Procedure For Registration Of A Private Limited Company In India

1.  Introduction

The process for registering a Private Limited Company in India has been significantly streamlined through the Ministry of Corporate Affairs’ (MCA)[1] SPICe+ (Simplified Proforma for Incorporating Company Electronically) form, which integrates multiple steps, Digital Signature Certificate application, Director Identification Number allotment, name reservation, incorporation application, PAN/TAN issuance, and registration for various statutory bodies, into a single application portal. Key stages[2] include obtaining DSCs for all proposed directors, applying for DINs if not already allotted, reserving a unique company name via the RUN (Reserve Unique Name) service, preparing mandatory incorporation documents, filing SPICe+ Part A (name reservation) and Part B along with linked e-forms (AGILE-PRO, e-MoA, e-AoA), and finally receiving the Certificate of Incorporation, PAN, and TAN. Post-incorporation compliance, such as opening a bank account and registering for EPFO/ESIC/GST, is often facilitated through e-linkages in SPICe+.

2. Requirements

1. Directors:
   • Minimum of 2 directors, maximum of 15; at least 1 must be resident in India (resided ≥182 days in previous financial year)
2. Shareholders:
   • Minimum of 2 shareholders, maximum of 200; can be individuals or corporates, Indian or foreign
3. Digital Signature Certificate (DSC):
   • Each director must obtain a Class-2/3 DSC from a government-recognized certifying authority for signing e-forms .
4. Director Identification Number (DIN):
   • Each director needs a DIN, applied via SPICe+ (Form DIR-3) or separately through Form DIR-6
5. Registered Office:
   • A physical address in India with proof (rent agreement + utility bill ≤2 months old) .
6. Proofs & Photos:
   • PAN, Aadhaar or passport, address proofs (bank statement/electricity bill) and passport-size photographs for all directors/subscribers .

3. Conditions Applied

1. Name Rules:
   • Must end with “Private Limited” and comply with Sections 4(2) & (3) of the Companies Act; prohibited words barred.
2. Name Validity:
   • RUN approval holds for 20 days; if unused/expired, a fresh reservation is needed (fee non-refundable).
3. Capital & Fees:
   • No minimum share capital: government fees charged per authorized capital slabs under Companies (Registration Offices & Fees) Rules, 2014
4. Share Subscription:
   • Each subscriber must take ≥1 share and pay the share value in full before incorporation .
5. Director Eligibility:
   • Directors must not be disqualified under Section 164 (e.g., insolvent, convicted); affidavits in Form INC-9 required .
6. Timelines:
   • SPICe+ must be filed within 20 days of name approval, else name reservation lapses and must be redone.

4.  Procedure

1. Obtain DSCs & DINs:
   • Apply for DSCs online; include identity/address proofs. Simultaneously apply for DINs via SPICe+ or Form DIR-6 .
2. Name Reservation (RUN):
   • Submit one proposed name via RUN; on approval (valid 20 days), company will receive an SRN to proceed .
3. Prepare Documents:
   • Draft e-MoA (INC-33) and e-AoA (INC-34); collect Forms INC-9 (affidavit) and DIR-2 (consent), plus proofs/photos .
4. File SPICe+ (INC-32):
   • Part A (name), then Part B (company details, capital, directors, subscribers); linked forms (AGILE-PRO for GST/EPFO/ESIC, bank account) auto-enabled .
5. Pay Fees & Submit:
   • Online payment (fees vary by authorized capital); use auto-check to rectify errors; submit digitally
6. Certificate & IDs:
   • RoC issues Certificate of Incorporation, PAN and TAN within 1–2 working days if filing is error-free .

5.  Preliminary Steps

Before initiating incorporation, the following prerequisites[3] must be met:

1. Digital Signature Certificate (DSC): Every proposed director must possess a class-2 or class-3 DSC to sign forms electronically. Applications are made through government-recognized certifying authorities by uploading identity and address proofs.
2. Director Identification Number (DIN): If directors do not already hold a DIN, they can apply simultaneously through SPICe+ (Part B links to Form DIR-3 for new DIN applications) or separately via form DIR-6.
3. Registered Office Address: A registered office address within India must be secured, along with proof (rental agreement and a utility bill not older than two months).

These steps lay the groundwork for registration. First, obtain DSCs for each director through licensed agencies, then apply for DINs either individually or bundled in the SPICe+ form. Meanwhile, company[4] needs to finalize a physical registered office and gather its documentation, both are mandatory for filling the incorporation form.

6.  Name Reservation (RUN Service)

The company name must be reserved before incorporation[5]:

1. RUN (Reserve Unique Name): Submit a single proposed name via the RUN web service on the MCA portal. The name approval, valid for 20 days, is based on uniqueness, compliance with Section 4(2) & (3) of the Companies Act, and prohibited word lists.
2. Suffix Requirements: The name must end with “Private Limited” (or other prescribed suffixes for different company types). If rejected, a fresh application with a new fee is required.

To ensure company’s desired company name is available and legally acceptable, company must submit it through the RUN portal. If approved, the name is locked for 20 days, giving company time to complete[6] the incorporation. Choose a name carefully, it must not resemble existing companies and should follow naming conventions.

