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Private Limited Company Registration in India
Complete Guide – Process, Documents & Compliance
As per Companies Act, 2013 | Ministry of Corporate Affairs (MCA)
Overview
Key Features
Eligibility
Documents Required
Registration Process
Post-Registration Compliance
FAQs
A Private Limited Company is the most popular business structure in India for startups and growing businesses. It offers limited liability, strong credibility, and easy access to funding.
It is registered under the Companies Act, 2013 and regulated by the Ministry of Corporate Affairs (MCA).
Ideal for startups, investors, IT companies, manufacturing units,
and businesses planning long-term growth.
Key Features of Private Limited Company
- Separate legal entity
- Limited liability of shareholders
- Easy fund-raising from investors
- Perpetual succession
- High credibility with banks & clients
- Ownership transferable through shares
Eligibility & Minimum Requirements
- Minimum 2 Directors (max 15)
- Minimum 2 Shareholders (max 200)
- At least one director must be Resident in India
- No minimum paid-up capital requirement
- Registered office address in India
Mandatory Documents for Registration
| Category | Documents Required |
|---|---|
| Directors & Shareholders |
PAN Card Aadhaar Card / Passport / Voter ID / Driving License Passport-size photograph Email ID & Mobile Number |
| Registered Office |
Electricity / Water / Gas Bill (≤ 2 months) Rent Agreement (if rented) Owner NOC |
| Legal & Digital |
Digital Signature Certificate (DSC) Director Identification Number (DIN) |
Step-by-Step Registration Process
- Obtain DSC for directors
- Apply for DIN
- Name approval (SPICe+ Part A)
- Draft MOA & AOA
- File SPICe+ incorporation form
- Certificate of Incorporation issued by ROC
⏱️ Estimated Timeline: 7–12 working days
Post-Registration Compliances
- Appointment of first auditor (ADT-1)
- Issue of share certificates
- Opening company bank account
- GST registration (if applicable)
- Annual ROC filings (AOC-4 & MGT-7)
- Income Tax Return filing
Frequently Asked Questions (FAQs)
- Is minimum capital required? – No.
- Can a foreigner be a director? – Yes, subject to FEMA rules.
- Is GST mandatory? – Only if turnover exceeds limit.
- Can a private company be converted? – Yes, into Public Company.
- Is audit mandatory? – Yes, every year.
Private Limited Company Registration in India
Complete Guide – Process, Documents & Compliance
As per Companies Act, 2013 | Ministry of Corporate Affairs (MCA)
Overview
Key Features
Eligibility
Documents Required
Registration Process
Post-Registration Compliance
FAQs
A Private Limited Company is the most popular business structure in India for startups and growing businesses. It offers limited liability, strong credibility, and easy access to funding.
It is registered under the Companies Act, 2013 and regulated by the Ministry of Corporate Affairs (MCA).
Ideal for startups, investors, IT companies, manufacturing units,
and businesses planning long-term growth.
Key Features of Private Limited Company
- Separate legal entity
- Limited liability of shareholders
- Easy fund-raising from investors
- Perpetual succession
- High credibility with banks & clients
- Ownership transferable through shares
Eligibility & Minimum Requirements
- Minimum 2 Directors (max 15)
- Minimum 2 Shareholders (max 200)
- At least one director must be Resident in India
- No minimum paid-up capital requirement
- Registered office address in India
Mandatory Documents for Registration
| Category | Documents Required |
|---|---|
| Directors & Shareholders |
PAN Card Aadhaar Card / Passport / Voter ID / Driving License Passport-size photograph Email ID & Mobile Number |
| Registered Office |
Electricity / Water / Gas Bill (≤ 2 months) Rent Agreement (if rented) Owner NOC |
| Legal & Digital |
Digital Signature Certificate (DSC) Director Identification Number (DIN) |
Step-by-Step Registration Process
- Obtain DSC for directors
- Apply for DIN
- Name approval (SPICe+ Part A)
- Draft MOA & AOA
- File SPICe+ incorporation form
- Certificate of Incorporation issued by ROC
⏱️ Estimated Timeline: 7–12 working days
Post-Registration Compliances
- Appointment of first auditor (ADT-1)
- Issue of share certificates
- Opening company bank account
- GST registration (if applicable)
- Annual ROC filings (AOC-4 & MGT-7)
- Income Tax Return filing
Frequently Asked Questions (FAQs)
- Is minimum capital required? – No.
- Can a foreigner be a director? – Yes, subject to FEMA rules.
