Private Limited Company Registration in India 2026

You have a business idea, a co-founder agreement, and a product-market fit you can taste. What you do not have is a legal entity that opens a bank account, signs a vendor contract, or raises institutional capital. In 2026, a Private Limited Company remains the most recognised structure for Indian startups, SaaS founders, D2C brands, and professional services firms precisely because it limits promoter liability, attracts ESI and EPF contribution structures, and satisfies investor due diligence checklists in a single registration. Under the Companies Act 2013, a company must be incorporated before it can hold property, sue, or be sued in its own name. KAMRIT Financial Services LLP manages the entire filing chain end to end: from DIN and DSC procurement for all proposed directors, through SPICe+ Part A and B filing on the MCA21 portal, to delivery of the Certificate of Incorporation issued by the relevant Registrar of Companies. You sign one engagement letter. We handle every form, every follow-up, and every query from the RoC. Your team focuses on building. We handle the paperwork.

What is Private Limited Company Registration in India 2026?

A Private Limited Company is a company limited by shares in which the shares cannot be publicly traded and the liability of each shareholder is limited to the amount unpaid on their shares. Under the Companies Act 2013, the minimum number of subscribers is two and the maximum is 200, excluding current and former employees. Incorporation is effected by filing Form SPICe+ (Simplified Proforma for Incorporating Company Electronically Plus) on the Ministry of Corporate Affairs MCA21 portal, accompanied by a Memorandum of Association, Articles of Association, and proof of registered office. The Registrar of Companies (RoC) of the relevant state issues the Certificate of Incorporation under Section 7(2) once all filings pass validation. This certificate assigns the company a Corporate Identity Number (CIN) beginning with the state code, and triggers automatic allotment of Permanent Account Number (PAN) and Tax Deduction and Collection Account Number (TAN). Post-incorporation, if annual turnover is expected to exceed the CGST Act 2017 threshold of Rs 40 lakh (Rs 20 lakh for special category states), GST registration becomes mandatory under Section 22. Every Pvt Ltd company must also appoint an auditor within 30 days of incorporation under Section 139 and file annual returns and financial statements on the MCA portal.

Who needs this

Not every entity qualifies for Private Limited registration. The Companies Act 2013 sets specific conditions on directors, capital, and business objects. Check each criterion before you apply.

• Minimum two and maximum 200 shareholders (excluding employees and past employees holding shares under employee stock option schemes).
• Every proposed director must hold a valid Director Identification Number (DIN) allotted under Rule 9 of the Companies (Appointment and Qualification of Directors) Rules 2014.
• Every subscriber and director must possess a valid Digital Signature Certificate (DSC) of Class 2 or Class 3 issued by a Certifying Authority approved by the Controller of Certifying Authorities.
• At least one director must be an Indian resident; a person is treated as resident in India if they have stayed in India for 120 or more days in the preceding calendar year.
• The proposed company must have a registered office in India. A rent agreement, NOC from the landlord, and utility bill not older than two months are mandatory under Section 12.
• The authorised share capital must be declared. There is no minimum paid-up capital requirement under the Companies Act 2013 post the Companies (Amendment) Act 2015, but RBI norms apply for foreign investment.
• If the company will hold land or immovable property, no Objection Certificate from the property owner is required at the registered office address stage.
• NRI or foreign national directors must obtain DIN and DSC through the prescribed process and comply with FEMA regulations under the Foreign Exchange Management (Non-debt Instruments) Rules 2019.
• One person cannot incorporate more than one dormant company under Section 455 unless the previous dormant company has been struck off the register.
• The proposed name must not be identical or nearly resembling an existing registered trademark, protected word under the Emblems and Names Act 1950, or an existing body corporate.

Documents required

The SPICe+ form pulls data from pre-validated fields, but KAMRIT's team collects supporting attestations in person or by video-Notarisation to eliminate RoC queries. The following document set covers all scenarios for resident Indian directors with a Delhi/Noida registered office.

