directors can be shareholders.
• Minimum capital: there is no legal minimum paid-up capital. Many founders start with Rs 1 lakh or less, though you should set it to what you will actually put in.
• Registered office: an address in India where the company can receive communication. A home address works if you have the owner’s permission and address proof.
• Name: must end with “Private Limited” and must not be identical or too similar to an existing company, LLP or registered trademark.

A single founder can choose a One Person Company (OPC) instead, but most founders planning to raise money go straight to a private limited company because an OPC has restrictions and must convert once it grows.

Documents checklist

Prepare scanned PDFs of the following before you start. Mismatched spellings between PAN and Aadhaar are the most common reason for resubmission, so check them first.

For each director and shareholder	For the registered office	For the company
PAN card (mandatory for Indian nationals)	Recent utility bill (electricity, gas, water or telephone), usually not older than 2 months	Two proposed names with a short meaning or reason
Identity proof: Aadhaar, passport, voter ID or driving licence	No Objection Certificate (NOC) from the property owner	Main business objects (what the company will do)
Address proof: recent bank statement or utility bill	Rent or lease agreement, if rented	Proposed authorised and paid-up capital and shareholding split
Passport-size photograph	Sale deed or property tax receipt, if owned	Details for optional registrations (GST, bank)
Email and mobile number (each person needs their own)
Digital Signature Certificate (DSC)

Foreign nationals and NRIs need a passport and notarised or apostilled documents, which adds time. If any founder is abroad, start that paperwork first.

What it costs in 2026

Here is how the money usually splits. Government fees below are as reported for 2026; confirm the current fee on the MCA portal at the time you file, as rules are revised from time to time.

Item	Typical cost	Notes
Name reservation (SPICe+ Part A or RUN)	Rs 1,000	Covers up to two proposed names in one application
Incorporation filing fee	Rs 0 if authorised capital is up to Rs 15 lakh	Higher authorised capital attracts fees on a slab basis
Stamp duty on MoA, AoA and incorporation	Varies by state	Calculated and paid within SPICe+; depends on the state and authorised capital
PAN and TAN	Small processing charge	Issued along with incorporation
Digital Signature Certificates	Market price, per person	Bought from a licensed certifying authority; validity of 1 to 3 years
Professional fees (CA, CS or online service)	Varies widely	Optional but most founders use one

A practical tip: keep authorised capital at Rs 15 lakh or less at the start unless you have a reason not to. You can increase it later by filing SH-7 and paying the difference, when you actually need more shares for an investment round.

Step-by-step: registering through SPICe+

1. Get DSCs for all subscribers and directors. A DSC is needed to sign the forms electronically. Buy a Class 3 certificate from a licensed certifying authority; it usually takes a day with video or Aadhaar-based verification.
2. Create an MCA account. Register as a business user on the MCA portal so you can file web forms.
3. Check name availability. Search the MCA company and LLP master data and the trademark registry (ipindia.gov.in) for your proposed names. Avoid names that resemble well-known brands.
4. File SPICe+ Part A for name reservation. Propose up to two names with their significance. Once approved, the name is reserved for 20 days, so plan to file Part B within that window.
5. Fill SPICe+ Part B. This covers registered office, capital, subscriber and director details, and DIN allotment for new directors who do not already have one. PAN and TAN applications are part of this form.
6. Fill the linked forms. e-MoA (INC-33) sets out the company’s objects, e-AoA (INC-34) its internal rules, and AGILE-PRO-S (INC-35) handles GSTIN (optional), EPFO, ESIC, a bank account and, in some states such as Maharashtra, profession tax registration.
7. Affix DSCs and upload. The subscribers, directors and a practising professional (CA, CS or CMA) certifying the forms sign with their DSCs. Pay the fees and stamp duty online.
8. Respond to any resubmission request. The Central Registration Centre may ask for corrections. Fix them within the time given.
9. Receive the Certificate of Incorporation. It shows your Corporate Identity Number (CIN), along with the company’s PAN and TAN.

How long does it take?

If documents are clean, the name is approved in a few working days and incorporation follows in roughly a week, though real-world timelines vary with MCA processing load and resubmissions. Allow three weeks in your plans, especially if you need the company in place before signing a client contract or an investor term sheet.

The first 180 days after incorporation

Many founders relax once the certificate arrives. That is exactly when the first set of deadlines starts running, and missed ones lead to penalties that are far more expensive than doing it on time.

Task	Deadline	What to do
Open the company bank account	Immediately	Usually started through AGILE-PRO-S; complete KYC with the bank
First board meeting	Within 30 days of incorporation	Adopt the common seal (optional), note the registered office, approve bank signatories, appoint the first auditor
Appoint the first auditor	Within 30 days	Board appoints a CA firm to hold office until the first AGM
Subscribers deposit share money	Before INC-20A	Each shareholder transfers their subscription amount to the company account
File INC-20A (commencement of business)	Within 180 days of incorporation	Declare that subscription money has been received; attach bank statement
Issue share certificates	Within 2 months of incorporation	On stamped paper as per your state; check whether demat issuance applies to you
GST, profession tax, Shops and Establishment	Before you start operations in that state	GST is mandatory above the turnover limit or for interstate and online sales

Do not issue an invoice or borrow money in the company’s name before INC-20A is filed. The Companies Act ties the right to commence business to this declaration, and missing it carries penalties on the company and officers.

