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STARTUP & BUSINESS SETUP · BUSINESS REGISTRATION

Private Limited Company Registration

A private limited company is a business registered with the Ministry of Corporate Affairs that exists as its own legal person — separate from the people who own it.

SCOPE AND FEE FIXED IN WRITING BEFORE ENGAGEMENT GOVERNMENT FEES ITEMISED AT ACTUALS ONE NAMED PROFESSIONAL PER FILE

Why it matters

The company, not you, owns the assets and owes the debts. If the business fails, what you can lose is limited to the money you put into your shares — your house and personal savings sit outside it.

Banks, large customers and government departments treat a registered company differently from an individual. Many tenders and vendor onboarding processes will not accept an unregistered business at all.

It is the only common Indian structure that investors can put money into cleanly. Shares can be issued, transferred and held in escrow; a partnership arrangement cannot do any of that without being rewritten each time.

It continues after you. Directors change, shareholders sell, the company survives — which matters for long contracts, licences and anything with a renewal date attached.

Who needs this

Founders who expect to raise money from investors within the next two or three years
Any business that wants to offer equity or ESOPs to employees later
Businesses selling to large corporates or bidding for tenders that require an incorporated supplier
Two or more people going into business together who want ownership recorded in shares, not in a handshake
Anyone whose business carries real financial risk they do not want landing on personal assets

The process, step by step

01

Digital signatures for the directors

Every director signs the incorporation forms electronically, so each one needs a Class 3 digital signature certificate. This is usually the first thing done, because nothing can be filed until it exists.

02

Reserve the company name

Two names are proposed in order of preference. The registrar checks them against companies already on the register and against registered trademarks. An approved name is held for 20 days — the incorporation form must be filed inside that window or the reservation lapses.

03

Draft the constitution

The memorandum sets out what the company is allowed to do; the articles set out how it runs internally. These are drafted around your actual business, not pasted from a template, because the objects clause decides what you can lawfully trade in.

04

File SPICe+ with everything attached

One integrated form carries the incorporation, the directors' identification numbers, PAN, TAN, and the applications for GST, EPFO, ESIC and a bank account. Declarations and the registered-office proof are attached here.

05

Certificate of incorporation issued

The registrar issues the certificate carrying your CIN, with PAN and TAN allotted in the same approval. At that point the company legally exists and can open its bank account.

Which structure fits?

A quick way to place yourself before reading further. None of these is better in the abstract — they differ in who can own them and what you can do next.

Private limited LLP One person company
Owners required Two or more shareholders Two or more partners One member, plus a nominee
Personal liability Limited to shares held Limited to agreed contribution Limited to shares held
Raising equity Straightforward — investors buy shares Difficult; most structures assume shares Not until it converts to a company
Compliance burden Heaviest — AGM, board meetings, full filings Lightest — two annual filings Moderate — company filings, no AGM
Best for Businesses that will raise money or issue ESOPs Professional partnerships funding growth from earnings A solo founder who wants a company structure now

Documents you will need

Sent to you as one consolidated checklist, not as a trickle of requests across a week.

01 PAN of every director and shareholder
02 Aadhaar or passport as identity proof
03 A recent passport-size photograph of each director
04 Bank statement or utility bill for each director, not older than two months
05 Registered office proof — the latest utility bill for the premises
06 If the premises are rented: the rent agreement and a no-objection letter from the owner

Typical timeline

5–7 working days for a clean application

WHAT ACTUALLY MOVES IT

A name refused at the reservation stage is the single most common delay — it adds three to five working days
Address proof older than two months is the most common resubmission remark
Registrar workload varies; we tell you at the quote stage if the office is running behind

These are honest working ranges, not guarantees. Departmental workload, objections and document quality all move the real duration — and where an office is running behind, we say so at the quote stage rather than after you engage us.

Common mistakes

Choosing a name nobody searched

Roughly one application in five is refused for resembling an existing company or a registered trademark. Both registers are searchable in minutes, and checking before filing costs nothing while a refusal costs a week.

Using an address proof that has aged out

The bill must be under two months old on the date of filing, not on the date you collected it. Documents gathered at the start of a slow month often expire mid-process.

Treating the certificate as the finish line

Two obligations start the day the company exists — the first auditor within 30 days and the commencement filing within 180 days. Missing either is expensive and entirely avoidable.

Writing an objects clause that is too narrow

The memorandum decides what the company may lawfully do. A clause drafted around today's single product means an amendment later when the business widens.

What happens after

The certificate is not the end of the matter. These are the obligations that start the day it is issued — and they are on the calendar we hand over, whether or not you engage us for that work.

Appoint the first auditor by board resolution within 30 days of incorporation
File INC-20A, the declaration of commencement of business, within 180 days
Open the company bank account and bring in the subscription money stated in the memorandum
Maintain the statutory registers from day one — they are inspectable
Annual ROC compliance begins from the first financial year: AOC-4, MGT-7 and the AGM

Questions we are actually asked

Can I use my home as the registered office?

Yes. You need a utility bill for the premises not older than two months and, if you do not own it, a no-objection letter from the owner. We provide the NOC format.

How many people do I need?

Two directors and two shareholders as a minimum, and the same two people can be both. At least one director must have stayed in India for 182 days in the previous financial year.

Is there a minimum capital?

No. There is no prescribed minimum paid-up capital for a private limited company. You state an authorised capital and bring in the subscription money after incorporation.

What if the name is rejected?

We refile at no additional professional fee; the government challan is payable again. It adds three to five working days, which is precisely why we search both registers first.

HOW YOUR FILE IS REPORTED

You see the stage your matter is at, not a status you had to ask for.

Every stage is reported as it happens, with the acknowledgement or challan attached the day it is raised. The panel below is a specimen of that view, not a live client file — an engagement at day zero looks exactly like this.

SPECIMEN FILE · PRIVATE LIMITED COMPANY 0 OF 5 FILED
Registers searched — MCA and IP IndiaPENDING
Digital signatures issuedPENDING
Name reservedPENDING
Incorporation filedPENDING
Certificate issued and file handed overPENDING
EVERY ACKNOWLEDGEMENT, SRN AND CHALLAN FORWARDED THE DAY IT IS RAISED

Tell us what you need. We will quote it in writing.

Scope, the document checklist, an honest timeline and a fixed professional fee — before any engagement letter exists. Government fees are shown separately at actuals, because they are the government's money, not ours.

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