• PAN Card of all proposed directors and subscribers (mandatory; PAN is now auto-allotted through SPICe+ but existing PAN must be linked to Aadhaar).
• Aadhaar Card of all proposed directors and subscribers (linked to PAN; e-Aadhaar with XML download is accepted by MCA).
• Passport-size photograph of each proposed director (digital, against a white background, 60 KB maximum per MCA specification).
• Proof of registered office: Registered Conveyance Deed / Lease Deed / Rent Agreement plus NOC from the property owner in Form No. 1 under the Companies (Incorporation) Rules 2014.
• Utility bill (electricity bill, water bill, or gas connection bill) of the registered office address not older than two months.
• Proof of identity: Voter ID, driving licence, or passport for each director as secondary identity proof.
• Proof of address: Voter ID, driving licence, passport, or bank statement with photograph for each director.
• Form DIR-2: Consent of each proposed director in writing, filed with SPICe+ Part B.
• Form INC-9: Declaration by subscribers and directors confirming they are not disqualified under Sections 164 and 165 of the Companies Act 2013.
• Memorandum of Association (MoA) with objects clause drafted in line with Table F or as a custom document covering the actual business to be carried on.
• Articles of Association (AoA) governing internal management, share transfer restrictions, and shareholder rights.
• Optional: For companies with foreign subscribers, a certified copy of the passport, overseas address proof, and FEMA declaration.

How KAMRIT runs it, step by step

The MCA21 e-filing workflow has been fully digitised. KAMRIT's team compresses this into five controlled stages. Government portal response times are outside our direct control and vary with RoC workload.

1. DSC and DIN pre-clearance. KAMRIT arranges Class 3 DSC tokens for directors who do not have one. For directors who have never been appointed, our team files Form DIR-3 on MCA21 to obtain a DIN. The DIN is usually allotted within one to two working days. KAMRIT verifies the identity and address documents, conducts a liveness check via video, and submits the form on behalf of the director. This step is completed within two working days of receiving complete documents from all proposed directors.
2. Name reservation via RUN. The proposed company name is filed using the Reserve Unique Name (RUN) service on the MCA21 portal. Two name options are submitted with a brief description of the proposed main objects. KAMRIT conducts a pre-filing trademark and MCA name-availability check to reduce rejection probability. The RoC typically responds within two to three working days. If approved, the name is reserved for 20 days, extendable once by 10 days under Rule 9A of the Companies (Incorporation) Rules 2014.
3. SPICe+ Part A and B filing. With the reserved name confirmed, KAMRIT files SPICe+ Form Part A (company details including registered office, objective, capital structure) and Part B (DIN and PAN details for all directors). Simultaneously, the MoA and AoA are uploaded. The form includes an integrated application for PAN and TAN allotment. The stamp duty on MoA and AoA is calculated based on the authorised share capital and the stamp duty schedule of the relevant state. For Delhi, stamp duty is governed by the Indian Stamp Act 1899 as applicable in the National Capital Territory of Delhi.
4. RoC scrutiny and Certificate of Incorporation. After submission, the RoC scrutinises the filings. If no discrepancy is found, the Certificate of Incorporation is issued under the digital signature of the RoC. The certificate bears the CIN, the date of incorporation, and the PAN and TAN allotments. If the RoC raises a query (a 'Shortcoming' or 'Defect' notice), KAMRIT responds within the stipulated timeframe, typically 15 days. Government processing time at this stage ranges from three to ten working days in a standard filing cycle.
5. Post-incorporation compliance setup. Once the CIN is received, KAMRIT assists with opening the current bank account using the Certificate of Incorporation and PAN. The first auditor is appointed by the board under Section 139 within 30 days of incorporation. If the threshold under the CGST Act 2017 Section 22 is met or expected to be met, KAMRIT files the GST registration application on the GST portal within 30 days of incorporation or the date of exceeding threshold, whichever is earlier, to avoid late fees under Section 47. For companies planning to hire employees, EPFO and ESIC registrations are also initiated in this window.
6. ROC annual compliance calendar setup. KAMRIT sets up the compliance calendar for the first year, which includes: filing Form AOC-4 (financial statements), Form MGT-7 (annual return), Form ADT-1 (appointment of auditor), and Form DIR-3 KYC for each director. For companies with a turnover below Rs 50 crore, the Companies (Accounts) Rules 2014 permits filing financial statements in Form AOC-4 in XBRL mode for certain classes. The first board meeting must be convened within 30 days of incorporation and the first annual general meeting within nine months of the financial year end.

