Private Limited Company Registration in India (2026): Steps & Fees

Private limited company registration is the online process of creating a separate legal entity for your business in any state of India under the Companies Act, 2013, through the Ministry of Corporate Affairs (MCA portal). Once registered, the company can own property, sign contracts and open bank accounts in its own name, and its shareholders risk only the money they put in.

A Pvt Ltd needs at least 2 directors and 2 shareholders, carries "Private Limited" at the end of its, name as per the MCA name rules and cannot sell shares to the general public. At the end, MCA issues a Certificate of Incorporation with your company's CIN, PAN and TAN.

Every week, a founder calls us and says, "Sir, bas ye batao, kitna paisa aur kitne din?" Fair question. So before the long version, here is the short one.

But if you are not new to this and still deciding between a sole proprietorship, OPC, LLP and a private limited company. Our structure comparison helps you pick before you start company formation.

• Professional fee: 3,999 + GST with one-startup (₹4,999 + GST for the Business Setup package). Government fees, stamp duty and DSC charges are extra and shown separately, so nothing surprises you later.
• Timeline: usually it takes 7 to 10 working days once your documents are clean, depending on the MCA.”
• Eligibility: 2 directors, 2 shareholders (can be the same people), at least one director resident in India, no minimum capital.
• Mode: 100% online. You never need to visit an MCA office. One honest note: we control our own work, not the MCA portal or the Registrar. Portal slowdowns and Registrar queries do happen, and any timeline is a range, not a promise.

You can set up a private limited company in any state of India if you meet these conditions:

• Directors: minimum 2, maximum 15 under Section 149 of the Companies Act, 2013 (more with a special resolution). Every director must be at least 18 years old and hold a DIN.
• Shareholders: minimum 2, maximum 200. A person can be both director and shareholder.
• Resident director: at least one director must stay in India for 182 days or more during the financial year (Section 149(3)). For a company formed mid-year, this is counted proportionately in its first financial year.
• Capital: there is no minimum paid-up capital. Many first-time founders start with ₹1 lakh authorised capital.
• NRIs and foreign nationals: allowed as directors and shareholders, subject to FEMA rules and notarised identity documents.
• Registered office: a real Indian address you can prove with documents.

If you plan to raise money from angels or VCs, hire a team, or want credibility with big clients, yes. If you are a two-person consulting practice with no funding plans, an LLP can be cheaper to run.

We have told clients exactly that, even when it meant a smaller order for us. Our LLP vs Private Limited comparison helps you decide.

Most rejections trace back to paperwork, so keep these ready before you start.

Documents for Directors and Shareholders

• PAN card (mandatory for Indian nationals)
• Aadhaar card, linked to the mobile number you will use for OTP
• One address proof: voter ID, passport, driving licence or a recent bank statement
• Passport-size photograph
• Personal email ID and mobile number
• Foreign nationals: passport, plus a notarised copy (apostilled where required)
• Signed consent to act as director (Form DIR-2) from each director. SPICe+ generates the INC-9 declaration for you to sign.

Registered Office Documents

• Electricity, water or gas bill, not older than 2 months
• Rent agreement, if the premises are rented
• Signed No Objection Certificate (NOC) from the property owner

Note: if your office isn't ready yet, you can give a correspondence address in SPICe+ and file the registered office address within 30 days of incorporation in Form INC-22.

Company Documents

• Memorandum of Association (MOA), which states what your company does
• Articles of Association (AOA), which states how it is run
• A short description of your business activity in plain words. We turn this into the legal objects clause.

Quick Tip: Your name must match exactly across PAN, Aadhaar and every form. "Rajesh K. Sharma" on one and "Rajesh Kumar Sharma" on another is enough to trigger a query.

You register a private limited company online on the MCA portal in five steps: get Digital Signature Certificates, reserve the name in SPICe+ Part A, file SPICe+ Part B with the e-MOA, e-AOA and AGILE-PRO-S, pay the stamp duty, and receive the Certificate of Incorporation with your CIN, PAN and TAN.

MCA filings are signed digitally, so every director and every subscriber who signs the MOA and AOA needs a Class 3 DSC from a government-approved certifying agency. It is valid for 1 or 2 years. There is no workaround. Read our DSC guide for types and renewals.

