Private Limited Company Registration —
SPICe+, Cost & Process
How to register a private limited company in India through the MCA SPICe+ form — the two-director minimum, DSC and DIN, MOA/AOA, name approval, timeline, real cost and what you must file after incorporation.
A private limited company is registered with the MCA through the integrated SPICe+ (INC-32) form. You need a minimum of 2 directors and 2 shareholders (one director resident in India), no minimum paid-up capital, and Class-3 DSCs. SPICe+ bundles name reservation, DIN, PAN, TAN, EPFO, ESIC, GSTIN and bank-account opening into one filing. It typically takes 7-14 working days and costs about Rs 7,000-Rs 20,000 including professional fees (government filing fee is nil for authorised capital up to Rs 15 lakh).
Since 2020 the MCA SPICe+ form combines Part A (name reservation) and Part B (incorporation) with linked forms AGILE-PRO-S, e-MOA (INC-33) and e-AOA (INC-34). A single submission allots the CIN, PAN, TAN, DIN, EPFO, ESIC and GSTIN and can open a bank account — no more separate applications for each registration.
How to Register a Pvt Ltd Company via SPICe+
- Digital Signature Certificate (DSC) — Class-3 DSC for each proposed director and subscriber; issued in 1-2 days.
- Name reservation — reserve up to two proposed names in SPICe+ Part A (or RUN); the name must be unique and not resemble an existing company or registered trademark.
- DIN — the Director Identification Number is allotted inside SPICe+ Part B for up to three directors; no separate DIR-3 needed.
- MOA & AOA — Memorandum (objects) and Articles (internal rules) are filed as e-MOA (INC-33) and e-AOA (INC-34), digitally signed by subscribers.
- SPICe+ Part B + AGILE-PRO-S — captures directors, registered office, capital structure and applies for PAN, TAN, EPFO, ESIC, GSTIN and bank account.
- Certificate of Incorporation (COI) — MCA issues the COI carrying the CIN, with PAN and TAN printed on it. The company is now a legal entity.
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Keep clear, self-attested scans ready for every director, shareholder and the registered office. Foreign nationals’ documents must be notarised/apostilled.
| Document | For | Notes |
|---|---|---|
| PAN card | Every director/shareholder | Mandatory identity proof (Indian nationals) |
| Aadhaar / Passport / Voter ID | Every director | Passport is mandatory for foreign nationals |
| Bank statement / utility bill | Every director | Address proof, not older than 2 months |
| Passport-size photograph | Every director | Recent |
| Registered office proof | The company | Rent agreement + landlord NOC + latest utility bill |
| Class-3 DSC | Every subscriber/director | For signing SPICe+, MOA and AOA |
A residential address can be used as the registered office with a valid utility bill and owner NOC.
Who is eligible?
- At least 2 directors and 2 shareholders (max 200 shareholders)
- At least one director resident in India (182+ days in the previous FY)
- No minimum paid-up capital required
- A unique company name ending in "Private Limited"
- A valid Indian registered office address with owner NOC
- Foreign nationals/NRIs may be directors with a valid passport
Every private limited company must have at least one director who stayed in India for 182 days or more in the previous financial year. A company with only non-resident directors cannot be incorporated. Also plan the name check carefully — a name clashing with an existing company or trademark is the most common rejection reason.
Cost of Private Limited Company Registration
The MCA SPICe+ filing fee is nil for authorised capital up to Rs 15 lakh; the real cost is DSCs, state stamp duty on the MOA/AOA and professional fees. Indicative all-in range for a standard 2-director company:
| Component | Approx. cost | Notes |
|---|---|---|
| DSC (2 directors) | Rs 1,000-2,000 | Class-3, 2-year validity |
| MCA filing fee (SPICe+) | Nil* | Nil up to Rs 15L authorised capital |
| Stamp duty (MOA/AOA) | Rs 1,000-5,000 | Varies by state of registered office |
| Professional fees | Rs 3,000-10,000 | CA/CS drafting & filing |
| Total (indicative) | Rs 7,000-20,000 | Higher for larger authorised capital |
* Government filing fee applies once authorised capital exceeds Rs 15 lakh. Stamp duty differs materially between states.
How long does it take?
| Stage | Timeline |
|---|---|
| DSC issuance | 1-2 days |
| Name approval (SPICe+ Part A / RUN) | 1-3 days |
| SPICe+ Part B filing & processing | 3-7 days |
| Certificate of Incorporation | 1-2 days after approval |
| Total | 7-14 working days |
Timelines assume clean documents and no name/resubmission queries from the ROC.
A domestic company can elect the concessional rate under Section 115BAA — 22% (effective ~25.17% with 10% surcharge + 4% cess) by forgoing most exemptions. The 15% manufacturing rate under Section 115BAB is closed to companies that did not begin manufacture by 31 March 2024, so most newly incorporated private limited companies now plan around the 115BAA 22% option or the normal 25% rate. Confirm your position at ITR stage.
Private Limited vs LLP — Which to Choose
Private Limited Company
- Best for raising equity / VC funding
- Can issue shares & ESOPs
- Separate legal entity, limited liability
- Heavier annual compliance (AOC-4, MGT-7, audit)
- Higher credibility with banks & investors
Limited Liability Partnership
- Best for professional / services firms
- No equity funding or shares
- Limited liability with partnership flexibility
- Lighter compliance, audit only above thresholds
- Cannot easily onboard investors
If you plan to raise external funding or grant ESOPs, a private limited company is the right vehicle. For a lean services practice, compare LLP registration or a One Person Company first.
Post-Incorporation Compliance
Incorporation is the start, not the finish. A private limited company has mandatory annual filings regardless of turnover or profit.
- Commencement of business (INC-20A) — file within 180 days of incorporation, after subscribers pay in their capital.
- Auditor appointment (ADT-1) — appoint the first auditor within 30 days of incorporation.
- Annual return (MGT-7 / 7A) and financial statements (AOC-4) — filed with the ROC every year.
- Income-tax return — companies file ITR-6 annually; a tax audit applies above the turnover threshold.
- DIR-3 KYC — each director completes annual director KYC by 30 September.
- Board meetings & AGM — minimum 4 board meetings a year and an AGM within 6 months of the financial-year end.
- GST returns — if registered, file GST returns on schedule.
A company that fails to file INC-20A within 180 days cannot legally begin operations and risks strike-off, with a Rs 50,000 penalty on the company. Late DIR-3 KYC deactivates the DIN and attracts a Rs 5,000 reactivation fee. Put these dates on the calendar from day one.
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