Timeline

From the date KAMRIT receives complete documents from all proposed directors, DIN procurement and RUN filing are completed within two to three working days. Name reservation by the RoC takes an additional two to three working days. SPICe+ filing is submitted within one working day of name approval. The RoC scrutinises and issues the Certificate of Incorporation within three to ten working days of filing, though the Ministry of Corporate Affairs has observed spikes in processing time during peak filing months (March, April) when the RoC clears backlog filings. On a standard run, the end-to-end timeline from kickoff to Certificate of Incorporation is ten to fifteen working days. Delays that are outside KAMRIT's control include RoC workload surges, name objections requiring resubmission, and additional documents requested under Section 7(3) of the Companies Act 2013. Post-incorporation GST registration, if triggered, takes an additional three to seven working days on the GST portal, followed by a government officer's review within three working days under the CGST Act 2017 rules. In total, a company that crosses the GST threshold on day one of operations is typically fully compliant within 20 to 25 working days from engagement kickoff.

How our pricing compares

KAMRIT's Pvt Ltd Registration package is priced at Rs 4,899 for end-to-end incorporation. This includes DSC coordination, DIN filing for up to four directors, RUN name filing, SPICe+ Part A and B preparation and submission, MoA and AoA drafting, stamp duty calculation, and ROC query handling. Government fees are billed separately. For a company with authorised share capital of Rs 1 lakh, MCA filing fees total approximately Rs 1,770 including ROC fees of Rs 600 and stamp duty on MoA and AoA of approximately Rs 1,170 for Delhi. IndiaFilings charges Rs 5,999 for its basic incorporation package and Rs 12,999 for its compliance pack. Vakilsearch prices its basic Pvt Ltd registration at Rs 6,999 with standard and premium tiers at Rs 13,999 and Rs 18,999 respectively. ClearTax charges Rs 5,999 for its standard package and Rs 12,999 for annual compliance. LegalRaasta's entry-level package is priced at Rs 4,999, with a compliance package at Rs 11,999 and a year-one pack at Rs 15,999. KAMRIT undercuts most named competitors on price while including MoA and AoA drafting and DSC coordination within the base fee, which several competitors charge as add-ons. The free three-month registered address and mail forwarding for Delhi and Noida adds further value, particularly for first-time founders who do not yet have a commercial premises. Government fees are identical across all service providers as these are fixed by the MCA.

Common mistakes KAMRIT avoids

The Companies Act 2013 and MCA portal rules are precise. Errors at the pre-filing stage cause queries, delays, and sometimes rejection. These are the mistakes KAMRIT prevents on every engagement.

• Filing RUN with a name identical to an existing registered trademark or an existing CIN on the MCA database, triggering an automatic rejection under Rule 9 of the Companies Incorporation Rules 2014.
• Using a director DIN that was obtained for a previous company but not updated in the DIN database, causing SPICe+ validation failure.
• Submitting MoA and AoA without proper stamp duty payment for the state in which the company is incorporated; e-filing will be blocked until stamp duty is paid.
• Listing a residential address as the registered office without a valid registered lease deed or property tax receipt, failing the Section 12(1) registered office rule.
• Failing to file Form DIR-3 KYC for each director by September 30 each year, which attracts a penalty of Rs 5,000 under Rule 12A of the Companies (Appointment and Qualification of Directors) Rules 2014.
• Incorrectly classifying the authorised share capital slab in SPICe+, leading to incorrect MCA fee calculation and a mismatch at the ROC scrutiny stage.
• Missing the 30-day window to appoint the first auditor under Section 139, which attracts a penalty of Rs 25,000 for the company and Rs 10,000 for every officer in default.
• Delaying GST registration beyond 30 days of crossing the Rs 40 lakh threshold under CGST Act 2017 Section 22, resulting in a late fee of Rs 50 per day (Rs 20 for ITC-led cases) with no upper cap.