- Is GST mandatory? – Only if turnover exceeds limit.
- Can a private company be converted? – Yes, into Public Company.
- Is audit mandatory? – Yes, every year.
Business Compliance & Filing Due Dates – India
Statutory Compliance Comparison with Last Dates (Indian Law)
Proprietorship
OPC
LLP
Private Limited
Section 8 Company
Proprietorship – Compliance & Due Dates
| Compliance | Applicability | Due Date |
|---|---|---|
| Appointment of Auditor (ADT-1) | Not Applicable | — |
| Issue of Share Certificates | Not Applicable | — |
| Business Bank Account | Required | At start of business |
| GST Registration | If applicable | Before crossing threshold |
| ROC Filings | Not Applicable | — |
| Income Tax Return (ITR-3 / ITR-4) | Mandatory | 31 July / 31 Oct |
Proprietorship is governed by Income-tax Act, not Companies Act.
One Person Company (OPC)
| Compliance | Applicability | Due Date |
|---|---|---|
| First Auditor (ADT-1) | Mandatory | Within 15 days of incorporation |
| Share Certificates | Mandatory | Within 60 days |
| Company Bank Account | Mandatory | Immediately after incorporation |
| GST Registration | If applicable | Before taxable supply |
| ROC Filing – AOC-4 | Mandatory | Within 180 days |
| ROC Filing – MGT-7A | Mandatory | Within 60 days |
| Income Tax Return (ITR-6) | Mandatory | 31 Oct |
Limited Liability Partnership (LLP)
| Compliance | Applicability | Due Date |
|---|---|---|
| Auditor Appointment | If applicable | Within 30 days |
| Share Certificates | Not Applicable | — |
| LLP Bank Account | Mandatory | Immediately after registration |
| GST Registration | If applicable | Before supply |
| Form 11 (Annual Return) | Mandatory | 30 May |
| Form 8 (Statement of Accounts) | Mandatory | 30 Oct |
| Income Tax Return (ITR-5) | Mandatory | 31 Oct |
Private Limited Company
| Compliance | Applicability | Due Date |
|---|---|---|
| First Auditor (ADT-1) | Mandatory | Within 15 days |
| Share Certificates | Mandatory | Within 60 days |
| Company Bank Account | Mandatory | Immediately after incorporation |
| GST Registration | If applicable | Before supply |
| AOC-4 (Financials) | Mandatory | Within 30 days of AGM |
| MGT-7 (Annual Return) | Mandatory | Within 60 days of AGM |
| Income Tax Return (ITR-6) | Mandatory | 31 Oct |
Section 8 Company (Non-Profit)
| Compliance | Applicability | Due Date |
|---|---|---|
| First Auditor (ADT-1) | Mandatory | Within 15 days |
| Share Certificates | Not Applicable | — |
| Company Bank Account | Mandatory | Immediately after incorporation |
| GST Registration | If applicable | Before taxable activity |
| AOC-4 | Mandatory | Within 30 days of AGM |
| MGT-7 | Mandatory | Within 60 days of AGM |
| Income Tax Return | Mandatory | 31 Oct (Even if Nil) |
Non-compliance may lead to cancellation of Section 8 license.
Business Compliance & Filing Due Dates – India
Statutory Compliance Comparison with Last Dates (Indian Law)
Proprietorship
OPC
LLP
Private Limited
Section 8 Company
Proprietorship – Compliance & Due Dates
| Compliance | Applicability | Due Date |
|---|---|---|
| Appointment of Auditor (ADT-1) | Not Applicable | — |
| Issue of Share Certificates | Not Applicable | — |
| Business Bank Account | Required | At start of business |
| GST Registration | If applicable | Before crossing threshold |
| ROC Filings | Not Applicable | — |
| Income Tax Return (ITR-3 / ITR-4) | Mandatory | 31 July / 31 Oct |
Proprietorship is governed by Income-tax Act, not Companies Act.
