Private Limited Company Registration

Overview

A private limited company is the structure most Indian startups and growing businesses choose. It is a separate legal entity under the Companies Act, 2013: it owns its assets, signs contracts in its own name, and the liability of its shareholders is limited to the capital they have agreed to contribute.

Because ownership is held through shares, a private limited company can bring in co-founders, employees and investors without changing the business itself. That is why banks, venture capital funds and angel investors generally expect to deal with a company rather than a firm or proprietorship.

In return, a company carries more compliance than other structures: statutory registers, board meetings, an annual general meeting, a statutory audit and annual returns with the Registrar of Companies (ROC). KNAP Advisory can handle these for you after incorporation.

Key requirements

• Minimum two directors and maximum fifteen (more with a special resolution); at least one director must be resident in India, meaning they stayed in India for 182 days or more during the financial year.
• Minimum two and maximum two hundred shareholders. The same people can be both directors and shareholders.
• A unique name that is not identical or too similar to an existing company, LLP or registered trademark.
• A registered office address in India. It can be a residential property with the owner's no-objection certificate.
• No minimum paid-up capital is prescribed. Authorised capital is chosen to suit the business plan.

Documents required

• PAN card of each director and shareholder (passport for foreign nationals)
• Identity proof: Aadhaar, voter ID, passport or driving licence
• Address proof: bank statement, or electricity, telephone or mobile bill not older than two months
• Recent passport-size photograph
• Registered office proof: utility bill not older than two months, plus rent agreement and owner's NOC if the premises are rented
• Foreign directors and shareholders: notarised or apostilled passport and address proof, as applicable

We share an exact checklist for your case before you start, since requirements vary with the structure and the people involved.

Process

1. Structure and name

   We confirm that a private limited company suits your plans, then check and shortlist names against MCA records and the trademark registry.

2. Digital signatures

   Class 3 Digital Signature Certificates (DSC) are obtained for the proposed directors and subscribers.

3. Name reservation

   The name is reserved through SPICe+ Part A (or RUN). Director Identification Numbers are allotted within SPICe+ itself.

4. Charter documents

   We draft the Memorandum (e-MoA) and Articles of Association (e-AoA) around your business objects and shareholding.

5. SPICe+ filing

   SPICe+ Part B, with AGILE-PRO-S for GSTIN, EPFO, ESIC and bank account, is filed and tracked until approval.

6. Incorporation

   The ROC issues the Certificate of Incorporation with the Corporate Identity Number (CIN), PAN and TAN of the company.

What KNAP Advisory handles

• Name search and reservation
• DSC and DIN for directors
• Drafting of MoA and AoA
• SPICe+ filing and follow-up with the ROC
• Certificate of Incorporation, company PAN and TAN
• Support with opening the company's current account
• Guidance on post-incorporation compliance: auditor appointment, commencement of business (INC-20A) and share certificates

Frequently asked questions