How to Register a Private Limited Company in India: Step-by-Step

Incorporating a private limited company in India is a single integrated filing — SPICe+ — which also obtains the company's PAN, TAN, DINs for the first directors, EPFO and ESIC registration and a bank account application. The mechanics are well defined. What delays incorporations is name rejection, and what catches founders afterwards is the two filings due in the first six months.

Here is the whole sequence.

Step 1: Decide the structure first

Before filling anything in, be sure a private limited company is what you want.

If you intend to raise institutional money or grant employee options, it is a private limited company. If you want the simplest possible compliance for a professional practice or a family business with no outside capital, an LLP is cheaper to run.

Step 2: Get the DSCs

Every subscriber and every proposed director needs a Digital Signature Certificate — a Class 3 DSC from a licensed certifying authority, obtained with PAN, Aadhaar, a photograph and video verification.

This is the step to start first. It takes a day or two for Indian applicants and considerably longer for applicants abroad. Note the expiry date when you get it; a DSC typically lasts two or three years and expires silently, usually the evening before an annual filing deadline.

Step 3: Reserve the name — SPICe+ Part A

Create an MCA account, open SPICe+ and file Part A with up to two proposed names and the proposed business activity.

Names get rejected a great deal, and almost always for reasons you can check yourself beforehand:

• identical or too nearly resembling an existing company or LLP name. Search the MCA master data and the trademark register — both, because a name clear at MCA can still infringe a registered trademark;
• identical to a registered trademark in the relevant class, unless you have the proprietor's consent;
• containing a word that needs approval — anything suggesting state patronage, or regulated words like bank, insurance, stock exchange, venture capital, mutual fund, chit fund;
• generic or descriptive to the point of being no name at all;
• offensive, or in breach of the emblems and names legislation.

Practical rules that improve your odds: make the distinctive word genuinely distinctive rather than a common dictionary word; do not rely on a different suffix, spacing, plural or spelling variant to distinguish you from an existing name; and keep the activity described in Part A consistent with the main object you will put in the MOA.

The approved name is reserved for twenty days, within which Part B must be filed. You can resubmit once if both names are rejected.

Step 4: Gather the documents

For every director and shareholder:

• PAN card
• Aadhaar card
• passport-size photograph
• identity proof — passport, driving licence or voter ID
• address proof — bank statement or a utility bill not older than two months

For the registered office:

• latest electricity, water or gas bill
• rent agreement, if rented
• NOC from the owner

For a foreign national or NRI subscriber:

• passport, mandatorily
• address proof
• documents apostilled where the country is party to the Hague Convention, consularised where it is not

Start the apostille process immediately. It happens abroad, outside your control, and it is what sets the timeline on a cross-border incorporation.

Step 5: File SPICe+ Part B

Part B is the incorporation application proper. It captures:

• capital structure — authorised and paid-up capital, and the shareholding of each subscriber;
• registered office address and its proof;
• directors and subscribers, with their KYC and DIN applications for anyone who does not already hold one (up to three first directors can get a DIN through SPICe+);
• the main objects, which must be consistent with the activity declared in Part A.

Filed alongside it:

• e-MOA (INC-33) — the memorandum, stating the objects and the subscribers' shareholding;
• e-AOA (INC-34) — the articles, the company's internal rulebook. Take a view on the articles rather than accepting the default: pre-emption rights, transfer restrictions, board composition and quorum are all easier to set now than to amend later;
• INC-9 — the subscribers' and first directors' declaration, generated automatically;
• AGILE-PRO-S (INC-35) — the linked application for GSTIN (optional), EPFO and ESIC (mandatory), professional tax where applicable, a bank account and shops-and-establishment registration in some states.

Pay the MCA fee and the state stamp duty, which vary with authorised capital and with the state of the registered office.

Step 6: Incorporation

If the Registrar is satisfied, you receive:

• the Certificate of Incorporation, carrying the CIN;
• the company's PAN and TAN;
• EPFO and ESIC numbers, and the GSTIN if you applied for one.

If the Registrar is not satisfied, the form is marked for resubmission with the defects listed. Resubmission windows are short — fix and refile promptly rather than starting over.

Step 7: The first six months — the part nobody warns you about

This is where new companies fall into default within their first year.

1. Open the current account and have the subscribers actually pay in their subscription money. On paper they have agreed to subscribe; the money has to move.
2. Appoint the first auditor — by the board, within 30 days of incorporation. If the board does not, the members must, within 90 days.
3. File INC-20A, the declaration of commencement of business, within 180 days of incorporation, after the subscription money is in the account. Until it is filed the company should not borrow or begin business, and the penalty for not filing is disproportionate to the effort of filing.
4. File ADT-1 for the auditor's appointment.
5. Hold the first board meeting within 30 days of incorporation, and thereafter as the Act requires.
6. Maintain the statutory registers — members, directors, charges — and issue share certificates within two months of allotment.
7. Diarise the annual cycle: first AGM within nine months of the end of the first financial year, then AOC-4 within 30 days of it and MGT-7A within 60. The detail is in our post on ROC annual filing.
8. DIR-3 KYC by 30 September every year, for every director holding a DIN. What happens if you miss it is in our post on DIN deactivation.

What if something goes wrong?

• Both names rejected — resubmit with genuinely different, more distinctive options. Check MCA master data and the trademark register first.
• Part B marked for resubmission — read the defect description literally and fix exactly that. Most are document legibility or an address mismatch between the proof and the form.
• Name reservation expired — the twenty days are hard. File Part A again.
• A subscriber's apostilled documents are delayed — the name reservation will lapse before the papers arrive. Consider reserving the name again once the documents are actually in hand rather than burning a reservation.
• INC-20A missed — file it late with the additional fee and take advice; this one is worth regularising immediately rather than hoping it goes unnoticed.