Private Limited Company Incorporation

A Private Limited Company, under the Companies Act, 2013, is a separate legal entity offering limited liability and the strongest credibility with investors, banks and clients. It is the only structure that can raise equity from angel investors and VCs, issue ESOPs, and scale with a share-capital structure. It suits founders building a fundable, growth-oriented business. It is regulated by the MCA.

A Private Limited Company needs a minimum of 2 directors (at least one resident in India) and up to 15 directors, and a minimum of 2 shareholders (up to 200). There is no minimum paid-up capital requirement — you can incorporate with any amount. The same person can be both a director and a shareholder. We advise on the optimal director/shareholder structure. As you grow, you can increase your authorised capital via Form SH-7 to issue more shares.

Incorporation is filed through the integrated SPICe+ form, which bundles name reservation, incorporation, DIN allotment, PAN, TAN, GST, EPFO and ESIC in one submission. After obtaining Class-3 DSCs and reserving the name, the application is filed with the MOA/AOA; the Certificate of Incorporation issues with PAN and TAN. The full process typically takes 7–10 working days, subject to MCA processing.

The cost depends on factors like authorised capital (which drives ROC fees and state stamp duty), the number of directors (DSC count), and professional charges for drafting and filing. Stamp duty varies by state. Because these vary by case, we provide a customised quote based on your requirements after understanding your capital, director count and state of registration.

Key annual filings: AOC-4 (financial statements) within 30 days of the AGM; MGT-7 (annual return) within 60 days of the AGM — note MGT-7A is only for small companies/OPCs; ADT-1 (auditor appointment) within 15 days of the AGM; and DIR-3 KYC for every director. The AGM must be held by 30 September for a March year-end. These are mandatory even for dormant/loss-making companies.

Every director holding a DIN must complete DIR-3 KYC. Under G.S.R. 943(E) (effective 31 March 2026) this is now filed once every three consecutive financial years, by 30 June (the merged Form DIR-3 KYC Web) — not annually. Missing it deactivates the director’s DIN, blocking all filings, and reactivation costs a ₹5,000 fee. We track every director’s KYC cycle.

Late filing of AOC-4 and MGT-7 attracts ₹100 per day, per form, with no maximum cap. More seriously, failure to file financial statements or annual returns for three consecutive financial years triggers director disqualification for 5 years under Section 164(2), and prolonged non-operation (two years) can lead the ROC to strike off the company under Section 248. We keep compliance current to protect your directors and the company’s active status.

Choose a Private Limited Company to raise equity funding, issue ESOPs and project maximum credibility (with higher compliance). Choose an LLP for lower compliance when you won’t raise equity. Choose a One Person Company if you are a solo founder wanting a corporate structure without a co-founder. We map your funding plans and compliance appetite to the right entity.

Yes — foreign nationals and NRIs can be directors and shareholders, and 100% FDI is allowed under the automatic route in most sectors. At least one director must be resident in India. Foreign investment requires RBI reporting (Form FC-GPR) within the prescribed timelines after share allotment, and KYC documents may need apostille/notarisation. We handle the FDI compliance alongside incorporation.

A domestic company can opt for the concessional 22% rate under Section 115BAA (plus surcharge and cess, with an effective rate of ~25.17%), forgoing certain deductions — usually the best option for most companies. New manufacturing companies may qualify for 15% under Section 115BAB. Companies also benefit from carry-forward of losses (up to 8 years) and structured tax planning. We advise on the optimal regime at filing.