Private Limited Company Registration in India (2026): SPICe+, Fees, Stamp Duty and First-Year Compliance

A private limited company is the structure most Indian founders choose when they want limited liability, outside investors or a business that can outlive them. Registration is entirely online through the Ministry of Corporate Affairs (MCA), using one integrated web form called SPICe+. This guide is for first-time founders, family businesses moving out of a proprietorship and MSME owners who want to know what they are paying for before they hire anyone. It covers who can form a company, the name rules, DIN and DSC, SPICe+ Part A and Part B, what the MCA fee and state stamp duty actually come to, how long approval takes and the filings that follow in year one.

Quick answer

Get a DSC for each director, reserve a name in SPICe+ Part A on mca.gov.in, then file SPICe+ Part B with the e-MoA, e-AoA, INC-9 and AGILE-PRO-S. If authorised capital is ₹15 lakh or less, the MCA filing fee is zero. You pay only PAN/TAN fees and your state's stamp duty. The certificate of incorporation comes with the CIN, PAN, TAN, EPFO and ESIC codes.

• Minimum 2 directors and 2 shareholders; at least one director resident in India

• Name reserved for 20 days after approval (extendable for a fee)

• Up to 3 directors new directors can get a DIN inside SPICe+

• File INC-20A within 180 days before starting business

What is a private limited company?

A private limited company is a company registered under the Companies Act, 2013 whose articles restrict the transfer of its shares, cap its members at 200 (excluding employees and certain former employees) and bar it from inviting the public to subscribe to its shares or debentures. That is the definition in section 2(68). The company is a separate legal person. It owns its assets, signs contracts, sues and is sued in its own name, and its shareholders' liability is limited to any amount unpaid on their shares.

Every private company needs at least two directors and two members (shareholders). The same two people can wear both hats, and a holding company can be a shareholder. At least one director must be "resident in India", which section 149(3) defines as having stayed in India for 182 days or more during the financial year. The board can have up to 15 directors without a special resolution. There is no minimum paid-up capital any more. The old ₹1 lakh floor was removed in 2015, so you choose a capital figure that fits your plans and your stamp duty budget.

Founders usually compare three options. A sole proprietorship needs no registration of its own but gives no liability protection. An LLP gives limited liability with lighter compliance but is harder to raise equity into. A private limited company costs more to run each year but is the only one of the three that venture investors, ESOP plans and most enterprise customers expect. If you are weighing the second option, read our LLP registration guide. If you are a single founder, a One Person Company (OPC) is registered through the same SPICe+ form with a nominee.

Company registration at a glance (2026)

₹0

MCA filing fee

authorised capital up to ₹15 lakh

₹1,000

Part A name fee

only if filed on its own

20 days

Name reservation

extendable to 60 days

180 days

INC-20A deadline

from incorporation

Before you start: DSC, DIN and a Business User login

Digital Signature Certificate (DSC). Every subscriber and director who signs the SPICe+ forms needs a Class 3 DSC, bought from a licensed certifying authority. Issue takes a day or two with Aadhaar-based video verification. A two-year token typically costs ₹1,500 to ₹3,000 per person; that is a market estimate, since certifying authorities set their own prices. Foreign directors need a DSC issued against their passport.

Director Identification Number (DIN). A first director who has no DIN gets one through SPICe+ Part B itself. There is no separate DIR-3 application at incorporation. The form allows DIN applications for up to 3 directors proposed directors; if you have more first directors without a DIN, the others must obtain one separately first. Existing directors simply quote their DIN.

MCA V3 login. SPICe+ is filled online in MCA21 V3 after logging in with an email ID and OTP. Each first subscriber and director who will sign must register as a Business User and associate their DSC with their PAN. The MCA FAQ calls this out as a common blocker: a DSC that is not associated will not let you upload the signed form. Use the same login throughout. The approved name in Part A can only be carried into Part B from the same user ID.

Choosing a name that will be approved

Name approval follows rules 8, 8A and 8B of the Companies (Incorporation) Rules, 2014, applied by the Central Registration Centre (CRC). The name must end with "Private Limited". It must not be identical to, or too close to, the name of an existing company or LLP, including names that differ only by plural forms, spacing, punctuation, "the", or a change of tense. Phonetic look-alikes ("Kwik" for "Quick") are also refused.