Apply for GST on the GST portal if you have not already done so through AGILE-PRO-S. Many founders also register on the Udyam portal to get MSME status, which helps with delayed-payment protection and some government schemes, and apply for DPIIT recognition through Startup India if the company is eligible.

Annual compliance calendar

Every private limited company, even one with zero revenue, has a set of recurring filings. Put these into a shared calendar on day one.

• Board meetings: generally at least four a year with no more than 120 days between two meetings. Small companies have a relaxed requirement of at least one meeting in each half of the calendar year, with a gap of at least 90 days.
• Statutory audit: mandatory every year, regardless of turnover.
• Annual General Meeting: the first AGM within 9 months of the end of the first financial year; afterwards within 6 months of each year end, normally by 30 September.
• AOC-4 (financial statements): within 30 days of the AGM.
• MGT-7 or MGT-7A (annual return): within 60 days of the AGM. Small companies use the shorter MGT-7A.
• Income tax return: filed every year on the income tax e-filing portal. From 1 April 2026 the Income-tax Act, 2025 replaced the 1961 Act, so expect some form names and section numbers to differ from older guides.
• DIR-3 KYC: under rules effective 31 March 2026, directors file KYC once every three financial years by 30 June instead of annually, and must update changes in mobile, email or address within 30 days.
• Other filings as applicable: DPT-3 (deposits and loans), MSME-1 (dues to MSME suppliers), ADT-1 (auditor appointment at the AGM), and GST and TDS returns.

Small company status helps

From 1 December 2025, a private company counts as a “small company” if its paid-up capital does not exceed Rs 10 crore and turnover does not exceed Rs 100 crore (earlier limits were Rs 4 crore and Rs 40 crore). Most new startups and MSMEs fall within this, which brings lighter board meeting rules, a shorter annual return and lower late fees.

Mistakes that delay registration

• Names that are too generic or too close to a brand. “India Tech Solutions Private Limited” will likely be rejected. Combine a distinctive word with your activity.
• Old utility bills. Office address proof older than about two months is a common resubmission trigger.
• Different names across documents. “Vidhaata K Shah” on PAN and “Vidhaata Kumar Shah” on Aadhaar can cause a mismatch. Fix it at the source if possible.
• Vague business objects. Write main objects clearly; banks and GST officers read them too.
• Ignoring the 20-day name window. If it lapses, you pay and wait again.

A worked example

To make this concrete, here is an illustrative case. Two co-founders in Indore plan a D2C spice brand. They choose authorised capital of Rs 10 lakh and paid-up capital of Rs 1 lakh, split 60:40. They buy DSCs, file SPICe+ Part A with two names, get approval in four working days, and file Part B with e-MoA, e-AoA and AGILE-PRO-S a week later, opting for GSTIN and a current account. Because authorised capital is under Rs 15 lakh, the MCA filing fee is nil; they pay the Rs 1,000 name fee and Madhya Pradesh stamp duty. After the certificate arrives, they hold the first board meeting in week two, appoint a CA firm as auditor, deposit Rs 1 lakh in the company account, and file INC-20A in month two, long before the 180-day limit.

Once the company is live, many founders announce it to local and trade media. If you do, our guides on writing a press release in India and free distribution options cover the basics.

Frequently Asked Questions

Can I register a private limited company alone?

No. A private limited company needs at least two directors and two shareholders. A single founder can register a One Person Company instead, or bring in a family member or co-founder as the second director and shareholder.

Is there a minimum capital requirement?

There is no legal minimum paid-up capital. You can start with a small amount, though the capital should reflect the money the shareholders actually put into the business.

Can I use my home address as the registered office?

Yes, if you provide a recent utility bill and a No Objection Certificate from the owner. Check that your housing society or rental agreement does not prohibit business registration.

What happens if I do not file INC-20A within 180 days?

The company cannot lawfully commence business or borrow, and penalties apply to the company and to officers in default. The Registrar can also start proceedings to strike off the company’s name. File it as soon as share money is deposited.

Do I need GST registration at incorporation?

Not always. GST registration is mandatory once turnover crosses the threshold for your state and type of supply, and for certain activities such as interstate supply of goods or selling through e-commerce operators. You can opt in through AGILE-PRO-S or apply later on the GST portal.

How much does company registration cost in total?

Government costs are modest for small companies: Rs 1,000 for the name, nil filing fee up to Rs 15 lakh authorised capital, plus state stamp duty and DSC costs. Professional fees vary widely, so ask for an itemised quote that separates government fees from service charges.

Your next move

Fix your names, buy the DSCs and collect clean documents this week; those three steps cause most delays. Then put the 30-day and 180-day deadlines into your calendar before the certificate even arrives. Company law and fees change, so confirm the current position on the MCA portal or with a Company Secretary before you file.