# How do I set up a Private Limited company in India?

Last updated: 1 June 2026
Country: India
Category: company-formation

**Quick answer:** A Private Limited company in India is incorporated via the SPICe+ (Simplified Proforma for Incorporating Company Electronically Plus) integrated form on the MCA21 portal (mca.gov.in). The process typically takes 7-15 working days and costs INR 1,000-6,000 in government fees depending on share capital. You need minimum 2 directors and 2 shareholders (can be the same person), a registered office address in India, Director Identification Numbers (DIN), and Digital Signature Certificates (DSC) for all proposed directors.

## Detailed explanation

## How to Set Up a Private Limited Company in India

### Why Private Limited?

The Private Limited company is by far the most common structure for funded startups, tech businesses, and SMEs in India. It offers:
- Limited liability protection for shareholders
- Separate legal identity from founders
- Ability to issue equity and raise VC/PE investment
- Professional credibility with clients and vendors
- Eligible for Startup India recognition (Section 80-IAC tax holiday)

### Prerequisites Before Starting

1. **Minimum 2 directors and 2 shareholders** (the same 2 people can be both)
2. **Maximum 200 shareholders** (one of the key Private Limited restrictions)
3. **Registered office address in India** (not a P.O. Box; must be a physical address that can receive ROC correspondence)
4. **DIN (Director Identification Number)** for all directors (obtained as part of SPICe+)
5. **DSC (Digital Signature Certificate)** for all directors (Class 2 or Class 3 DSC; must be obtained before filing)
6. **Minimum authorised share capital:** INR 1 lakh (no minimum paid-up capital requirement since 2015)

### Step-by-Step Process

#### Step 1: Obtain DSC for all directors (2-3 days)

Every proposed director must have a Digital Signature Certificate before filing SPICe+. Apply through NeSL (NSDL e-Governance) or other authorised DSC providers. Cost: INR 1,000-2,000 per DSC. Documents required: Aadhaar, PAN, passport-size photo.

#### Step 2: Name reservation via RUN (Reserve Unique Name): optional

You can reserve a name first via the RUN (Reserve Unique Name) service on MCA21, or include name reservation as part of SPICe+ directly. Names must:
- Not be identical to or closely resemble an existing company name
- Not be offensive or violate any trademark
- End with 'Private Limited'
- Ideally not use generic/descriptive words alone

#### Step 3: File SPICe+ (Integrated Incorporation Form)

SPICe+ is the single integrated form that covers:
- Part A: Name reservation
- Part B: Company incorporation, DIN application, TAN application, PAN application, EPFO registration, ESIC registration, bank account opening (through integration with select banks), GST registration (optional)

Documents to attach:
- Memorandum of Association (MoA), prepared via INC-33 (eMoA)
- Articles of Association (AoA): prepared via INC-34 (eAoA) or customised AoA
- Proof of registered office (sale deed or lease agreement + utility bill)
- Director consent (INC-9) for each director
- Declarations by subscribers to MoA
- KYC documents for all directors and subscribers

#### Step 4: ROC review and Certificate of Incorporation

The ROC reviews the application. For most straightforward applications: 7-10 working days. Complex names or queries may extend to 15-21 days.

On approval, the ROC issues:
- **Certificate of Incorporation (CIN)** with the Company Identification Number
- Company PAN (linked automatically via SPICe+)
- Company TAN (linked automatically via SPICe+)

#### Step 5: Post-incorporation compliance (within 30-60 days)

1. Open a company bank account in the company's name
2. Deposit the paid-up capital (minimum INR 1 lakh of authorised capital, subscribed amount per AoA)
3. Hold the first Board Meeting within 30 days of incorporation
4. File INC-20A (Declaration of Commencement of Business) within 180 days of incorporation: without this, the company cannot start business
5. Apply for GST registration if applicable
6. Register for EPFO and ESIC once employees are hired (20+ for mandatory EPF)
7. Appoint a statutory auditor within 30 days of incorporation (Form ADT-1)

### Government Fees (SPICe+)

| Authorised Capital | Filing Fee |
|---------------------|------------|
| Up to INR 10 lakh | INR 0-1,000 |
| INR 10-50 lakh | INR 2,000 |
| INR 50 lakh-1 crore | INR 4,000 |
| Above INR 1 crore | INR 5,000 + INR 10 per lakh |

Note: MoA/AoA stamp duty is separate and varies by state (INR 200-1,000 typically).

### Ongoing Annual Compliance Cost

Factor in INR 15,000-40,000 per year for statutory audit, ITR-6 filing, and ROC annual forms (AOC-4, MGT-7). Professional fees are the main cost, not the government filing fees.

Source: https://www.mca.gov.in/content/mca/global/en/home.html

## Real-world examples

### Two co-founders setting up a SaaS startup

Two friends in Bengaluru want to incorporate a SaaS startup. Both get DSCs (cost INR 2,000 each). They file SPICe+ with an eMoA/eAoA, registered office at one founder's home address, INR 1 lakh authorised capital, each taking 5,000 shares of INR 10 face value. CIN issued in 10 days. Total government cost: approximately INR 1,500. They file INC-20A once they receive the first customer payment.

## Common mistakes to avoid

- Not filing INC-20A (commencement of business) within 180 days: the company cannot legally start business operations without it
- Using a P.O. Box as the registered office: the ROC will reject the application
- Choosing a name too similar to an existing company or trademark: leads to rejection and delay
- Not appointing a statutory auditor within 30 days of incorporation: a penalty-attracting oversight

## Frequently asked questions

### Can a single person set up a Private Limited company in India?

A Private Limited company requires at least 2 directors and 2 shareholders. For a single-founder setup, consider a One Person Company (OPC): it requires only 1 director and 1 shareholder with a nominee. OPCs have simpler compliance (no AGM, extended filing deadlines) but cannot raise VC investment easily. Most funded startups use the standard 2-shareholder Private Limited structure.

### How long does it take to incorporate a Private Limited company in India?

With all documents ready and DSCs in hand, the SPICe+ application is typically approved in 7-10 working days for standard applications. Obtaining DSCs takes 2-3 days. Total timeline from starting the process to having a CIN: approximately 2-3 weeks.

## Practical tips

- Get DSCs made before applying: this is the most common delay point for new incorporations
- Use a real physical address for the registered office even if you work from home: the ROC sends physical notices and the address appears on public records
- Choose your authorised share capital thoughtfully: INR 1 lakh is sufficient to start, but if you plan to raise investment, authorised capital will need to be increased (requires special resolution and MCA filing)

## Related questions

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- [What is the corporate income tax rate in India?](https://accounts-os.com/in/questions/corporate-income-tax-rate-india-in)
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