MCA's own FAQ lists the reasons names are most often sent back:

• The name matches or closely resembles an existing company, LLP or a registered trademark. You need the trademark owner's no-objection letter and KYC to use it.
• It is purely descriptive, made only of common words with no distinctive element.
• It uses words like Finance, Investment, Capital, Holding or Insurance when the objects do not cover that activity. The reverse also applies: a finance company must say so in its name.
• It uses restricted words such as Board, Commission, Authority, National, Union, Central, Federal, Republic, Bureau or Small Scale Industries without Central Government approval, or Bank, Insurance, Venture Capital or Mutual Fund without the regulator's approval.
• It includes a foreign country or city without proof of business links with that country.

Use MCA's free Check Company/LLP Name service and the IP India trademark search before you file. When filing Part A on its own you can propose two names; if you file Part A and Part B together you get only one. An approved name is held for 20 days. You can extend it to 40 days for ₹1,000, from 40 to 60 days for ₹2,000, or straight from 20 to 60 days for ₹3,000, as long as you pay before the current period runs out.

SPICe+ step by step: Part A, Part B and the linked forms

SPICe+ ("Simplified Proforma for Incorporating Company Electronically Plus") has been mandatory for every new company since 23 February 2020. According to MCA it bundles 13 services from three central ministries and four state governments into one application. Part A reserves the name. Part B handles incorporation, DIN, PAN and TAN. The linked AGILE-PRO-S form covers GSTIN, EPFO, ESIC, professional tax in some states and a bank account.

How to register a private limited company on MCA

1. 1

   Get DSCs and register as Business Users

   Buy a Class 3 DSC for each subscriber and director. Each one registers on the MCA V3 portal and associates the DSC against their PAN.

   Tip: Do this first. An unassociated DSC is the most common reason the signed PDF fails to upload.

2. 2

   File SPICe+ Part A

   Choose company type and class, pick up to three 5-digit NIC 2008 activity codes (mark one as primary) and enter the proposed name. Run Auto Check to see name and trademark similarity alerts.

   Open SPICe+ Part A
3. 3

   Fill SPICe+ Part B

   Eleven blocks: capital structure, registered office, subscribers and directors (DIN applications), stamp duty, PAN/TAN details, attachments and declarations by directors and the certifying professional.

4. 4

   Complete the linked forms

   Fill e-MoA (INC-33), e-AoA (INC-34), INC-9 declarations and AGILE-PRO-S (INC-35), in that order. The objects and capital clauses are pre-filled from Part A and Part B.

   Tip: If you edit Part B after filling the linked forms, the system resets them to draft.

5. 5

   Sign, upload and pay

   Generate the PDFs, affix all DSCs, upload within 15 days of SRN generation and pay the single challan within 7 days of upload, or the SRN is cancelled.

6. 6

   Respond to resubmission, receive the certificate

   CRC may approve, ask for resubmission or reject. On approval you receive the Certificate of Incorporation with CIN, PAN and TAN, plus EPFO and ESIC registration numbers.

Who certifies the form. Part B carries a declaration by a practising Chartered Accountant, Company Secretary or Cost Accountant, or an advocate, engaged in the formation. The professional confirms that the Act's requirements have been met. So you need a professional's DSC even if you prepare the data yourself.

e-MoA and e-AoA versus paper. Most incorporations use the electronic MoA and AoA. Physically signed, notarised or apostilled documents must be attached instead when there are more than seven subscribers, when a corporate subscriber is based outside India, or when a foreign individual subscriber has no valid business visa. You cannot mix the two methods in one application.

AGILE-PRO-S is mandatory in every case. Through it the company is registered with EPFO and ESIC. MCA says no separate numbers are issued by those agencies for companies incorporated after 23 February 2020. Contributions only become payable once you cross the coverage thresholds; see our ESIC registration guide. Professional tax registration is mandatory through the form in Maharashtra, Karnataka and West Bengal. Shops and Establishment registration is optional and available only for Delhi. Opening a bank account through one of the integrated banks (SBI, PNB, Bank of Baroda, ICICI, HDFC, Axis, Kotak, IndusInd and Union Bank, per MCA's list) is mandatory and costs nothing extra. GSTIN is optional. Apply here only if you will cross the threshold or need GST from day one, because a GST registration brings monthly returns; see our GST registration guide.

Documents you need

The registered office proof is where most applications stumble. MCA's FAQ says applications are rejected when the utility bill is older than two months, when the address on the bill does not match the form, when the proof is not in the owner's name, or when the NOC or rent agreement is missing or does not name the proposed company. A bill in a regional language needs an English translation.

