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Company registration

Private Limited Company Registration: The Process, Start to Finish

✓ 4 official and published sources✓ Written for Indian sellers and small businesses

To register a private limited company, you get digital signatures for the directors, reserve a name in SPICe+ Part A, then file SPICe+ Part B with the e-MOA, e-AOA and AGILE-PRO-S on the MCA portal. Approval brings a certificate of incorporation carrying the CIN, PAN and TAN. You need two directors and two shareholders.

Key points
  • Minimum two directors and two shareholders. The same two people can be both.
  • The law sets no minimum paid-up capital. Many small companies start with Rs 1 lakh.
  • The SPICe+ filing fee is zero for authorised capital up to Rs 15 lakh. State stamp duty still applies.
  • A name approved in Part A is held for 20 days.
  • After incorporation, Form INC-20A is due within 180 days.
In this guide
  1. Who can form a private limited company?
  2. Which forms are involved?
  3. The process, step by step
  4. What does AGILE-PRO-S get you?
  5. A worked example: the 180-day clock
  6. What happens after incorporation?
  7. The mistake people usually make
  8. Should you do it yourself?

Who can form a private limited company?

Any two people. A private limited company needs at least two shareholders (the law calls them subscribers at the start, because they subscribe to the first shares) and at least two directors. You and your co-founder can fill both roles.

What about residence? At least one director must have stayed in India for 182 days or more during the financial year. The rule exists so that someone answerable is within reach of Indian regulators. If both founders live abroad, you need a third, resident director.

And capital? No minimum paid-up capital is prescribed. You choose an authorised capital, which is the ceiling up to which the company can issue shares, and the amount you put in on day one. Keep the ceiling modest. Up to Rs 15 lakh, the Ministry of Corporate Affairs (MCA) charges no filing fee.

Which forms are involved?

Everything is filed on mca.gov.in. There is one main web form and a few linked ones.

FormWhat it does
SPICe+ Part AReserves the company name
SPICe+ Part B (INC-32)The incorporation application. Also applies for director numbers (DIN), PAN and TAN
e-MOA (INC-33)Memorandum of association: what the company is set up to do and its capital
e-AOA (INC-34)Articles of association: the internal rules
AGILE-PRO-SEPFO, ESIC, bank account, optional GSTIN, and profession tax in three States
INC-9Declaration by subscribers and first directors, generated by the system
INC-20ADeclaration that business has commenced, filed after incorporation

You may have heard of RUN for reserving a name. For a new company, the name now goes through SPICe+ Part A. RUN is used when an existing company changes its name.

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The process, step by step

  1. Get a Digital Signature Certificate (DSC) for each director and subscriber. A DSC is the electronic equivalent of your signature, issued on a USB token. Every subscriber and director signs with one.
  2. Register on the MCA portal. Each person who will sign needs a business user login, with the DSC linked to it.
  3. Reserve the name in Part A. You pick the company type, up to three business activity codes and the name. Filed on its own, Part A takes two names, costs Rs 1,000 and the approved name is held for 20 days. Filed together with Part B, it takes one name.
  4. Fill Part B. It covers capital, registered office, subscribers, directors, stamp duty and the PAN and TAN details. Up to three directors without a DIN can get one through this form.
  5. Complete the linked forms. The e-MOA and e-AOA come first, then AGILE-PRO-S, then INC-9.
  6. Sign and upload. Download the PDFs, affix the DSCs and upload them. A practising professional also certifies the form. The upload must happen within 15 days of the application number being generated.
  7. Pay. One challan covers the form fee, MOA and AOA fees, PAN and TAN. Stamp duty is paid on the portal too. Payment is due within 7 days of the upload, or the application is cancelled.
  8. Answer any query. The Central Registration Centre may send the form back. You get two chances to resubmit.
  9. Receive the certificate of incorporation. It comes by email and shows the Corporate Identification Number (CIN), with the PAN and TAN printed on it.

What does AGILE-PRO-S get you?

Registrations you would otherwise chase one by one. It is compulsory with Part B. Through it, every new company applies for an EPFO establishment code, an ESIC employer code and a bank account. GST registration is optional. Profession tax registration is compulsory only in Maharashtra, Karnataka and West Bengal. None of these carries a fee.

