Get Expert Assistance for Pvt Ltd Registration via SPICe+ v3 in 7 Working Days Starting at Just ₹2,499
100% Online MCA21 V3 Filing. DIN + DSC + PAN + TAN + GSTIN + EPFO + ESIC Included. ₹2,499 is ComplianceBharo professional fee for end-to-end assistance. Government fees charged separately at actuals.
A Private Limited Company is the entity type defined under Section 2(68) of the Companies Act, 2013. By its Articles of Association, it restricts the transfer of its shares, caps its total membership at 200 shareholders, and is prohibited from inviting the general public to subscribe to its shares or debentures. In exchange for these restrictions, it unlocks limited liability, a separate legal identity, and access to institutional and venture capital in a way sole proprietorships and partnerships simply cannot.
Registration is carried out entirely online through SPICe+ (INC-32) on the MCA21 V3 portal — the Ministry of Corporate Affairs' integrated incorporation form that bundles name reservation, incorporation particulars, the Memorandum and Articles of Association, PAN, TAN, and (via the linked AGILE-PRO-S form) GSTIN, EPFO, ESIC and bank account opening into a single filing. Once the Registrar of Companies is satisfied with the application, it issues a digitally signed Certificate of Incorporation bearing a unique 21-digit Corporate Identification Number (CIN)— the company's permanent identity across every MCA record thereafter.
A Pvt Ltd company needs a minimum of 2 and a maximum of 200 shareholders, with liability capped strictly to the unpaid value of shares held by each member under Section 2(22)(a). Once incorporated, the company becomes a distinct legal person under Section 9 — capable of owning property, entering contracts, and suing or being sued in its own name, entirely independent of its directors and shareholders. This separation, combined with perpetual succession, means the company's existence is unaffected by the death, resignation, or exit of any individual director or shareholder — ownership simply transfers by way of share transfer.
| Parameter | Details |
|---|---|
| Governing Law | Companies Act, 2013 — definition under Section 2(68), liability under Section 2(22)(a), legal entity status under Section 9 |
| Regulator | Ministry of Corporate Affairs (MCA), through the jurisdictional Registrar of Companies (RoC) |
| Primary Form | SPICe+ (INC-32), Part A & Part B, filed electronically on the MCA21 V3 portal |
| Processing Time | 7–10 working days from submission of a complete, error-free application |
| Min Directors | 2 (at least 1 must be a resident of India — present in India for 182+ days in the preceding calendar year) |
| Max Shareholders | 200 (past or present employee-shareholders are excluded from this cap) |
| Min Paid-up Capital | No statutory minimum — a company can be incorporated with as little as ₹1 in paid-up capital |
| Govt Fee | Starts from ₹500 for MCA filing (varies by authorised capital slab), plus DSC, name reservation and stamp duty |
| ComplianceBharo Professional Fee | ₹2,499 (all-inclusive drafting, filing and coordination support) |
Section 2(22)(a)
Shareholder liability is capped strictly to the unpaid value of shares they hold. Personal homes, savings and other assets stay untouched even if the company defaults on a debt or is wound up.
Section 9
From the date on the Certificate of Incorporation, the company is a legal person in its own right — it can own property, enter contracts, sue and be sued independently of its directors or shareholders.
Continuity of existence
The company's existence is unaffected by the death, resignation, or insolvency of any director or shareholder. Ownership transfers seamlessly by way of share transfer, without disturbing operations.
90%+ of funded Indian startups are Pvt Ltd
The share-based capital structure lets founders issue equity, preference shares, and convertible instruments — the format venture capital funds, angel investors and ESOP pools are built around.
Section 115BAA · effective rate 25.17%
Domestic companies can opt into a flat 22% tax rate (25.17% with surcharge and cess) by foregoing specified exemptions and incentives — often a substantial saving over the standard slab rates.
Section 80-IAC
DPIIT-recognised startups incorporated as a Pvt Ltd can claim a 100% profit-linked income tax deduction for any 3 consecutive financial years out of their first ten years of incorporation.
Consolidated FDI Policy, 2020
Most sectors allow up to 100% foreign direct investment without prior RBI or government approval, making the Pvt Ltd structure the default entry vehicle for overseas founders and subsidiaries.
CIN displayed on official records
A registered CIN on letterheads, invoices and contracts signals regulatory legitimacy to banks, vendors, and enterprise customers, often making the difference in landing larger contracts.
| Parameter | Requirement |
|---|---|
| Minimum Directors | 2 natural persons (individuals only; a body corporate cannot be appointed as a director) |
| Maximum Directors | 15 — can be increased beyond 15 by passing a special resolution |
| Minimum Shareholders | 2 (subscribers to the Memorandum of Association) |
| Maximum Shareholders | 200, excluding present or former employee-shareholders |
| Minimum Age | 18 years, of sound mind, and not an undischarged insolvent |
| DIN Requirement | Every proposed director must hold a valid Director Identification Number — allotted free of cost via SPICe+ for up to 5 first directors |
| Indian Residency | At least one director must have stayed in India for a total of 182 days or more during the immediately preceding calendar year (Section 149(3)) |
| Foreign Directors | Permitted; passport and overseas address proof must be notarised and apostilled (Hague Convention countries) or consularised (non-Hague countries) |
| NRI Directors / Shareholders | Permitted, subject to the same apostille/consularisation requirement for KYC documents and applicable sectoral FDI conditions on shareholding |
The MCA verifies every incorporation application against a strict document checklist. Organise the following three categories before you begin filing.