Documents to keep ready

0/8

• PAN of every subscriber and director (passport for foreign nationals)
• Identity proof: Aadhaar, voter ID, passport or driving licence
• Residential proof not older than two months: bank statement, utility bill or mobile bill in the person's name
• Passport-size photo of each director and subscriber
• Registered office proof: electricity, water, gas or telephone bill not older than two months
• Rent or lease agreement and NOC from the owner naming the proposed company (if the premises are not owned)
• Consent of the trademark owner, if the name uses a registered mark
• Board resolution of a corporate subscriber, with details of the shares it is taking and its authorised representative

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Fees and stamp duty: what you will actually pay

The MCA fee depends on authorised capital. Companies with authorised capital up to ₹15 lakh pay zero filing fee for SPICe+, the e-MoA and the e-AoA. Above that the fee rises with capital under the Companies (Registration Offices and Fees) Rules, 2014. Use MCA's Enquire Fees service to get the exact figure for your capital before you decide. A single challan is generated with Part B. It includes the PAN fee (₹66) and TAN fee (₹65). If you filed Part A separately to reserve the name first, you will already have paid ₹1,000.

Stamp duty is set by each state, based on where the registered office is, and it is payable on both the MoA and the AoA. In most states SPICe+ calculates it in Block 7 and collects it with the MCA challan. The rate structures differ widely:

• Maharashtra: AoA duty is 0.3% of share capital (max ₹1 crore), raised from 0.2% (max ₹50 lakh) by an ordinance dated 14 October 2024. A small fixed duty also applies to the MoA.
• Delhi: MoA duty is ₹200 and AoA duty is 0.15% of authorised capital (max ₹25 lakh).
• Other states use flat amounts or slab rates. Some charge only a few hundred rupees and others several thousand, even at the same capital. Check the figure SPICe+ shows for your state before you pick a capital number.

Worked example: two founders in Pune choose ₹10 lakh authorised capital and file Part A and Part B together. Their government outlay is about ₹3,131 plus the MoA duty. That is ₹0 MCA fee, ₹131 for PAN and TAN, and ₹3,000 AoA duty. Add their DSCs and whatever the CA or CS charges. Professional fees are not regulated; ₹5,000 to ₹15,000 is a common range in metro markets, and that is an estimate, not an official figure. The same company with ₹1 lakh capital would pay only ₹300 AoA duty in Maharashtra. If they had picked ₹20 lakh, the zero-fee concession would no longer apply and an MCA fee would be added. Agents who quote "₹999 company registration" are usually quoting their own fee, before DSC, stamp duty and add-ons.

How long does it take, and why applications get sent back

MCA does not publish a service-level deadline for SPICe+. In practice, an application with clean documents is usually approved within one to two weeks of payment (a practitioner estimate). Add one or two days for DSCs and a day or two to prepare the forms. You can track the SRN in My Application on the V3 portal.

Resubmission requests are common, and each round adds days. MCA's FAQ lists these frequent grounds:

• Name issues: similarity, descriptive names, objects that do not match the name.
• Address proof: an outdated bill, an owner mismatch, or a missing NOC.
• Capital clause mismatch: authorised or subscribed capital in the MoA differs from Part B, or the share face value is entered as zero.
• Director and subscriber KYC: a missing PAN or address proof for someone without a DIN, or an old address proof.
• Documents: illegible scans, copy-pasted signatures, or a scanned INC-9 where the e-form was required.
• Objects clause: NIC codes that do not match the business. Regulated activities such as insurance agency need the regulator's in-principle approval.

When a resubmission comes in, edit the saved web form rather than starting again. SPICe+ allows edits after DSCs have been affixed, then a fresh PDF, re-signing and upload. Read the remark carefully. The officer will not flag the same issue twice; an unresolved point usually leads to rejection, and then a fresh application and fee.

After incorporation: the first-year compliance calendar

Incorporation is the start, not the finish. A private company has fixed annual filings whether or not it trades, and MCA's systems apply late fees automatically.