7.  Preparation of Incorporation Documents

Once name approval is obtained, the subscriber and director documents[7] must be collated:

1. Memorandum of Association (MoA) & Articles of Association (AoA): Drafted electronically using e-MoA (Form INC-33) and e-AoA (Form INC-34) or on stamp paper as per state laws.
2. Declarations & Affidavits:
   1. INC-9: Subscriber and director affidavit confirming compliance with the Companies Act.
   2. DIR-2: Consent to act as director and details for DIN.
3. Identity & Address Proofs: PAN, Aadhaar or passport, utility bills, and photographs of all directors and subscribers.

Company will prepare foundational documents that define the company’s structure and rules. The MoA sets out the company’s objectives, while the AoA governs internal management. Along with that, directors[8] must submit declarations and consent forms, and all parties must provide ID/address proofs.

8.  Filing of SPICe+ (INC-32) and Linked Forms

Incorporation is executed through SPICe+ on the MCA portal[9] in two parts:

1. SPICe+ Part A

• Contains name reservation details; once approved (SRN generated), Part B and linked forms unlock.

1. SPICe+ Part B

1. Company Details: Type, class, category, authorized capital, liability, registered office address, and subscribers’ share capital.
2. Director Details: DIN, personal information, proof attachments, and digital signatures.
3. Subscribers & Share Distribution: Number of shares, face value, and subscriber equity contributions.

1. Linked e-Forms (auto-enabled upon Part A approval)

1. SPICe+ INC-32: Incorporation and allotment of PAN/TAN.
2. AGILE-PRO (INC-35): Registration for GSTIN, ESIC, EPFO, Profession Tax, and Opening of Bank account.
3. e-MoA (INC-33) & e-AoA (INC-34): Electronic submission of constitutional documents.

Company first need to fill Part A to reserve the name (if not done already) and then proceed to Part B to enter all incorporation and director details. All relevant linked[10] forms (like PAN, GST, PF registrations) are filled together, saving time and reducing separate filings. Digital signatures are used for submission.

9. Payment and Submission

1. Filing Fees: Vary based on authorized capital; fees for SPICe+, e-MoA, e-AoA, AGILE-PRO, RUN, DIN, and DSC are paid online via net banking or debit/credit card.
2. Auto-Check & Submission: SPICe+ provides an auto-check facility to verify form completeness; errors must be rectified before digital submission.

Once submitted, the MCA issues an SRN and emails the status of RUN and SPICe+ applications.

After filling out all details and uploading documents, company[11] must pay the prescribed fees. The system then validates the forms to catch errors. Once submitted successfully, company get tracking numbers (SRNs) and status updates via email.

10. Certificate of Incorporation and Post-Incorporation Compliance

Upon verification, the Registrar of Companies (RoC) issues:

1. Certificate of Incorporation (CoI): Legal existence of the company, containing CIN, date of incorporation, and registered office address.
2. Allocation of PAN & TAN: Issued automatically through SPICe+.
3. EPFO/ESIC/GST Registration: Details sent electronically to respective departments via AGILE-PRO.

Post-Incorporation Actions: Within 30 days, the company must open a bank account, issue share certificates to subscribers, apply for any industry-specific[12] licenses, and convene the first board meeting.

By following these streamlined steps[13] through SPICe+ and associated e-forms, entrepreneurs can register a Private Limited Company in India typically within 1 – 2 working days, subject to RoC processing times and documentation accuracy. Once approved, the company receives its birth certificate, the CoI, along with tax IDs (PAN/TAN). Company then moves into operational setup: open a bank account, assign shares, hold company first board meeting, and meet other compliance needs like GST or PF registration.

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[1] Govt of India, ‘Ministry of Corporate Affairs’ 

[2] International Journal of Academic Research and Development, ‘A Study of Concept of Limited Liability Partnership in India’ International Journal of Academic Research and Development.

[3] Prarthana Saha, ‘A Comparative Analysis of Incorporation and CSR, Companies Act, India & UK’ (2022) 4 Issue 4 Indian Journal of Law and Legal Research 1.

[4] Nakul Chandra, ‘Conversion of Private and Public Companies in India’ (2023) 5 Issue 2 Indian Journal of Law and Legal Research 1.

[5] OECD, Corporate Governance of Non-Listed Companies in Emerging Markets (OECD Publishing 2006).

[6] Royan Jain and Harshit Jain, ‘Issue of Shares in Public and Private Limited Companies’ (2022) 4 Issue 3 Indian Journal of Law and Legal Research 1.

[7] Law Journal Library HeinOnline, ‘Issue of Shares in Public and Private Limited Companies’ 

[8] Kukuh Tejomurti and others, ‘Legal Liability of Indonesia Private Company to Third Parties: A Lesson Learned from India’ (Atlantis Press 2022) 

[9] Shailendra Kumar, ‘Limited Liability Partnership- A New Gateway to Corporate India’ (2013) 2 Prastuti: Journal of Management & Research 40.

[10] of India (n 1).

[11] Vidyam Shukla, ‘Section 3 of the Companies Act, 2013: Formation of Company’ (2022) 4 Issue 4 Indian Journal of Law and Legal Research 1.

[12] Bl Manjunatha Dum Rao, ‘The Legal Protection of Public and Private Plant Varieties in India: A Comparative Analysis’ (2013) 04 Journal of Bioremediation & Biodegradation 

[13] Sonam Kumari, ‘The Registration of Firm: Optional or Obligatory’ (2023) 3 Indian Journal of Integrated Research in Law 1.