Register a Private Limited explained: this guide covers what it means, who it applies to, the step-by-step process, documents required, fees, due dates and penalties in India — so you can stay compliant with confidence and avoid costly mistakes.
You've got the idea, a co-founder, maybe even your first customer. What you don't have is a company — and your bank, your first enterprise client and every investor is going to ask for one.
Here's the good news: it's one web form now. Not the six-form mess it used to be. A clean application gets you a Certificate of Incorporation in 7 to 12 working days.
Here's the catch: everything goes in at once. One small mistake anywhere — a utility bill that's a week too old, a name that sounds too much like an existing company — and the whole thing bounces back.
Let's do it properly.
2 members, 2 directors, no minimum capital. MCA fee is ₹0 up to ₹15 lakh authorised capital. You'll spend ₹7,000–₹20,000 all-in, mostly on State stamp duty. Takes 7–12 working days. PAN and TAN come free with incorporation.
Before you open the MCA portal
Five things to settle first.
How many people?
Two members and two directors, minimum. The same two people can be both — that's the standard founder setup.
One rule trips up foreign-promoted companies: at least one director must have spent 182+ days in India during the financial year. Two NRI directors won't do.
How much capital?
There's no minimum. But pick your authorised capital with room to grow — raising it later costs you a resolution, a form and fresh stamp duty.
Standard setup: ₹10 lakh authorised, ₹1 lakh paid-up, 10,000 shares of ₹10 each, split between the founders.
Which address?
Any address in India that can receive post. Your home works fine.
You'll need three documents:
- A utility bill — electricity, gas, water or phone — not older than two months
- Ownership proof or the registered rent agreement
- An NOC from the owner (that's you, or your landlord)
That two-month rule is enforced strictly. Download a fresh bill the week you file.
What will you do?
Your objects clause defines what the company can legally do. Write it broad enough for the next three years, specific enough that the ROC sees a real business. You'll also pick an NIC code — pick the one that honestly matches, because it affects licensing later.
What's it called?
The hardest part. It gets its own section.
Step 1: Get your DSCs (2–3 days)
Every founder and every director needs a Class 3 Digital Signature Certificate. So does the CA or CS who certifies your forms.
For an Indian citizen: PAN, Aadhaar, photo, email, mobile. Video KYC takes ten minutes.
For a foreign national: passport and address proof, apostilled if their country signed the Hague Convention, consularised if not.
This is quietly the most common reason timelines slip. Start here.
Step 2: Reserve your name
You get two name choices and one free resubmission. An approved name is held for 20 days.
Why names get rejected
The MCA doesn't just check exact matches. It ignores these differences when comparing your name to an existing one:
- Singular vs plural — "Solution" and "Solutions" are the same name
- Spacing and punctuation — "SunTech", "Sun Tech", "Sun-Tech"
- The words and, &, the, of
- Sound-alikes — "Infosys" and "Infosis"
- Adding ".com" or "online"
- Adding or dropping a city name — "Delhi Steel Ltd" and "Steel Ltd"
There's also a trade mark check. If your name resembles a registered mark — in any class, not just yours — you need the owner's NOC.
The formula that works
Distinctive word + What you do + "Private Limited"
"Software Solutions Private Limited" gets rejected — nothing distinctive about it. "Aravali Software Solutions Private Limited" goes through.
And the descriptive half has to match your objects. Call yourself "XYZ Pharma Private Limited" with software objects and you'll get a query.
Two searches. Two minutes.
Before you submit:
- MCA name search on mca.gov.in — try the singular, the plural, no spaces, sound-alikes
- Trade mark search on ipindia.gov.in — all classes
Two minutes here saves a week of resubmission.
Words that need extra approval: Bank, Insurance, Stock Exchange, Mutual Fund, Venture Capital, Nidhi, Chit Fund — regulator's NOC. National, Federal, Board, Commission, Authority — Central Government approval.
