Private Limited Company Registration

Founders usually come to us at one of two points. Some have not registered yet and are stuck: the bank wants a CIN, an investor wants a cap table, a large client wants a GST invoice a proprietorship can't give. Others registered online a few months ago, skipped the commencement declaration, the auditor appointment and the first board meeting, and have just received a notice from the Registrar. We handle both: incorporation done properly, and the compliance that starts the day the certificate is issued.

A company is a separate legal person. It can hold bank accounts, leases and loans in its own name and be sued in its own name, so the founders' personal assets are not exposed to the business. Incorporation is entirely online through the Ministry of Corporate Affairs (MCA) SPICe+ form; Indian residents do not need to visit any office.

Key facts

Private limited, LLP, one person company or Section 8?

Choosing the wrong structure means paying again to convert. An LLP cannot issue shares to investors; a one person company has to convert once it grows; a Section 8 company cannot distribute profits.

For LLPs, see LLP registration; for non-profits, trust, society and Section 8 company registration.

What a company makes possible

• Funding: only companies can issue equity shares. Angel investors, family offices and venture funds rarely invest in proprietorships or LLPs, and convertible notes need a company. Startup India recognition and the section 80-IAC tax holiday are available to companies and LLPs.
• Operations: a current account in the company's name; eligibility for government tenders, GeM seller registration, vendor empanelment and business lending, which commonly ask for a CIN.
• Exit and growth: shares can be transferred, pledged or used for employee stock options and buyouts; a proprietorship is much harder to sell.

Eligibility

• Directors must be at least 18, hold a DIN (allotted in SPICe+) and not be disqualified under section 164.
• NRIs and foreign nationals can be directors and shareholders, with apostilled documents.
• A registered office address is needed from incorporation: residential premises or a serviced office are acceptable with a rent agreement, owner's NOC and a recent utility bill.
• No minimum capital; authorised capital decides the stamp duty and MCA fees.

Documents we prepare

• Memorandum of association: objects, state and capital. A narrow objects clause means a special resolution and an MGT-14 filing later, so we draft it for where the business is going, not just where it starts.
• Articles of association: board meetings, voting, quorum and share transfer restrictions.
• Declarations and consents: INC-9 by subscribers and directors, DIR-2 consent of directors, and AGILE-PRO-S (INC-35) for GST, EPFO, ESIC and bank account applications.

The process

1. Digital signatures: a Class 3 DSC for each director, with the name exactly as on PAN (usually one or two days).
2. Name reservation: SPICe+ Part A with two names in order of preference, checked against existing companies, LLPs and trademarks. An approved name is reserved for 20 days.
3. Memorandum and articles: drafted for your business and filed as e-MOA (INC-33) and e-AOA (INC-34).
4. SPICe+ Part B: incorporation details, DINs, PAN and TAN, EPFO and ESIC, with AGILE-PRO-S for GST and a bank account.
5. Review by the Central Registration Centre: any queries are answered online.
6. Certificate of incorporation: issued with CIN, PAN and TAN, usually 7 to 15 working days after Part B.
7. Post-incorporation steps: first board meeting and auditor appointment within 30 days, share certificates within 60 days, INC-20A within 180 days, bank account and GST as needed.

Compliance after incorporation

Compliance starts on the date of the certificate, not when the first invoice goes out.

• First board meeting within 30 days, then at least four meetings a year with no more than 120 days between two meetings.
• First auditor appointed by the board within 30 days; later appointments at the AGM, reported in ADT-1 within 15 days.
• INC-20A within 180 days, after the subscription money is in the company's bank account. Late filing costs the company ₹50,000 and each defaulting director ₹1,000 a day, and the company can be struck off.
• Share certificates within 60 days of incorporation.

We can take care of these through our company annual compliance service.

Where registrations go wrong

• An objects clause too narrow for the business's plans
• A DSC name that does not match PAN, causing rejection
• Names rejected for similarity in sound or structure, not just exact matches
• Office documents that don't match: a relative's flat without a rent agreement, an undated NOC, or an old utility bill
• INC-20A missed, the most common post-incorporation default

NRIs and foreign shareholders

Most sectors allow 100% foreign investment under the automatic route. Foreign nationals and NRIs can be shareholders and directors, provided at least one director is resident in India. Foreign documents must be notarised and apostilled (or consularised), with certified translations where not in English. Shares issued to foreign investors must be reported to the RBI in Form FC-GPR within 30 days of allotment. For branch and liaison offices, see foreign company setup in India.

Common questions

How long does it take?

Usually 7 to 15 working days with documents in order: one to three days for the name and five to twelve for the certificate. Delays mostly come from name objections, DSC mismatches and office documents.

Is there a minimum capital?

No. Even a nominal amount is legally enough. Authorised capital affects stamp duty, and the subscribed amount must reach the bank before INC-20A.

Can one person register a company?

Yes, as a one person company, with one member and director and a nominee. Two or more founders should form a private limited company.

Does registration include GST?

No, GST is a separate registration, but it can be applied for with incorporation. It is compulsory above ₹40 lakh turnover for goods or ₹20 lakh for services (lower in some states), and from the start for inter-state supplies of goods and most e-commerce sellers.

What if AOC-4 and MGT-7 are filed late?

Additional fees of ₹100 a day per form, with no upper limit. Continued default can lead to strike-off, and directors of a company that does not file for three years are disqualified for five years from all their directorships.