First-year compliance for a new private limited company

Within 30 days

First board meeting (s.173); Board appoints the first auditor (s.139(6)). If the Board fails, members appoint within 90 days

Within 60 days

Issue share certificates to subscribers (s.56(4)) and pay the state stamp duty on them

Within 180 days

File INC-20A with proof that subscribers' share money reached the company bank account

Every 3 years

Director KYC: once every three financial years, by 30 June under the rules in force from 31 March 2026

30 June

DPT-3 return of deposits and outstanding loans, where applicable

Within 9 months of first FY end

First AGM; later AGMs within 6 months of the financial year end (s.96)

30 days after AGM

AOC-4: financial statements filed with the Registrar (s.137)

60 days after AGM

MGT-7 annual return, or the shorter MGT-7A for small companies and OPCs (s.92)

INC-20A is the one founders forget. Section 10A says a company with share capital cannot start business or exercise borrowing powers until a director files this declaration. The declaration confirms that every subscriber has paid the value of their shares. It must be filed within 180 days of incorporation. The penalty is ₹50,000 on the company and ₹1,000 a day (up to ₹1 lakh) on each officer in default. The Registrar can also start striking the company off if it believes the company is not carrying on business. Open the bank account, have each shareholder transfer their subscription amount, and attach the bank statement.

Director KYC changed in 2026. Until March 2026 every DIN holder filed DIR-3 KYC each year by 30 September. The Companies (Appointment and Qualification of Directors) Amendment Rules, 2025 replaced that from 31 March 2026 with a KYC intimation once every three financial years, by 30 June. Changes to a director's mobile number, email or address must be updated within 30 days. ICAI notes that directors who have already done their KYC are next due on 30 June 2028.

Other registrations to line up. Apply for Udyam registration with the company's PAN, using the authorised director's Aadhaar. It is free and gives you delayed-payment protection. Register your brand separately: company name approval does not stop someone else trademarking the same word (trademark guide). Tech or innovation companies can apply for DPIIT recognition through Startup India. Payroll obligations depend on headcount. EPF and ESIC codes already exist from AGILE-PRO-S, and contributions start once you cross their thresholds.

Small company status: why the 2025 limits matter

Many compliance concessions under the Companies Act depend on whether you are a small company under section 2(85). From 1 December 2025, G.S.R. 880(E) raised the limits. A company now qualifies if its paid-up capital is no more than ₹10 crore and its turnover is no more than ₹100 crore. The earlier limits were ₹4 crore and ₹40 crore. Both conditions must be met. Holding and subsidiary companies, section 8 companies and companies governed by a special Act cannot be small companies, however small they are.

Almost every newly registered private company is a small company, and the savings are real. The table below compares the main rules.

Small company vs other private company

Requirement	Small company	Other private company
Board meetings	One in each half of the calendar year, at least 90 days apart (s.173(5))	Four a year, gap of no more than 120 days
Annual return	Shorter MGT-7A	Full MGT-7
Cash-flow statement	Not required	Required
Auditor rotation	Not applicable	Applies to companies above prescribed size
Penalties (s.446B)	Capped at half the normal amount	Full amount

Board meetings

Small company

One in each half of the calendar year, at least 90 days apart (s.173(5))

Other private company

Four a year, gap of no more than 120 days

Annual return

Small company

Shorter MGT-7A

Other private company

Full MGT-7

Cash-flow statement

Small company

Not required

Other private company

Required

Auditor rotation

Small company

Not applicable

Other private company

Applies to companies above prescribed size

Penalties (s.446B)

Small company

Capped at half the normal amount

Other private company

Full amount

Treat these as relief for small companies, not as permission to skip compliance. The deadlines still apply, and the cheaper MGT-7A still has to reach the Registrar within 60 days of the AGM.

The catch is the subsidiary exclusion. If you set up an Indian company as a subsidiary of your existing company, or a foreign parent holds it, it loses small company status from day one.

Common mistakes and how to avoid them

Choosing capital without checking stamp duty. Authorised capital drives both the MCA fee and the AoA duty. A founder who picks ₹25 lakh "to look bigger" loses the zero-fee concession and, in Maharashtra, pays ₹7,500 in AoA duty instead of ₹3,000. Start with what you need for the first year; increasing it later is a routine SH-7 filing.

Using a home address without the right papers. A residential address is fine as the registered office. You need a recent utility bill and, if a parent or landlord owns the house, their NOC naming the proposed company. A bill in the name of a previous owner is a rejection ground.

Not planning shareholding and the AoA. The default e-AoA follows Table F of Schedule I. Founders' vesting, transfer restrictions, investor rights and tie-break rules belong in a shareholders' agreement. Some of these may need custom articles, which you can adopt at incorporation or by special resolution later.

