How to register a private limited company in India: documents, steps and timeline

A private limited company is the usual structure for founders who plan to raise money, issue shares to a team, or sign contracts with larger customers. This guide covers what you need before you apply and what happens once you do.

What a private limited company needs

• At least two directors, and at least one must be a resident in India.
• At least two shareholders. Directors can also be the shareholders.
• A registered office address in India where the company can receive notices.
• A unique name that is not identical or too similar to an existing company or trademark.
• A Memorandum (MOA) and Articles (AOA) of Association, which set out what the company may do and how it is run.

Documents you need

For each director and shareholder:

• PAN card (Indian nationals) or passport (foreign nationals)
• Aadhaar card, or other identity proof for foreign nationals
• Proof of address such as a bank statement or utility bill, not older than two months
• Passport-size photograph
• Email address and mobile number

For the registered office:

• Electricity bill, property tax receipt or water bill, not older than two months
• Rent agreement and a no-objection letter from the owner, if the premises are rented

Every director also needs a Digital Signature Certificate (DSC) so forms can be signed electronically.

The registration process

1. Get DSCs for the proposed directors.
2. Choose the name and keep two or three backups. The name is reserved when you file the incorporation form.
3. File SPICe+ (INC-32). This integrated form covers name reservation, incorporation, DIN allotment, PAN, TAN, and optionally GST, EPFO and ESIC registration, and opening a bank account.
4. Attach the MOA and AOA (INC-33 and INC-34), the declarations of directors, and address proof.
5. Pay the stamp duty and fees. These depend on your state and the authorised capital.
6. Registrar review. The ROC may approve the application or ask for corrections. Reply promptly to avoid resubmission fees.
7. Receive the certificate of incorporation with the Corporate Identification Number (CIN). PAN and TAN follow by email.

What you receive

• Certificate of incorporation with your CIN
• Company PAN and TAN
• Director Identification Numbers (DIN) for new directors
• Optional: GSTIN, EPFO and ESIC registrations, if you chose them in SPICe+

The first 180 days

Incorporation is not the end of the setup.

• Open a current account in the company's name and deposit subscription money.
• Issue share certificates to subscribers within the period the Act allows.
• Appoint the first auditor by board resolution within 30 days of incorporation, and file ADT-1.
• File INC-20A, the declaration of commencement of business, within 180 days. Without it, the company cannot start business or exercise borrowing powers.
• Keep the statutory registers (members, directors, share transfers) from day one.

Mistakes to avoid

• Choosing a name without checking trademarks. A cleared company name does not give you trademark rights; see trademark registration.
• Using a rented address without the owner's consent letter.
• Leaving shareholding to a handshake. Agree on percentages and vesting before filing.
• Treating annual filings as optional. Read annual ROC compliance before the first year ends.

If you are not sure a private limited company is right for you, compare it with OPC and LLP first. For the filing itself, see company registration.