## Why Register a Private Limited Company?

A private limited company under the **Companies Act, 2013** offers:
- **Limited liability** — shareholders' personal assets are protected
- **Separate legal entity** — can contract, own property, sue, and be sued in its own name
- **Perpetual succession** — continues regardless of changes in shareholders or directors
- **Tax efficiency** — corporate tax at 22% (Section 115BAA) vs. 30% for individuals in highest slab
- **Credibility** — preferred by investors, banks, and large enterprises

## Legal Framework

Key provisions under the Companies Act, 2013:
- **Section 2(68)** — Private company: minimum 2, maximum 200 shareholders; share transfer restricted
- **Section 3** — Formation requires minimum 2 persons
- **Section 149** — Minimum 2 directors; at least one must be a **resident of India** (≥ 182 days in previous calendar year)

## Prerequisites

Each director needs a **Director Identification Number (DIN)** and a **Class 3 Digital Signature Certificate (DSC)** issued by a licensed certifying authority (eMudhra, Sify, NSDL).

## Step-by-Step Registration Process

### Step 1 — Obtain DSC
Class 3 DSC required for all proposed directors to sign electronic forms on MCA21.

### Step 2 — Name Reservation via RUN
File **RUN (Reserve Unique Name)** application on MCA21 with 2 preferences. Approved within 2-3 working days. Reservation valid for 20 days.

### Step 3 — Draft MOA and AOA
- **Memorandum of Association (MOA)** — defines the company's objects and liability clause (Table A/B templates under Companies (Incorporation) Rules, 2014)
- **Articles of Association (AOA)** — internal governance rules (Table F template for private companies)

### Step 4 — File SPICe+ Form
**SPICe+** is the single integrated form bundling:
- Incorporation (INC-32) + DIN allotment for proposed directors
- PAN and TAN allotment via NSDL
- EPFO and ESIC registration
- [GST registration](https://www.harunraaj.com/services/gst-registration) (optional — via AGILE-PRO-S)
- Professional Tax registration (state-specific)

### Step 5 — ROC Scrutiny and Certificate of Incorporation
The ROC issues the **Certificate of Incorporation (COI)** carrying the **Company Identification Number (CIN)** within **5-10 working days**.

## Documents Required

**From each director:** PAN card, Aadhaar card (self-attested), passport-size photograph, proof of residential address (not older than 2 months).

**For registered office:** Electricity bill / property tax receipt, NOC from owner if rented, rent agreement.

## Government Fees

| Authorised Capital | MCA Filing Fee |
|---|---|
| Up to ₹1,00,000 | ₹200 |
| ₹1,00,001 – ₹5,00,000 | ₹300 |
| ₹5,00,001 – ₹10,00,000 | ₹400 |
| ₹10,00,001 – ₹50,00,000 | ₹500 |

Professional fees: typically ₹5,000–₹15,000.

## Post-Incorporation Compliance

- Open current account within 30 days
- File PAS-3 (Return of Allotment) within 30 days of share issuance
- Hold first board meeting within 30 days (Section 173)
- Appoint statutory auditor — file ADT-1 within 15 days (Section 139)
- Register for GST if turnover threshold is met

## Typical Timeline

| Step | Days |
|---|---|
| DSC procurement | 1-2 days |
| Name reservation | 2-3 days |
| SPICe+ preparation and filing | 2-3 days |
| ROC scrutiny and COI | 5-10 working days |
| **Total** | **10-18 days** |

Our team manages DSC, DIN, name reservation, SPICe+, MOA/AOA drafting, and all post-incorporation filings. Use the HRA portal to get started.

## Frequently Asked Questions

### What is the minimum number of directors for a private limited company?

Under Section 149(1) of the Companies Act, 2013, a private limited company must have a minimum of 2 directors. At least one director must be a resident of India — defined as a person who has stayed in India for at least 182 days in the preceding calendar year. The maximum number of directors is 15, extendable by special resolution.

### How much capital is required to register a private limited company?

There is no minimum paid-up capital requirement since the Companies (Amendment) Act, 2015. You can incorporate with as little as ₹1 of share capital. The authorised capital determines stamp duty payable — typically ₹1 lakh authorised capital is standard for new companies, with stamp duty varying by state.

### How long does company registration take in India?

Using the SPICe+ (Simplified Proforma for Incorporating Company electronically Plus) form on MCA21, incorporation typically takes 5–7 working days if all documents are in order. This includes name reservation, DIN allotment, PAN/TAN issuance, GST registration, and EPFO/ESIC registration — all through a single integrated form.

### What is the annual compliance cost for a private limited company?

Mandatory annual compliances include: ROC annual filing (MGT-7A + AOC-4), [income tax return](https://www.harunraaj.com/services/itr-filing), board meetings (minimum 2 per year under Section 173), financial statement preparation, and statutory audit (if applicable). Professional fees for these typically range from ₹15,000 to ₹40,000 per year for a small company with minimal transactions, excluding GST and [TDS compliance](https://www.harunraaj.com/services/tds-compliance) costs.

### Can a foreign national be a director in an Indian private limited company?

Yes. A foreign national can be a director, but they must obtain a Director Identification Number (DIN) and a Digital Signature Certificate (DSC). They must also have a valid passport and provide an address proof from their country of residence, apostilled or notarised. The company must still have at least one resident Indian director.

I'm CA Harun Raaj, Visakhapatnam. If any of this affects you or your business, reach out — I'd be glad to help.

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## See Also

- [ROC Annual Filing Compliance Checklist for Private Limited Companies (FY 2025-26)](https://www.harunraaj.com/blog/roc-annual-filing-compliance-checklist-companies)
- [LLP vs Private Limited Company — Which Is Better for Your Business?](https://www.harunraaj.com/blog/llp-vs-private-limited-company-comparison)
- [EPF and ESIC Compliance Guide for Employers in India (2026)](https://www.harunraaj.com/blog/epf-esic-compliance-guide-employers-india)

Canonical: https://www.harunraaj.com/blog/private-limited-company-registration-india