Tip: Scan every document in colour at a minimum of 300 DPI. Blurry, cropped, or black-and-white scans are among the most common reasons SPICe+ applications get sent back for resubmission, adding days to your timeline.
| Cost Head | Approximate Amount |
|---|---|
| MCA Filing Fee — up to ₹1,00,000 authorised capital | ₹500 |
| MCA Filing Fee — ₹1,00,001 to ₹5,00,000 | ₹2,000 |
| MCA Filing Fee — ₹5,00,001 to ₹10,00,000 | ₹2,000 + ₹200 for every ₹10,000 (or part) of additional capital |
| MCA Filing Fee — above ₹10,00,000 | Progressively higher slab rates as prescribed under the Companies (Registration Offices and Fees) Rules, 2014 |
| Name Reservation (SPICe+ Part A / RUN) | ₹1,000 per application attempt |
| Stamp Duty on MoA, AoA, Form INC-33/34 | ₹500 – ₹15,000 (state-specific, see table below) |
| Digital Signature Certificate (DSC) | ₹1,500 – ₹2,500 per director, depending on validity and vendor |
| Director Identification Number (DIN) | Free — auto-allotted via SPICe+ for up to 5 first directors |
| PAN + TAN | ₹131 combined, auto-issued along with the Certificate of Incorporation |
| GSTIN + EPFO + ESIC Registration | Free — bundled through the AGILE-PRO-S linked web form |
| ComplianceBharo Professional Fee | ₹2,499 (drafting, filing, and end-to-end coordination) |
Stamp duty on the MoA and AoA is levied under each state's own Stamp Act and depends on the authorised capital chosen. Indicative ranges for the most commonly registered states are below.
| State | Approx. Stamp Duty Range |
|---|---|
| Andhra Pradesh | ₹1,000 – ₹5,000 |
| Delhi | ₹1,000 – ₹10,000 |
| Karnataka | ₹1,000 – ₹5,000 |
| Kerala | ₹3,000 – ₹8,000 |
| Maharashtra | ₹1,000 – ₹10,000 |
| Tamil Nadu | ₹1,000 – ₹5,000 |
| Telangana | ₹1,000 – ₹5,000 |
| Uttar Pradesh | ₹500 – ₹5,000 |
| West Bengal | ₹500 – ₹5,000 |
| Rajasthan | ₹1,000 – ₹5,000 |
| Madhya Pradesh | ₹2,500 – ₹7,500 |
*Indicative ranges for standard authorised capital slabs. Exact stamp duty depends on your state's Stamp Act, chosen authorised capital, and periodic rate revisions — we compute and disclose the precise amount applicable to your company before filing.
Every proposed director and subscriber gets a Class 3 DSC through video and Aadhaar-based e-KYC — this digital signature is used to sign every subsequent e-form.
Propose up to 2 name options that comply with MCA naming guidelines and are checked against existing companies, LLPs and trademarks before reservation.
The Memorandum of Association defines the company's objects and scope, while the Articles of Association lay down its internal governance rules — both are drafted in the standard e-form templates.
Capture registered office details, authorised and paid-up capital, subscriber and director particulars, and upload the supporting KYC documents in the integrated incorporation form.
A linked web form that simultaneously applies for GSTIN (optional), EPFO, ESIC, a Shops & Establishment registration where applicable, and opens a current bank account.
A system-generated declaration by all subscribers and first directors affirming they are not disqualified from being appointed, auto-created and digitally signed within the SPICe+ workflow.
A practising Chartered Accountant, Company Secretary, or Cost Accountant certifies that the forms and attached documents comply with the Companies Act, 2013 and applicable rules.
The consolidated SPICe+ bundle — MoA, AoA, AGILE-PRO-S, INC-9 — is submitted to the Central Registration Centre (CRC) along with the applicable MCA fee and stamp duty.
Upon scrutiny, the RoC issues a digitally signed Certificate of Incorporation bearing the Corporate Identification Number (CIN), along with the company's PAN and TAN.
Deposit subscribed capital and file the Commencement of Business declaration (Form INC-20A) within 180 days, and appoint the company's first statutory auditor (Form ADT-1) within 30 days of incorporation.
A Pvt Ltd company can choose from three distinct tax regimes depending on its business profile. Under Section 115BAA, any domestic company can opt for a flat 22% tax rate (an effective rate of 25.17% after surcharge and cess) by giving up specified exemptions and incentives such as additional depreciation. Under Section 115BAB, new domestic manufacturing companies set up and registered on or after 1 October 2019, and commencing production within the prescribed timeline, can pay tax at just 15% (effective 17.16%).