Worried about provident fund returns with no staff? MCA says EPFO and ESIC compliance starts only once you cross the limits in those laws. And if you will sell online, tick the GST option here, because marketplaces ask for a GSTIN. Our guide to the GST registration process covers the separate route.

A worked example: the 180-day clock

Meera and Farhan incorporate on 1 December 2026 with an authorised capital of Rs 1 lakh. Each subscribes to 5,000 shares of Rs 10, so each owes the company Rs 50,000. Their government cost at filing is small: Rs 0 filing fee, Rs 66 for PAN, Rs 65 for TAN, plus stamp duty of their State.

Now the clock starts. Each of them must pay the Rs 50,000 into the company's bank account, and the company must file INC-20A within 180 days, which is 30 May 2027. Miss it, and the penalty reported under section 10A is Rs 50,000 on the company and Rs 1,000 a day on each officer in default, up to Rs 1 lakh each. That can exceed the whole capital of the company.

What happens after incorporation?

  • Bank account. Activate the account applied for through AGILE-PRO-S and deposit the share money from your personal accounts.
  • INC-20A within 180 days. The form now asks for a photograph of the registered office, outside and inside, with at least one director in the frame.
  • INC-22 within 30 days, only if the registered office is different from the correspondence address given in SPICe+.
  • Yearly filings. An audit, financial statements and an annual return are due every year, even with no sales. See what that costs in our company registration cost breakdown.

The mistake people usually make

Treating the certificate as the finish line. Founders get the CIN, start trading and never move the share money from their personal account to the company's. Then INC-20A cannot be filed honestly, the 180 days run out and penalties start. The Registrar can also move to strike off a company that never filed this declaration.

The second mistake is a careless name. A name too close to an existing company, LLP or registered trademark is sent back or rejected. Search the MCA name database and the trademark register before you pay Rs 1,000.

Should you do it yourself?

You can fill most of it yourself, and you should read every field before signing. But the form needs a practising professional's digital signature, so you will work with a CA, CS or cost accountant either way. What you control is how prepared you are. Keep the papers in our documents checklist ready and the filing moves without back and forth.

How AprilTax can help

AprilTax handles company registration online for private limited companies, one person companies and limited companies. You fill one form and upload the documents, and a Tax Expert takes it forward from there. The fee is shared on a call. Start at company registration.

Frequently asked questions

How many directors and shareholders does a private limited company need?
At least two directors and two shareholders. The same two people can hold both roles. At least one director must have stayed in India for 182 days or more during the financial year.
Is there a minimum capital to register a private limited company?
No minimum paid-up capital is prescribed. You choose the authorised capital and how much to put in at the start. The MCA charges no SPICe+ filing fee when authorised capital is up to Rs 15 lakh, though State stamp duty still applies.
What is the difference between SPICe+ Part A and Part B?
Part A reserves the company name. Part B is the incorporation application and also applies for director identification numbers, PAN, TAN and, through the linked AGILE-PRO-S form, EPFO, ESIC, a bank account and optional GST registration. You can file Part A first, or both together.
How long is a reserved company name valid?
A name approved through SPICe+ Part A is reserved for 20 days from approval. You can extend it on the MCA portal by paying Rs 1,000 for 20 more days, or Rs 3,000 to take it to 60 days in one go, if you pay before the 20 days end.
Is GST registration compulsory while incorporating a company?
No. AGILE-PRO-S must be filed with SPICe+ Part B, but applying for a GSTIN inside it is optional. EPFO, ESIC and the bank account application are compulsory, and profession tax registration is compulsory in Maharashtra, Karnataka and West Bengal.
What is Form INC-20A and when is it due?
INC-20A is the declaration that the subscribers have paid for their shares and the company has commenced business. It is due within 180 days of incorporation. A company that has not filed it should not start business or borrow.
Do I get PAN and TAN separately after incorporation?
No. They are applied for inside SPICe+ Part B, paid for in the same challan (Rs 66 for PAN and Rs 65 for TAN), and printed on the certificate of incorporation. The physical PAN card is sent later by the Income Tax Department.
How many directors can get a DIN through SPICe+?
Up to three directors who do not already hold a Director Identification Number can be allotted one through SPICe+ Part B. No separate DIN application is needed for them.

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CA Abhijeet

A Chartered Accountant on the AprilTax team who works with online sellers and small businesses every filing season.

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