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Private Limited Company Registration

April 2, 2025 by Team Instabizfilings

Introduction

A Private Limited Company (Pvt Ltd) is one of the most preferred business structures in India for startups and SMEs. It offers:

Separate legal identity
Limited liability for shareholders
Easier access to investment
Credibility with partners, banks, government

With reforms like SPICe+ and linked services, the registration process has become more streamlined in 2025.

Legal Basis & Governing Laws

Law / Regulation	Key Role
Companies Act, 2013	Governs incorporation, duties, rights, director qualifications.
Companies (Incorporation) Rules, 2014 (and amendments)	Technical rules for registration, MOA/AOA, name reservation etc.
SPICe+ (SPICe Plus)	Integrated MCA form for incorporation including multiple linked services.

Key Features / Requirements

Requirement	Details (2025)
Minimum Directors	2 (one must be resident in India)
Minimum Shareholders	2 (can be same as directors)
Name	Must have “Private Limited” as suffix; name must be unique, not infringing trademarks or existing companies.
Registered Office	A valid Indian address, proof via utility bills/rent deed/NOC etc.
Capital Requirement	No minimum paid-up capital required
Digital Signature (DSC)	Class 3 DSC required for subscribers / directors to sign DOCs online.

Step-by-Step Registration Process

Step	What to Do
Step 1: Obtain Digital Signature Certificate (DSC)	All proposed directors & subscribers need DSC from recognised Certifying Authoritys.
Step 2: Apply for Director Identification Number (DIN)	DIN is now part of SPICe+ Part B. For new directors, DIN application gets processed along with incorporation.
Step 3: Name Reservation (SPICe+ Part A / RUN service)	Propose one or two names. Name should comply with MCA rules. If name is reserved, valid for 20 days.
Step 4: Prepare MOA & AOA	Draft Memorandum & Articles electronically (e-MOA / e-AOA forms: INC-33 / INC-34) as per business objectives and management rules.
Step 5: Fill SPICe+ Part B + Linked Forms	SPICe+ Part B includes incorporation, and linked services like PAN, TAN, EPFO, ESIC, bank account, etc. AGILE-PRO-S is linked.
Step 6: Submit Documents, DSC, & Fee	Attach required identity, address proofs, office proof, photos; digitally sign and upload; pay government fees & stamp duty as per state.
Step 7: ROC Verification & Certificate of Incorporation (COI)	The Registrar of Companies reviews the application; on successful approval, gets COI, and CIN (Company Identification Number) is issued.

Documents Required

For Directors / Shareholders	For Registered Office	For Business Constitution
Identity Proof (PAN Card, Aadhar Card, Passport for foreign nationals)	Utility Bill (≤2 months old) / Rent Agreement & NOC / Ownership Deed	MOA, AOA (eMOA / eAOA)
Passport-size Photographs	Proof of address of registered office	Declaration by first directors / subscribers
Address Proof of Directors (Utility bill, bank statement, etc.)	None	Digital Signature Certificate (DSC) for all signatories

Fees, Stamp Duty & Other Cost Components

Cost Component	What It Covers / Determines	Approximate Cost (2025)
DSC for Directors	Cost per person; depends on validity & provider	~ ₹800-₹1,500 per DSC
RUN / SPICe+ Name Reservation Fee	₹1,000 per application generally	None
Government Filing Fees	Depends on authorised capital & state stamp duties	Varied; low for small capital, increased for higher authorised capital & more expensive states.
Stamp Duty on MOA/AOA	Depends on state and authorised capital	Varies; e.g., a few hundred to several thousand rupees depending on location.
Professional Fees (CA / CS / Firm)	For drafting, certification, advisory, filing	₹5,000-₹15,000 or more depending on complexity & region.

Timeline – How Long It Takes

Step	Estimated Duration
DSC issuance	1-2 working days
Name reservation (Part A)	1-2 working days
SPICe+ Part B & linked filings	2-3 working days
Certificate of Incorporation	3-5 working days after submission (in simple cases)
Total for incorporation	Typically 5-15 working days depending on state, authorised capital, and backlog.

Post-Incorporation Compliance

After the company is incorporated, the following must be done:

Declaration of Commencement of Business (Form INC-20A) within 180 days.
Open Bank Account in company name.
Apply for GST Registration if your turnover or business conditions require.
First Board Meeting within 30 days of incorporation.
Statutory Auditor Appointment within 30 days.
Issue Share Certificates to subscribers.
Maintain Registers & Books (statutory registers, minutes etc.).

Practical Tips & Common Mistakes

Choose a company name carefully: avoid duplication, trademark conflicts, use of restricted words.
Make sure identities, addresses match exactly across documents. Discrepancy leads to rejection.
Obtain DSC early so it doesn’t hold up filing.
Be aware of state-wise variation in stamp duty.
Use the MCA portal’s checklist to ensure all attachments are correct.
Ensure email and mobile of directors are valid and unique (used for OTP / communication).

Advantages & Disadvantages

Advantages

Credibility & separate legal entity
Limited liability protection
Easier access to funding / investment
Perpetual succession
Tax incentives (startups etc.)

Disadvantages

Higher compliance burden than proprietorship/partnership
Continuous annual filings, audits etc.
Costs associated: professional fees, accounting etc.

Conclusion

Registering a Private Limited Company in India in 2025 is much easier than before thanks to SPICe+ and the integrated services. However, legal compliance, careful documentation, and following MCA rules are still crucial for smooth incorporation.

If you’re planning to register a Pvt Ltd company, ensuring you have: DSCs ready, accurate documents, carefully reserved name, and all linked forms in SPICe+ completed will reduce delays and costs.

Disclaimer

The information provided in this blog is purely for general informational purposes only. While every effort has been made to ensure the accuracy, reliability and completeness of the content presented, we make no representations or warranties of any kind, express or implied, for the same.

We expressly disclaim any and all liability for any loss, damage or injury arising from or in connection with the use of or reliance on this information. This includes, but is not limited to, any direct, indirect, incidental, consequential or punitive damage.

Further, we reserve the right to make changes to the content at any time without prior notice. For specific advice tailored to your situation, we request you to get in touch with us.