DPIIT-recognised startups get an additional layer of relief under Section 80-IAC — a 100% profit-linked deduction for any 3 consecutive financial years out of their first 10 years of incorporation, effectively eliminating income tax on eligible profits during the chosen window. Separately, registering the company under the Udyam (MSME) portal — available regardless of the tax regime chosen — opens up collateral-free loans, priority sector lending, delayed-payment protection under the MSME Development Act, and government tender preferences.
| Regime | Nominal Rate | Effective Rate | Key Conditions |
|---|---|---|---|
| Standard Domestic Company (no concessional regime) | 30% (25% if turnover ≤ ₹400 crore in the relevant prior year) | ~31.2% – 34.9% with surcharge & cess | No specific conditions; standard deductions and exemptions remain available |
| Section 115BAA — Concessional Regime | 22% | 25.17% | Available to any domestic company that forgoes specified exemptions/incentives (e.g., additional depreciation, certain profit-linked deductions) |
| Section 115BAB — New Manufacturing Companies | 15% | 17.16% | New domestic manufacturing company set up and registered on or after 1 Oct 2019, commencing production by the prescribed deadline, subject to conditions |
| Section 80-IAC — DPIIT Startup Deduction | 0% (100% profit deduction) | Effectively nil on eligible profits for the chosen years | DPIIT-recognised startup; deduction available for any 3 consecutive years out of the first 10 years from incorporation |
Incorporation is only the starting point — a Pvt Ltd company carries recurring statutory obligations from day one. Missing these deadlines invites daily penalties and, in serious cases, risk of the company being struck off.
| Compliance | Deadline | Form | Penalty for Default |
|---|---|---|---|
| Appoint First Statutory Auditor | Within 30 days of incorporation | ADT-1 | Company and every officer in default liable to a monetary penalty under Section 139 |
| Open Company Bank Account | Within 30 days of incorporation (practically, before capital subscription) | — | Delays capital deposit and, consequently, INC-20A filing |
| File Commencement of Business Declaration | Within 180 days of incorporation | INC-20A | ₹50,000 penalty on the company + ₹1,000/day on every officer in default, up to ₹1,00,000; RoC may strike off the company for continued non-filing |
| Issue Share Certificates | Within 60 days of incorporation | SH-1 | Penalty on the company and officers in default under Section 46 of the Companies Act, 2013 |
| DIR-3 KYC (every director, annually) | On or before 30 September each year | DIR-3 KYC / web-based e-KYC | ₹5,000 late fee and deactivation of the DIN until KYC is completed |
| File Financial Statements | Within 30 days of the Annual General Meeting | AOC-4 | ₹100 per day of delay, without any upper cap |
| File Annual Return | Within 60 days of the Annual General Meeting | MGT-7 / MGT-7A | ₹100 per day of delay, without any upper cap |
| Hold First Annual General Meeting | Within 9 months from the end of the first financial year | — | Penalty up to ₹1,00,000 on the company and every officer in default, with an additional ₹5,000 per day for continuing default |
| File Income Tax Return | On or before 31 October (where a tax audit applies) | ITR-6 | Late fee up to ₹5,000–₹10,000 under Section 234F, plus applicable interest on unpaid tax |
| Parameter | Private Limited Company | LLP | OPC | Sole Proprietorship |
|---|---|---|---|---|
| Governing Law | Companies Act, 2013 | Limited Liability Partnership Act, 2008 | Companies Act, 2013 | No dedicated statute — governed by general commercial law |
| Minimum Members | 2 shareholders + 2 directors | 2 partners | 1 shareholder + 1 nominee + 1 director | 1 proprietor |
| Maximum Members | 200 shareholders | No upper limit | 1 shareholder | 1 proprietor |
| Liability | Limited to unpaid share value | Limited to agreed contribution | Limited to unpaid share value | Unlimited — extends to personal assets |
| Separate Legal Entity | Yes (Section 9) | Yes | Yes | No |
| Effective Tax Rate | 25.17% (Section 115BAA) or slab rate | 31.2% flat (plus surcharge/cess where applicable) | 25.17% (Section 115BAA) or slab rate | Individual slab rates (up to ~42.7% at the highest slab) |
| Equity Fundraising | Straightforward — preferred by VCs and angel investors | Difficult — no share capital structure | Not permitted until conversion to Pvt Ltd | Not possible |
| Approx. Annual Compliance Cost | Moderate to high (audit, ROC filings, AGM) | Low to moderate (audit only above prescribed turnover/contribution) | Moderate (similar to Pvt Ltd, fewer meeting requirements) | Low (mainly tax filings) |
| FDI Route | 100% automatic route in most sectors | Automatic route, but with more sectoral restrictions | 100% automatic route in most sectors | Not permitted |
| Conversion to Public Company | Direct route available | Must first convert to Pvt Ltd, then to Public | Mandatory conversion once paid-up capital/turnover thresholds are crossed | Must incorporate a fresh company |
| Best Suited For | Startups and businesses planning to raise equity capital | Professional and service firms wanting operational flexibility | Solo founders wanting a corporate structure without a co-founder | Very small, low-risk businesses with a single owner |
Have questions about Private Limited Company registration? Let our experts help you figure out the best plan for your business.
Contact Support