How to Register a Private Limited Company in India (2026) — Step-by-Step Guide

To register a private limited company in India, you get DSCs for the directors, reserve a name and file the MCA's SPICe+ (INC-32) form online with the e-MOA, e-AOA and AGILE-PRO-S; the ROC then issues a Certificate of Incorporation with the CIN, PAN and TAN. You need two directors and two shareholders, no minimum capital, and the MCA filing fee is nil up to ₹15 lakh authorised capital, so the main government costs are the ₹1,000 name fee and state stamp duty.

Registering a Private Limited Company (Pvt Ltd) in India is the first step for any serious entrepreneur. A Pvt Ltd gives you limited liability, easier fundraising, professional credibility, and a structure that scales with your business. In this guide, we walk through the entire process as it stands in October 2026, from name approval to the incorporation certificate and the deadlines that follow it.

At a glance (October 2026)

1. What is a Private Limited Company?

A Private Limited Company is a company registered under the Companies Act, 2013, with at least 2 directors and 2 shareholders. It is a separate legal entity from its owners ("members"), which means the company itself can own property, sue, and be sued. The "private" part means you cannot offer shares to the public.

2. Benefits of a Pvt Ltd Company

• Limited liability — your personal assets are protected if the company gets into trouble
• Easier to raise investment from VCs, angels, and banks
• Better credibility with customers, vendors, and partners
• Easier to issue ESOPs to attract and retain talent
• Perpetual succession — the company outlives its founders
• Access to the concessional corporate tax regime (25.17% effective, including surcharge and cess) for companies that opt for it

3. Eligibility & Requirements

• Minimum 2 directors (at least 1 must be resident in India)
• Minimum 2 shareholders (can be the same as directors)
• A unique company name (not matching any existing company, LLP or registered trademark)
• Registered office address in India (can be residential)
• DSC (Digital Signature Certificate) for each director and subscriber
• DIN (Director Identification Number) for each director, allotted inside SPICe+ for new directors

4. Documents Required

• PAN + Aadhaar of all directors and shareholders
• Passport (for foreign directors / NRI shareholders)
• Address proof of each director, dated within the last two months
• Address proof of registered office (rent agreement + NOC + utility bill dated within two months)
• Photos of all directors and shareholders
• MoA (Memorandum of Association) — defines the objects; filed as e-MOA (INC-33)
• AoA (Articles of Association) — defines internal rules; filed as e-AOA (INC-34)
• INC-9 declaration and DIR-2 consent from each director

5. Step-by-Step Registration Process

Step 1: Get DSCs (DIN comes later, inside SPICe+)

Apply for a Class 3 Digital Signature Certificate (DSC) for each proposed director and subscriber. The DSC is used to sign forms on the MCA portal. A new director does not need a separate DIN application: the DIN is allotted through SPICe+ Part B when the company is incorporated.

Step 2: Name Approval (SPICe+ Part A or RUN)

Reserve the name through SPICe+ Part A, or through RUN if you want the name before the rest of the file is ready. The fee is ₹1,000 per name, and an approved name is held for 20 days, so Part B must be filed within that window. Check the name against existing companies, LLPs and registered trademarks first; a close match is the most common reason for rejection.

Step 3: File SPICe+ Part B with the linked forms

Part B carries the capital, directors, subscribers and registered office, and is filed together with the e-MOA (INC-33), e-AOA (INC-34), the INC-9 declarations and AGILE-PRO-S. AGILE-PRO-S applies, in the same filing, for EPFO and ESIC registration, a company bank account, GSTIN if you opt for it, professional tax in Maharashtra, Karnataka and West Bengal, and Shops and Establishments registration in Delhi.

Step 4: Pay the fees and stamp duty

Stamp duty on the MOA and AOA is levied by the state where the registered office sits and is calculated on authorised capital, not paid-up capital. It is paid in the same SPICe+ challan as the MCA fees and the PAN and TAN charges. The SPICe+ filing fee itself is nil up to ₹15 lakh authorised capital.

Step 5: Get the Certificate of Incorporation

The Central Registration Centre examines the file. If it is in order, the company receives the Certificate of Incorporation with its CIN, along with PAN, TAN and the DINs of new directors. If not, a resubmission request is raised; resubmissions are limited, so each reply needs to be complete.

Step 6: Open the bank account and file INC-20A

Open the current account applied for through AGILE-PRO-S, have every subscriber pay for their shares into it, and file INC-20A, the declaration of commencement of business, within 180 days of incorporation. The company should not start business or borrow until INC-20A is filed. Our INC-20A filing service handles this step.

6. Timeline & Fees

Worked example: ₹1,00,000 authorised capital

Two founders incorporate with ₹1,00,000 authorised capital and one approved name. MCA filing fee: nil, because capital is under ₹15 lakh. Name reservation: ₹1,000. Stamp duty: the rate of their state on the MOA and AOA, paid in the same challan. Our professional fee: ₹1,999 plus 18% GST of ₹359.82, with DSCs charged separately. The only number that changes from state to state is stamp duty, which is why the company registration cost calculator asks for your state first. A line-by-line view is in our Pvt Ltd registration cost breakdown.

7. Post-Incorporation Compliance

• Open a current bank account in the company name and deposit the subscription money
• Issue share certificates to the initial shareholders
• Maintain statutory registers (members, directors, charges)
• File INC-20A (commencement of business) within 180 days
• Get GST registration once turnover crosses the threshold (₹40 lakh for most suppliers of goods, ₹20 lakh for services, lower in special category states), or from the start if you make inter-state supplies of goods or sell through an e-commerce operator
• Get MSME / Udyam registration (for benefits)
• File annual returns (AOC-4, MGT-7) with the ROC
• Maintain books of accounts and file income tax returns

Our first 180 days after incorporation checklist covers each of these in order.

8. Common Mistakes to Avoid

• Choosing a name too similar to an existing company or trademark
• Not getting NOC from the property owner, or using a utility bill older than two months
• Letting the approved name lapse by missing the 20-day window for Part B
• Filing with more authorised capital than needed (paying the MCA scale fee and higher stamp duty)
• Not opening a bank account (required for share capital deposit)
• Missing the INC-20A filing deadline (180 days)

Still choosing a structure? Compare the options in LLP vs Pvt Ltd. For a city-specific view of the registrar and stamp duty, see, for example, Pvt Ltd registration in Noida.

Frequently Asked Questions