Private Limited Company
registration in India.
The default corporate structure for founders raising capital, hiring teams, or building a business they expect to scale beyond a two-person partnership. Senior CA and CS sign-off, honest timelines, no templated garbage.
Scope my incorporationWhat is a Private Limited Company?
A Private Limited Company (Pvt Ltd) is a corporate structure under the Companies Act, 2013 where ownership is split into shares held by up to 200 shareholders, liability is limited to the unpaid capital on each share, and the entity exists in law as a separate person from its owners. This separation is what lets a Pvt Ltd open bank accounts, sign contracts, hire employees, raise external capital, and continue to exist even if the original founders exit.
It is the default structure for any Indian business that expects to raise institutional capital (angels, VCs, or NBFCs), build a team of more than a handful of employees, work with large enterprise or government customers who demand incorporated vendors, or build intellectual property that may be sold or licensed. For a lifestyle service business with 1–2 partners and no fundraising plan, an LLP or Sole Proprietorship may be a lighter and cheaper fit — we help you decide in the scoping call.
Who should register a Private Limited Company?
Pick a Pvt Ltd if any of these describe your situation:
- You expect to raise funding. Angel investors, VCs, and most lending platforms will only invest in a Pvt Ltd. Converting a sole proprietorship or LLP to a Pvt Ltd mid-fundraise is doable but adds months and legal cost.
- You have co-founders. A share-based cap table is the cleanest way to document founder equity, ESOP pools, and future dilution. Partnership deeds in a sole prop or LLP are harder to amend.
- You plan to issue employee stock options. ESOPs are structured around shares; only a Pvt Ltd (or Public Ltd) can issue them cleanly.
- Your customers are large companies or government bodies. Vendor empanelment, GeM registration, and most tenders prefer or require an incorporated company.
- You want personal asset protection. Director liability is limited to the unpaid value of shares held, barring fraud or wilful default. A sole proprietor is personally liable for all business debts.
Pick an LLP instead if you are a service firm with 2–5 partners, no plan to raise capital, and want simpler annual compliance. Pick a sole proprietorship if you are a freelancer or solo consultant with no team and no funding plans.
What is included
- Up to 2 Director Identification Numbers (DINs)
- 2 Class-3 Digital Signature Certificates (DSCs)
- Company name reservation (with up to 2 re-filings if rejected)
- Drafting of MOA (Memorandum of Association) and AOA (Articles of Association)
- SPICe+ (Part A + Part B) filing with the Registrar of Companies
- PAN and TAN allotment through SPICe+
- EPFO and ESIC registration (statutory, auto-included)
- Bank account opening coordination with your preferred bank
- Certificate of Incorporation delivery (digital + hard copy)
- Day-one compliance calendar covering ROC, GST, TDS and payroll deadlines
Documents you need to prepare
- PAN card of each director (self-attested)
- Aadhaar or passport (identity proof) of each director
- Latest utility bill or bank statement (address proof, under 2 months old)
- Passport-size photograph of each director
- Proof of registered office address (rent agreement + NOC from owner, or ownership document)
- Latest electricity or water bill for the registered office (under 2 months old)
- Proposed company name — ideally 2 options in order of preference
- Brief description of the proposed business activity
All documents must be self-attested. Address proofs must be under 60 days old on the date of filing. If any director is a foreign national, passport copies must be apostilled or notarised in the country of residence.
How the process actually runs
01
Scoping call
A 30-minute call to confirm this structure is right for you, understand shareholding, and lock the proposed name shortlist. If an LLP or OPC is a better fit, we tell you honestly.
02
Digital Signature Certificates (DSCs)
We obtain Class-3 DSCs for each proposed director. These are the signing keys for every subsequent MCA filing. Turnaround: 1–2 working days.
03
Name reservation (RUN / SPICe+ Part A)
We file name availability with the MCA. The Registrar typically responds in 2–4 working days. If a name is rejected, we re-file with the backup options at no extra cost.
04
SPICe+ Part B · MOA · AOA · AGILE-PRO
The master incorporation form plus the constitutional documents (Memorandum and Articles of Association) and the single-window service for PAN, TAN, EPFO, ESIC and professional tax where applicable.
05
Certificate of Incorporation
Issued by the Registrar of Companies — typically 5–10 working days after SPICe+ submission, subject to MCA load. This is the legal birth of your company.