Step 3: File SPICe+ Part B
This is the actual application. Four forms travel with it:
| Form | What it does |
|---|---|
| SPICe+ Part B | The application — capital, office, founders, directors, PAN, TAN |
| INC-33 | Your Memorandum (what the company is and does) |
| INC-34 | Your Articles (how the company runs internally) |
| INC-35 | GST, EPFO, ESIC, professional tax, bank account |
| INC-9 | Declarations from founders and first directors |
One thing to get right in your Articles
Your Articles are the internal rulebook. Most people adopt the standard template and never look at it again.
Do one thing differently: consider adding entrenchment provisions — clauses that are harder to change than a normal resolution. They're the cleanest minority-protection tool available.
Why now? Because for a private company, adding entrenchment later requires every single shareholder to agree. On day one that's easy. After a funding round and a founder exit, it's nearly impossible.
Same logic applies to right of first refusal, tag-along and drag-along. If your founders' agreement mentions them, mirror them in the Articles — a shareholders' agreement alone usually doesn't bind the company.
Step 4: What it actually costs
| Item | Amount |
|---|---|
| MCA fee (authorised capital up to ₹15 lakh) | ₹0 |
| Name reservation | ₹1,000 |
| DSC | ₹1,000–₹2,000 each |
| State stamp duty | The real variable |
| PAN + TAN | Included |
| Typical total | ₹7,000 – ₹20,000 |
Notice what dominates: it's not the MCA fee, which is zero for most startups. It's stamp duty, which differs a lot between States and scales with your authorised capital.
When approved, you get a digitally signed Certificate of Incorporation with your CIN — and PAN and TAN allotted in the same flow. No separate applications.
Step 5: Don't relax yet — the first 180 days
This is where new founders lose the plot. Two of these, if missed, can get your company struck off.
| By when | What |
|---|---|
| 30 days | Appoint your auditor |
| 30 days | First board meeting |
| 30 days | File INC-22 (registered office) |
| Right away | Name board outside; CIN on every invoice |
| 2 months | Issue share certificates to founders |
| 180 days | File INC-20A |
INC-20A is the one that matters
Until you file it, your company cannot legally trade or borrow money. Not "shouldn't" — cannot.
And you can only file it once every founder has actually paid their full share money into the company's bank account. So:
- Open the company bank account
- Each founder transfers their full amount from their own account
- Get the bank statement showing every credit
- Then file INC-20A with that statement attached
Miss the 180 days? ₹50,000 on the company, ₹1,000 per day on each director (up to ₹1 lakh) — and the Registrar can move to strike you off.
And put your CIN on your invoices
The law requires your name, address, CIN, phone, email and website on every invoice, letterhead and notice. Your very first invoice should already have it. It's a ₹1,000-per-day penalty for as long as it doesn't.
8 reasons applications get rejected
- Name too close to an existing company or trade mark — the number one cause
- Utility bill older than two months
- NOC signed by someone who isn't the actual owner
- Vague objects clause, or an NIC code that doesn't match
- Subscriber sheet not witnessed, or shareholding that doesn't tally
- DSC expired or not registered on the portal
- Foreign documents not apostilled
- INC-9 missing where it didn't auto-generate
Key takeaways
- 2 members, 2 directors, ₹0 minimum capital. One director must be India-resident.
- Name reservation is the real bottleneck. Search MCA and trade marks first.
- MCA fee is nil up to ₹15 lakh capital — your cost is State stamp duty.
- PAN and TAN come with incorporation.
- INC-20A within 180 days, and only after all share money is actually received.
- Put founder protections in the Articles on day one, not later.
Read next
- What Is a Private Limited Company?
- Your First 180 Days: Post-Incorporation Checklist
- Form INC-20A Explained
- Company Name Rules and Rejection Grounds
- Pvt Ltd vs LLP vs Public Ltd
Disclaimer: Position as on 4 September 2026. MCA forms, fees and portal behaviour change often, and stamp duty differs by State. Check mca.gov.in and take professional advice before filing.