How to Register a Private Limited Company in India

TL;DR

DSC, DIN, RUN, SPICe+ form, MOA, AOA, and the typical 7–10 day timeline.

Registering a private limited company in India has become significantly faster and simpler since the introduction of the SPICe+ form — an integrated form that handles name reservation, incorporation, PAN, and TAN in a single filing. What used to take 2-3 weeks and multiple trips to the ROC now takes 7-10 working days and is entirely online. Here is the complete step-by-step process.

Prerequisites Before You Start

Before filing for company registration, you need the following in place:

Digital Signature Certificate (DSC): Every proposed director needs a Class 3 DSC to sign the incorporation forms electronically. Apply from any of the seven Certifying Authorities (eMudhra, nCode, SafeScrypt, CDAC, MTNL, TCS, IDRBT). The process takes 1-2 working days. The DSC is valid for 2 years and costs ₹500-3,000 depending on the provider.

Director Identification Number (DIN): Every proposed director must have a DIN. If you do not have one, you can apply for it simultaneously through SPICe+. You will need to fill in the DIN application details (personal information, PAN, Aadhaar) within the SPICe+ form.

Registered Office Address: You need a physical address in India where the company will be based. This can be:

• Your own property (no objection from co-owners needed if others are listed)
• Rented property (rent agreement + NOC from owner + electricity bill required)
• A virtual office or co-working space address (some state RDCs accept this)

The registered office does not need to be a commercial space — a residential address is perfectly valid as long as you can receive official correspondence.

Step 1 — Choose a Company Name

The company name must be unique and not identical or similar to any existing company or registered trademark. The name also cannot imply government connection without approval.

Rules for Naming:

• The name must end with “Private Limited” (the suffix is mandatory for private companies)
• The name cannot be a name purely descriptive of the business activity (e.g., “IT Services Private Limited” would be rejected as too generic)
• The name should not be offensive or contrary to the Emblems and Names Act
• For Startups: DPIIT-recognized startups can use innovative names that might otherwise be rejected if they meet other criteria

Name Search: Before filing, search the MCA portal for existing company names and the trademark registry for existing marks. If your proposed name is too similar to an existing company, the name reservation will be rejected.

Step 2 — Reserve the Name (RUN Form)

While SPICe+ can handle name approval, it is safer to first reserve your company name using RUN (Reserve Unique Name) on the MCA portal. This gives you a 20-day window to complete the incorporation using the reserved name.

How to File RUN:

1. Log in to the MCA portal (mca.gov.in)
2. Go to “MCA Services” → “RUN”
3. Enter two proposed names in order of preference
4. Provide the main object of the company (brief description of what the company will do)
5. Submit with DSC signature of one of the proposed directors
6. Pay the fee (₹1,000 for name reservation)

The name is typically approved or rejected within 1-2 working days. If rejected, you can refile with new names.

Step 3 — Prepare MOA and AOA

The Memorandum of Association (MOA) and Articles of Association (AOA) are the constitutional documents of the company.

Memorandum of Association (MOA): The MOA defines the company’s relationship with the outside world:

• Name Clause: The company name
• Registered Office Clause: The state in which the company will be registered
• Object Clause: The main objects and incidental objects the company can pursue
• Liability Clause: Members’ liability is limited
• Capital Clause: The authorized share capital and face value of shares

The Object Clause is particularly important — the company can only carry on activities listed in its Objects. If you plan to do something not in the Objects, you must alter the MOA later, which costs time and money.

Articles of Association (AOA): The AOA defines the internal rules for how the company will be governed:

• Rules for board meetings and general meetings
• Directors’ powers and responsibilities
• Share transfer restrictions (private companies restrict share transfers)
• Dividend distribution rules
• Procedure for increasing or reducing share capital

Most private companies use the Table F simplified AOA (a default template provided in the Companies Act) unless they need custom governance rules.

Step 4 — File SPICe+ Form

SPICe+ (Simplified Proforma for Incorporating Company Electronically Plus) is the integrated form that replaces the old SPICe, INC-29, and related forms. It handles:

• Company incorporation
• DIN allotment for new directors
• PAN application
• TAN application
• EPFO registration
• ESIC registration
• Profession tax registration (for applicable states)
• Opening of bank account (through the integrated process)

Documents to Attach to SPICe+:

For each proposed director:

• PAN card copy (mandatory)
• Aadhaar card copy (mandatory for Indian nationals)
• Passport copy (for foreign nationals, apostilled or notarized)
• Address proof (bank statement, electricity bill, or mobile bill — not older than 2 months)
• Photograph
• DIN (if already allotted)

For the registered office:

• Rent agreement (if rented property)
• NOC from the property owner
• Electricity bill or property tax receipt as address proof
• Index II (if the property is in a municipal records area)

MOA and AOA drafts (signed by all subscribers)

INC-9 declaration by all subscribers and directors

Step 5 — Pay Fees and Submit

Once the SPICe+ form is complete and all documents are uploaded, the authorized signatories (all directors with valid DSCs) must sign the form digitally.