A DIN is a unique ID for every company director. For first-time directors, it is allotted through the SPICe+ form at no extra charge. People who already hold a DIN do not apply again. More in our DIN guide.

You can propose up to two names. MCA checks them against existing companies and trademarks. Your name should be unique, relate to your business activity, and end with "Private Limited". If MCA objects, you get one chance to resubmit. If that fails too, you file a fresh application and pay the ₹1,000 fee again. An approved name is held for 20 days, so file Part B inside that window. Before you apply, check the MCA name search and the trademark register first. Our MCA naming guidelines explain the do's and don'ts.

This is the main incorporation application. It covers incorporation, DIN, PAN and TAN, along with the e-MOA (INC-33) and e-AOA (INC-34). A linked form, AGILE-PRO-S (INC-35), is mandatory: through it, EPFO and ESIC registration and a company bank account are compulsory, profession tax is compulsory in Maharashtra and Karnataka, and GST registration is optional. Stamp duty is calculated automatically based on your registered office state.

If MCA is satisfied, you receive your Certificate of Incorporation, CIN, PAN and TAN. From that day, your company legally exists. Celebrate, but do not relax yet, because the post-incorporation list below is where many founders slip.

As of October 2026, the Companies (Incorporation) Amendment Rules, 2026 are still a draft [CONFIRM on mca.gov.in on upload day]. If they are notified, SPICe+ would allot DINs to up to five directors instead of three, AGILE-PRO-S registrations would become optional, and subscriber-directors would no longer sign a separate consent form. Our explainer on the draft E-CHNG and E-CON rules tracks the status.

Here is how the bill splits. Our professional fee is ₹3,999 + GST (₹4,999 + GST for Business Setup). Everything else is a government or third-party cost, and we list it separately in your quote.

Stamp duty is the line that surprises people. It depends on your registered office state and your authorised capital. On a ₹1 lakh company, Delhi charges about ₹350, Tamil Nadu about ₹700, Maharashtra about ₹1,200 and Karnataka about ₹1,000- ₹5,000. Many people assume Bengaluru is cheap for startups, but on this one line, it is not.

A worked example: two directors, ₹1 lakh authorised capital, Delhi office. That is ₹4,719 (₹3,999 + 18% GST) + ₹350 stamp duty + ₹1,000 name reservation + ₹2,000 to 5,000 for two DSCs, so roughly ₹8,070 to ₹14,070 in total. Your number will differ by state and DSC choice.

Also budget for what is not registration: a registered office if you don't have one (a virtual office in a metro can run ₹5,000 to ₹15,000 a month), the minimum balance your bank asks for on a current account which can be ₹10,000 to ₹25,000, and first-year audit and filing costs.

Stamp duty slabs change with state budgets, so please confirm your exact figure before filing. Our full cost breakdown has the state-wise table.

If you want your exact figure before you start, WhatsApp us your state and authorised capital

If documents are ready and MCA raises no objection, expect:

• DSC and DIN: 1 to 2 days
• Name approval: 1 to 3 working days
• Incorporation approval: 3 to 5 working days

The realistic total is 7 to 10 working days, depending on the MCA. A name rejection or document mismatch adds days, and that part nobody can control. See our timeline guide for what causes delays.

These come up again and again in the applications we review.

Our post-incorporation compliance timeline lists every due date in order, and the annual compliance calendar covers year two onwards.

SPICe+ is a self-serve government form, so on paper anyone can fill it. In practice, one wrong detail costs you days and the ₹1,000 name fee again. SPICe+ also carries a certificate from a practising CA, CS, so even a do-it-yourself filing involves a professional, and a good professional drafts your MOA and AOA properly, which you will be glad of when an investor reads them. If you enjoy paperwork and have time, try it yourself. If not, get help.

If you have two people, a registered office address and matching PAN and Aadhaar details, you're ready to file. Check your company name first, because a rejected name is the most common delay.

You can file SPICe+ yourself on the MCA portal. If you'd rather have your documents and MOA checked before anything reaches the Registrar, that's what we do.