Company Registration in India 2026 — Private Limited Company: Process, Documents & Fees

A private limited company offers limited liability, a separate legal identity that can own property and sue in its own name, perpetual succession, and an easier route for bringing in investors through shares. Under Section 2(68) of the Companies Act, 2013, a private company is one which by its articles restricts the right to transfer its shares and, except for a One Person Company, limits its members to two hundred.

The alternatives are a One Person Company (a private company with a single member and a nominee), a Limited Liability Partnership under the LLP Act, 2008, or a registered partnership firm. The choice depends on the number of promoters, fund-raising plans, compliance cost and tax position, which should be examined with a professional before filing.

Members: at least two subscribers to the memorandum (Section 3(1)(b)) and not more than two hundred members. Directors: at least two directors and not more than fifteen without a special resolution (Section 149(1)); every company must have at least one director who has stayed in India for the period prescribed in Section 149(3). The same individuals can be both subscribers and directors. Every director needs a Director Identification Number (DIN), which can be applied for through SPICe+ itself for proposed directors who do not have one.

Capital: the requirement of a minimum paid-up capital of one lakh rupees was removed with effect from 29 May 2015. The authorised capital is chosen by the promoters, but it affects the MCA fees and the stamp duty payable. Name: the proposed name must not be identical or too similar to an existing company, LLP or registered trademark and must end with “Private Limited”.

SPICe+ (form INC-32) was deployed on 23 February 2020. It has two parts: Part A for name reservation and Part B for incorporation and allied registrations; promoters may file Part A first and Part B later, or both together. Part B is filed with the linked web forms — the electronic memorandum of association (e-MoA), the electronic articles of association (e-AoA) and AGILE-PRO-S for GSTIN, EPFO, ESIC, professional tax and bank account — along with the declarations of the subscribers and the first directors.

According to the Government’s release of 19 August 2025, SPICe+ now offers eleven services: name reservation, incorporation, PAN, TAN, DIN, EPFO, ESIC, GSTIN, bank account, professional tax registration in certain States, and Delhi Shops and Establishment registration. Forms must be signed with the Digital Signature Certificates of the subscribers, directors and the certifying professional.

The Government’s release of 19 August 2025 states that zero incorporation fees apply to companies with authorised capital up to ₹15 lakh, or with up to 20 members where no share capital is applicable. For higher authorised capital, MCA filing fees are payable under the Companies (Registration Offices and Fees) Rules, 2014, which should be confirmed on the MCA fee calculator on the date of filing.

Separately, stamp duty on the memorandum and articles of association and on share certificates is a State levy and depends on the State of the registered office and the authorised capital; it is paid electronically along with the SPICe+ filing. Professional fees for drafting, certification and DSCs are additional and vary. This article does not quote any fee for services.

Registered office: within thirty days of incorporation the company must have a registered office capable of receiving communications and must furnish verification of it to the Registrar (Section 12). Commencement of business: a company with share capital incorporated after the 2019 amendment cannot commence business or exercise borrowing powers until a director files a declaration within 180 days that every subscriber has paid for the shares agreed to be taken (Section 10A). Default attracts a penalty of ₹50,000 on the company and a daily penalty on officers in default, and if no declaration is filed and the Registrar believes the company is not carrying on business, he may initiate removal of its name from the register.

Other early steps include appointing the first auditor within thirty days, opening the bank account, issuing share certificates, maintaining statutory registers and holding the first Board meeting. Annual filings with the Registrar and income-tax compliance follow every year.