The question founders ask is "how do I register a company". The question that actually decides the next three years is whether they need one. A private limited company is what an investor will insist on before writing a cheque, and it is also a permanent statutory audit, an AGM and a stack of ROC filings that a two-person consultancy with no fundraising plans will resent every single year.
Incorporating a private limited company means filing SPICe+ on the MCA portal, which bundles name reservation, DIN, PAN, TAN, EPFO, ESIC and a bank account into one application, and produces a Certificate of Incorporation with your CIN in roughly 7 to 10 working days.
The bottom line
What you need: two directors and two shareholders (one person can be both), at least one director resident in India, and digital signatures. There is no minimum paid-up capital.
What it gets you: a separate legal person with limited liability and perpetual succession, able to issue equity shares and ESOPs — the reason investors prefer this structure over an LLP.
What it commits you to: a statutory audit every year regardless of revenue, an AGM, board meetings, and ROC filings whose late fees have no upper cap.
What incorporation actually does
Registration forms a company under the Companies Act, 2013 with the Registrar of Companies, under the Ministry of Corporate Affairs. What comes out the other side is a separate legal person: it owns assets in its own name, signs contracts in its own name, and its shareholders' liability is limited to what they put in.
Perpetual succession is the part people underrate. The company survives its founders leaving, dying or selling out. A proprietorship does not.
Choosing this structure, or not
Pick a private limited company if you intend to raise equity. Investors want shares, a clean cap table and the ability to grant ESOPs, and none of that works neatly in an LLP.
Pick something lighter if you do not. A company carries a mandatory annual statutory audit whether or not it earned a rupee, plus AOC-4, MGT-7 and the rest, with uncapped daily late fees and director disqualification for prolonged default. For a small business with no fundraising ambition, that is real money and real risk bought for nothing.
The forms, and what each one is
Everything runs through the MCA portal on MCA21 V3, and SPICe+ — Simplified Proforma for Incorporating a Company Electronically Plus — is the master form that pulls the rest along with it.
Around it sit e-MoA (INC-33) for the Memorandum of Association, which states what the company is for, and e-AoA (INC-34) for the Articles of Association, its internal rulebook. INC-9 is the subscriber declaration. AGILE-PRO-S handles GST, EPFO, ESIC, the bank account and professional tax. Section 10A and Form INC-20A come afterwards.
Step by step
- Get Class 3 Digital Signature Certificates for every proposed director and subscriber. Nothing can be filed without them.
- SPICe+ Part A — reserve the name. Propose up to two names and the system checks availability. RUN is now used mainly for changing an existing company's name, not for incorporation.
- SPICe+ Part B — incorporate. Capital structure, registered office, director and shareholder details. This step also allots DIN for up to two first-time directors and applies for PAN, TAN, EPFO, ESIC, a bank account, optional GSTIN, and professional tax in Maharashtra.
- File the linked forms — e-MoA, e-AoA, INC-9 and AGILE-PRO-S.
- Affix the digital signatures, pay the incorporation fee and stamp duty, and submit. A Service Request Number is generated.
- The Central Registration Centre processes it. If anything is flagged you get one resubmission within the allowed window, so it is worth getting right the first time.
- The Certificate of Incorporation is issued digitally with the CIN, PAN and TAN, typically within 7 to 10 working days.
- File INC-20A within 180 days to declare commencement of business, then open the bank account, deposit the subscription capital and appoint the first auditor.
Who can incorporate
A private limited company needs a minimum of two directors and two shareholders, and the same individual can hold both roles. At least one director must be resident in India. Membership is capped at 200. There is no minimum paid-up capital, so a company can be incorporated with nominal capital and increased later.
A One Person Company allows a single owner where there is genuinely only one. Foreign nationals and foreign entities can be directors and shareholders, subject to the FDI rules for the sector.
What it looks like in practice
Two co-founders building a product they intend to raise angel money against choose a private limited company over an LLP, because the investor will want equity shares and an ESOP pool.
They obtain DSCs, reserve the name through SPICe+ Part A, complete Part B with capital and director details — the same form fetching DIN, PAN, TAN and GST — file the e-MoA and e-AoA, pay the fees, and receive the Certificate of Incorporation with CIN, PAN and TAN in about a week. INC-20A follows within 180 days, along with the auditor appointment.
The 180-day deadline is the one that catches people. Miss INC-20A and the company is barred from commencing business or borrowing, and it becomes a candidate for strike-off — a hard consequence for a form most founders have never heard of.
Common mistakes
- Proposing a name that collides with an existing company or a registered trademark, or uses a restricted word. This is the most common rejection.
- Filing with an expired or mismatched DSC.
- Entering the wrong authorised capital or the wrong NIC code for the business activity.
- Missing INC-20A within 180 days, which blocks the company from doing business at all.
- Treating incorporation as the finish line and skipping the auditor appointment, the bank account and the first board meeting.
- Incorporating a company when an LLP or proprietorship would have done, and paying for audits and filings the business never needed.
Frequently asked questions
How many people are needed to start a private limited company? Two directors and two shareholders, and one person can be both. At least one director must be resident in India. A One Person Company allows a single owner.
Is there a minimum capital requirement? No. You can incorporate with any authorised capital and increase it later.
How long does incorporation take? Usually 7 to 10 working days when the documents are accurate. A resubmission adds a week or more.
Does SPICe+ also give me PAN, TAN and GST? Yes. SPICe+ and the linked AGILE-PRO-S form cover DIN, PAN, TAN, EPFO, ESIC, a bank account and an optional GSTIN in the same application.
What happens if I miss INC-20A? The company cannot lawfully commence business or exercise borrowing powers, and it becomes liable to be struck off the register.
Can I incorporate without a physical office? You need a registered office address with valid proof and the owner's consent. It can be a residential address.