Business Registration
Private Limited Company Registration — Structure, Documents, and Step-by-Step Coordination
Register your Private Limited Company with documented guidance. TrustLedger manages name check, SPICe+, MOA/AOA, and Certificate of Incorporation from start to finish.
What is a Private Limited Company?
A Private Limited Company is the most common legal structure for startups, growing businesses, and companies planning to raise equity investment in India. It is a separate legal entity registered under the Companies Act, 2013 — distinct from its shareholders and directors, capable of holding property, entering contracts, and continuing to operate regardless of changes in ownership.
The two defining features are limited liability (shareholders' personal assets are not at risk for the company's debts — liability is limited to the unpaid value of their shares) and separate legal existence (the company can sue and be sued in its own name, not in the names of its founders).
For investor-funded businesses, the private limited structure is the only practical choice. Angel investors, venture capital funds, and institutional investors expect equity investment to happen into a Pvt Ltd company. Other structures (proprietorship, partnership, LLP) are not designed for equity financing.
Who Should Register as a Private Limited Company?
- Co-founders wanting a formal, legally documented ownership split
- Businesses planning to raise funding from external investors
- Entrepreneurs who want the credibility and brand of a corporate identity
- Service businesses or agencies with significant client contracts or government work
- Any business where the founders want clean separation between personal and business finances and liabilities
If you are a solo founder with no plans to raise external capital and have modest revenue expectations, an LLP or sole proprietorship may be more practical. We can help you assess what structure fits best before you proceed.
What You Get on Registration
- Certificate of Incorporation from the Ministry of Corporate Affairs (MCA)
- Corporate Identity Number (CIN) — your company's permanent identifier
- Company PAN (Permanent Account Number)
- Company TAN (Tax Deduction Account Number)
- Your company name with legal protection in India
- Ability to open a current bank account in the company's name
Documents Required
For Each Director
- PAN card
- Aadhaar card (Indian nationals) or Passport (foreign nationals)
- Address proof — bank statement or electricity bill not older than 2 months
- Passport-size photograph
For the Registered Office
- Owned property: Latest electricity bill + No Objection Certificate from property owner
- Rented property: Rent agreement + No Objection Certificate from landlord
Other Requirements
- Digital Signature Certificate (DSC) — Class 3 — for each director (we coordinate this)
- Proposed company name — we check availability and suggest alternatives if needed
- Proposed business activity — we assist with drafting the object clause for the MOA
- Proposed shareholding structure — who holds what percentage
Our Process
Step 1 — Name Availability Check: We search the MCA database and trademark registry for your proposed company name. We advise on availability and suggest alternatives if the preferred name is taken.
Step 2 — DSC and DIN: We coordinate Class 3 Digital Signature Certificates for all directors and Director Identification Numbers (DIN) if not already obtained.
Step 3 — SPICe+ Form Preparation: We prepare the combined SPICe+ application covering incorporation, PAN application, TAN application, and EPFO/ESIC registration. SPICe+ is the single-window form introduced by MCA.
Step 4 — MOA and AOA Drafting: We draft the Memorandum of Association (purpose and scope of the company) and Articles of Association (internal governance rules) in the prescribed format.
Step 5 — Submission and Follow-Up: We file the SPICe+ package with the relevant Registrar of Companies (ROC) office and track the application. Any queries from the ROC are coordinated promptly.
Step 6 — Certificate Delivery: On MCA approval, you receive the Certificate of Incorporation, CIN, PAN, and TAN. We brief you on the critical post-incorporation steps.
Timeline
7–15 working days from complete document submission. Name availability, ROC jurisdiction, and current MCA processing load affect the timeline.
Critical Post-Incorporation Steps
⚠ These are required obligations after incorporation — failure to complete them attracts penalties.
- Open a current bank account in the company's name within 60 days of incorporation
- Hold the first board meeting within 30 days of incorporation (check Board Meeting requirements)
- Issue share certificates to all shareholders within 60 days
- File INC-20A (Commencement of Business Declaration) within 180 days — penalty of ₹50,000 for the company and ₹1,000/day for directors for non-compliance
- Register for GST if turnover threshold is expected to be crossed, or if making interstate supply
- Appoint a statutory auditor within 30 days of incorporation (by the Board); formal appointment ratified at the first AGM
Frequently Asked Questions
Is there a minimum capital requirement?
No. The Companies Act, 2013 removed the earlier ₹1 lakh minimum capital requirement for Pvt Ltd companies. You can start with any paid-up capital — most companies start with ₹1 lakh to ₹10 lakh in authorised capital and pay up a portion of that at incorporation. MCA fees at incorporation are based on authorised capital, so starting with a reasonable figure (not excessively high) is practical.
How many directors and shareholders are needed?
Minimum 2 directors, both must be individuals. At least one director must be a resident of India (present in India for 182 or more days in the immediately preceding calendar year). Maximum 15 directors (expandable by special resolution). Minimum 1 shareholder; maximum 200. Directors and shareholders can be the same people.
Can an NRI or foreign national be a director?
Yes. Foreign nationals can be directors in an Indian private limited company. At least one director must be a resident Indian. Foreign national directors need a passport for identity and address proof (instead of Aadhaar) and must obtain DIN from MCA.
What is INC-20A and why is it so important?
INC-20A is the Commencement of Business Declaration — a form filed by directors confirming that the subscribers to the MOA have paid the agreed share capital into the company's bank account. It must be filed within 180 days of incorporation. Without filing INC-20A, the company legally cannot start operations, borrow money from banks, or exercise borrowing powers. Companies that miss this filing are routinely found in default during due diligence.
What are the ongoing annual compliance requirements after registration?
A Pvt Ltd company must hold an Annual General Meeting (AGM) by 30 September each year, file AOC-4 (financial statements) and MGT-7/7A (annual return) with MCA within 60 days of the AGM, and file income tax returns, GST returns, and TDS returns as applicable. We can manage all of this under an annual compliance arrangement.
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