06
Post-incorporation handover
We hand over the full file — Certificate of Incorporation, PAN, TAN, MOA, AOA, DIN allotment letters, EPFO/ESIC registrations, and a day-one compliance calendar. Bank account coordination included.
Common mistakes founders make
⚠ Picking a name that gets rejected
The MCA rejects names that are too close to existing companies, contain reserved words (Bank, Insurance, Stock Exchange etc.), or do not reflect the business activity. We check availability against the MCA + Trademark Registry before filing to avoid wasted cycles.
⚠ Using a residential address without the right paperwork
A residential address can be used as the registered office, but you need a NOC from the owner on stamp paper plus a current utility bill. Missing either is the single most common cause of SPICe+ rejection.
⚠ Treating authorised capital as a cost
Authorised capital does not need to be paid up on day one — but the stamp duty on authorised capital is a one-time cost. Founders often inflate authorised capital unnecessarily, paying thousands in stamp duty for shares they never issue.
⚠ Ignoring the shareholding structure before incorporation
Changing shareholding after incorporation requires board resolutions, share transfer forms, and ROC filings. Decide founder splits, ESOP pool reservation, and any investor-friendly structuring (SAFEs, convertible notes) before you file.
⚠ Forgetting the day-after compliance load
A Pvt Ltd triggers monthly, quarterly and annual compliance from the day it is incorporated — DIR-3 KYC, ROC filings, GST (if applicable), TDS, auditor appointment within 30 days. Missing these in year one leads to penalties that outlast the convenience of the structure.
Frequently asked questions
How much paid-up capital do I need to start a Private Limited Company?
There is no minimum paid-up capital requirement in India since the Companies (Amendment) Act 2015. You can start a Pvt Ltd with ₹1 of paid-up capital. The authorised capital is a different number — it is the ceiling you are permitted to issue, and it attracts a one-time stamp duty.
Do I need an office address, or can I use my home address?
You can use your home address as the registered office, provided you supply a NOC from the property owner (even if the owner is a family member) and a current utility bill. You can change the registered office later through a board resolution and MCA filing.
How many directors and shareholders do I need?
A Pvt Ltd requires a minimum of 2 directors and 2 shareholders (the same people can hold both roles). At least one director must be a resident of India (182+ days in the preceding financial year). The maximum is 15 directors and 200 shareholders.
Can a Pvt Ltd be converted to a Public Limited or LLP later?
Yes to both. Conversion to a Public Limited Company requires 7 shareholders, 3 directors and a special resolution. Conversion to an LLP is permitted but requires creditor NOCs, member approval, and MCA sanction. Neither is instant, but neither is blocked.
Will my company be visible on the MCA website after registration?
Yes. Every registered company is listed on mca.gov.in with its CIN, directors, registered office, authorised and paid-up capital, and filing history. This is public information and part of why incorporation gives you credibility with vendors, banks and investors.
What compliance work starts the day the company is incorporated?
Auditor appointment within 30 days of incorporation; commencement of business declaration (INC-20A) within 180 days; DIR-3 KYC for each director annually; GST registration if turnover thresholds are crossed; TDS deductions and quarterly returns; annual ROC filings (AOC-4 and MGT-7). We cover all of this under our ongoing compliance retainer, or you can route it elsewhere.
Can foreign nationals or NRIs be directors or shareholders?
Yes. Foreign nationals and NRIs can hold any number of shares and serve as directors, subject to the condition that at least one director is an Indian resident. FDI reporting (FC-GPR) is required for share allotments to non-residents, and the business sector must be open under the automatic FDI route or require government approval.
Why work with Cosmoura on this
Online filing portals and chartered accountants both register companies. The difference is what happens on day eleven. A filing portal collects a fee, dispatches a ticket, and moves on — if the MCA rejects your name on day four, you discover it from an automated email and start again. A one-person CA handles the file in parallel with twenty others, and your questions wait in a queue.
Cosmoura is a services firm. The same senior CA or CS who runs your incorporation stays on your file afterwards for annual ROC filings, DIR-3 KYC, auditor appointments and the rest. If you want, you move onto a monthly retainer for GST, bookkeeping and payroll — the handover is zero because there is no handover. Most of our incorporation clients do.
Ready to incorporate?
Send us one email with your proposed business name and shareholding, and we will reply within a working day with a scoped plan and a realistic timeline — no sales pressure, no automated drip sequence.
Scope my incorporation