Applying for GST too early. Ticking GSTIN in AGILE-PRO-S is convenient, but it starts your return obligations immediately. If you will not cross the threshold for a while and do not sell inter-state goods or on marketplaces, you can register later.

Forgetting the money trail. Subscribers must actually transfer their share money to the company's account before INC-20A. Paying company expenses from personal accounts in the first months, without board approval and proper reimbursement records, causes audit problems later.

Official links

• SPICe+ Part A — name reservation and incorporationStart the application (V3 login required)
• Check Company/LLP NameFree name availability check
• Enquire FeesExact MCA fee for your authorised capital
• FAQs on SPICe+ and linked filingsName rules, documents and rejection grounds
• Companies Act, 2013 (India Code)Sections 2(68), 2(85), 10A, 92, 96, 137, 149

What to do next

Shortlist three distinctive names with our business name generator and check each one on MCA and IP India. Then get the DSCs, decide your authorised capital with your state's stamp duty in mind, and budget for the first year with the startup cost calculator. If an LLP or a registered partnership would suit you better, compare them in our LLP registration and partnership firm registration guides. Once the certificate arrives, diarise INC-20A, the first auditor appointment and your first AGM straight away.

This is general information, not legal or tax advice — confirm on the official source or with a professional.

Frequently asked questions

What is the government fee to register a private limited company in 2026?

If the authorised capital is ₹15 lakh or less, MCA charges no filing fee for SPICe+ incorporation. You still pay PAN (₹66) and TAN (₹65) fees, the state stamp duty on the MoA and AoA, and ₹1,000 if you reserve the name separately in Part A first. DSCs and professional fees are extra.

How many people are needed to start a private limited company?

At least two directors and two shareholders. The same two people can be both. A private company can have up to 200 members, and at least one director must be resident in India, meaning they stayed in India for 182 days or more in the financial year. A single founder can use a One Person Company instead.

How long does company registration take?

There is no published service deadline. When documents are clean, the Central Registration Centre usually approves SPICe+ within one to two weeks, which is a practitioner estimate. Getting DSCs takes a day or two. Most delays come from resubmission requests over the name, office address proof or mismatched details, and each round adds several days.

Is there a minimum capital requirement for a private limited company?

No. The ₹1 lakh minimum paid-up capital for private companies was removed in 2015. Many founders choose ₹1 lakh to ₹10 lakh of authorised capital because it keeps the MCA fee at zero, which applies up to ₹15 lakh, and keeps stamp duty small. You can raise authorised capital later by filing SH-7 and paying the extra fee and stamp duty.

What is INC-20A and what happens if I miss it?

INC-20A is the declaration that every subscriber has paid for their shares. It must be filed within 180 days of incorporation, with proof of the money reaching the company's bank account. Until it is filed the company cannot start business or borrow. Missing it attracts a ₹50,000 penalty on the company, and the Registrar can start striking the company off.

Does a private limited company need Udyam registration?

Udyam is optional but useful. The company registers using its own PAN and GSTIN, with the authorised director's Aadhaar, on the free Udyam portal. A new company is classified on its investment and turnover. Being registered gives you protection on delayed payments and access to MSME schemes, so most small companies apply soon after incorporation.

Sources & verification

Figures on this page were checked against the sources below when it was last reviewed on 7 October 2026. Each rate and limit is stored once with its own official source and review date, and official update channels are monitored daily so changes are picked up. How we verify

1. 1.FAQs on SPICe+ and linked filings (V3) — Ministry of Corporate Affairs · accessed 7 October 2026
2. 2.SPICe+ Part A — Reserve name for new company incorporation — Ministry of Corporate Affairs · accessed 7 October 2026
3. 3.The Companies Act, 2013 — India Code (Legislative Department) · accessed 7 October 2026
4. 4.Director KYC compliance — revised framework — Institute of Chartered Accountants of India · accessed 7 October 2026
5. 5.Maharashtra Stamp (Amendment) Ordinance, 2024 — Government of Maharashtra (via PRS Legislative Research) · accessed 7 October 2026
6. 6.MCA raises small company thresholds to ₹10 crore capital and ₹100 crore turnover — Taxmann · accessed 7 October 2026
7. 7.Stamp duty on increase of authorised share capital (Delhi) — B S Amrish & Associates · accessed 7 October 2026
8. 8.Small company thresholds raised — MCA expands capital and turnover limits — TaxGuru · accessed 7 October 2026