Government Fees: The fees depend on the authorized share capital:

• Up to ₹1 lakh: ₹1,000
• ₹1 lakh to ₹5 lakhs: ₹2,000
• ₹5 lakhs to ₹25 lakhs: ₹5,000
• Above ₹25 lakhs: ₹5,000 + 0.10% of share capital above ₹25 lakhs (capped)

Professional fees for a CA or company secretary to handle the filing typically range from ₹5,000 to ₹20,000 depending on complexity.

Step 6 — Certificate of Incorporation

If the SPICe+ form is complete and all documents are in order, the RoC processes the application and issues the Certificate of Incorporation. The certificate includes:

• The Corporate Identity Number (CIN) — a unique 21-character alphanumeric identifier for your company
• The date of incorporation
• The company’s PAN (alloslled simultaneously)
• The company’s TAN (allotted simultaneously)

The CIN is the most important number for your company — it must be quoted on every government form, bank transaction, and legal document.

Timeline: 3-7 working days if documents are complete and there are no objections.

Step 7 — Post-Incorporation Tasks

Once you have the Certificate of Incorporation:

1. Open a Current Bank Account: Take the Certificate of Incorporation, PAN, and MOA/AOA to your bank to open a current account in the company’s name.

2. GST Registration: If your turnover will exceed ₹40 lakhs, or you will make inter-state supplies, register for GST within 30 days of incorporation. Voluntary registration is also available below threshold.

3. MSME Registration: Register at udyam.gov.in to obtain MSME/Udyam registration for accessing government schemes and credit facilities.

4. Shops and Establishment License: Register with the local municipal authority within 30 days of starting operations at the premises.

5. EPF and ESI Registration: If you will have 20 or more employees (EPF) or 10 or more (ESI), register with the respective authorities.

6. Bookkeeping Setup: Set up accounting software (Tally Prime, Zoho Books, or QuickBooks) from day one.

7. Startup India Registration: If your company is innovative, apply for DPIIT recognition at startupindia.gov.in to access tax benefits and funding schemes.

Common Rejection Reasons and How to Avoid Them

Name Rejection:

• Too similar to existing company or trademark
• Too descriptive (e.g., “Software Development Services Private Limited”)
• Government connection implied (e.g., “India Transport Private Limited” may be rejected)

Address Proof Rejection:

• Electricity bill older than 2 months
• Rent agreement not registered or not on appropriate stamp paper
• NOC missing or not signed by all co-owners

Director DIN Issues:

• Aadhaar name does not match PAN name
• Director is a minor (minors cannot be directors)
• DIN not allotted before filing (if applying separately)

MOA/AOA Issues:

• Objects clause too narrow — include all activities you plan to do now and in the future
• Subscriber sheet not properly filled with correct number of shares

Timeline and Cost Summary

Step	Time	Cost
DSC for directors	1-2 days	₹500-3,000 per director
Name reservation (RUN)	1-2 days	₹1,000
MOA/AOA drafting	2-3 days	₹2,000-5,000
SPICe+ filing and ROC fees	3-7 days	₹1,000-5,000 + professional fees
Bank account	1-2 days	No fee
Total	7-15 days	₹10,000-30,000

When to Use a Professional

While it is possible to file company incorporation yourself, a company secretary or chartered accountant typically handles the filing to ensure:

• MOA and AOA are correctly drafted
• All subscriber details are correct
• Documents are in the correct format
• Objections from the ROC are responded to quickly

The professional fee of ₹5,000-20,000 is a worthwhile investment to avoid ROC rejections and delays.

Related guides

• Business Structure Comparison Guide — side-by-side comparison of Pvt Ltd vs LLP vs OPC vs partnership including compliance costs, tax treatment, and setup timelines.
• Company Registration service — full SPICe+ filing support including MOA/AOA drafting, DIN allocation, and post-incorporation compliance.
• Annual Compliance for Pvt Ltd service — AOC-4 + MGT-7 + ITR-6 + DIR-3 KYC filings managed annually from ₹9,999.