One Person Company (OPC)
| Compliance | Applicability | Due Date |
|---|---|---|
| First Auditor (ADT-1) | Mandatory | Within 15 days of incorporation |
| Share Certificates | Mandatory | Within 60 days |
| Company Bank Account | Mandatory | Immediately after incorporation |
| GST Registration | If applicable | Before taxable supply |
| ROC Filing – AOC-4 | Mandatory | Within 180 days |
| ROC Filing – MGT-7A | Mandatory | Within 60 days |
| Income Tax Return (ITR-6) | Mandatory | 31 Oct |
Limited Liability Partnership (LLP)
| Compliance | Applicability | Due Date |
|---|---|---|
| Auditor Appointment | If applicable | Within 30 days |
| Share Certificates | Not Applicable | — |
| LLP Bank Account | Mandatory | Immediately after registration |
| GST Registration | If applicable | Before supply |
| Form 11 (Annual Return) | Mandatory | 30 May |
| Form 8 (Statement of Accounts) | Mandatory | 30 Oct |
| Income Tax Return (ITR-5) | Mandatory | 31 Oct |
Private Limited Company
| Compliance | Applicability | Due Date |
|---|---|---|
| First Auditor (ADT-1) | Mandatory | Within 15 days |
| Share Certificates | Mandatory | Within 60 days |
| Company Bank Account | Mandatory | Immediately after incorporation |
| GST Registration | If applicable | Before supply |
| AOC-4 (Financials) | Mandatory | Within 30 days of AGM |
| MGT-7 (Annual Return) | Mandatory | Within 60 days of AGM |
| Income Tax Return (ITR-6) | Mandatory | 31 Oct |
Section 8 Company (Non-Profit)
| Compliance | Applicability | Due Date |
|---|---|---|
| First Auditor (ADT-1) | Mandatory | Within 15 days |
| Share Certificates | Not Applicable | — |
| Company Bank Account | Mandatory | Immediately after incorporation |
| GST Registration | If applicable | Before taxable activity |
| AOC-4 | Mandatory | Within 30 days of AGM |
| MGT-7 | Mandatory | Within 60 days of AGM |
| Income Tax Return | Mandatory | 31 Oct (Even if Nil) |
Non-compliance may lead to cancellation of Section 8 license.
Business Structure Comparison in India
LLP Formation vs OPC vs Private Limited vs Section 8 vs Proprietorship
Choose the right legal structure for your business based on ownership, liability, compliance, and growth plans.
| Criteria | Proprietorship | OPC | LLP | Private Limited | Section 8 Company |
|---|---|---|---|---|---|
| Legal Status | Not a separate legal entity | Separate legal entity | Separate legal entity | Separate legal entity | Separate legal entity |
| Number of Owners | 1 | 1 (with nominee) | Minimum 2 partners | Minimum 2 shareholders | Minimum 2 members |
| Liability | Unlimited | Limited | Limited | Limited | Limited |
| Minimum Capital | No requirement | No requirement | No requirement | No requirement | No requirement |
| Compliance Level | Very Low | Moderate | Low | High | High |
| Annual Audit | Not mandatory (below limits) | Mandatory | Conditional | Mandatory | Mandatory |
| Fund Raising | Not possible | Limited | Difficult | Easy (VC, Investors) | Donations / Grants only |
| Profit Distribution | Owner only | Owner only | Partners as per agreement | Dividend to shareholders | Not allowed |
| Taxation | As individual slab | Corporate tax | 30% + cess | Corporate tax | Exempt (with 12A/80G) |
| Ideal For | Small traders, freelancers | Solo entrepreneurs | Professionals, SMEs | Startups, scalable businesses | NGOs, charitable organizations |
Quick Guidance:
• Choose Proprietorship for very small or local businesses
• Choose OPC if you are a solo founder wanting limited liability
• Choose LLP for professional or partnership businesses
• Choose Private Limited for startups & growth-oriented companies
• Choose Section 8 for non-profit or charitable activities
• Choose Proprietorship for very small or local businesses
• Choose OPC if you are a solo founder wanting limited liability
• Choose LLP for professional or partnership businesses
• Choose Private Limited for startups & growth-oriented companies
• Choose Section 8 for non-profit or charitable activities
Business Structure Comparison in India
LLP Formation vs OPC vs Private Limited vs Section 8 vs Proprietorship
Choose the right legal structure for your business based on ownership, liability, compliance, and growth plans.
| Criteria | Proprietorship | OPC | LLP | Private Limited | Section 8 Company |
|---|---|---|---|---|---|
| Legal Status | Not a separate legal entity | Separate legal entity | Separate legal entity | Separate legal entity | Separate legal entity |
| Number of Owners | 1 | 1 (with nominee) | Minimum 2 partners | Minimum 2 shareholders | Minimum 2 members |
| Liability | Unlimited | Limited | Limited | Limited | Limited |
| Minimum Capital | No requirement | No requirement | No requirement | No requirement | No requirement |
| Compliance Level | Very Low | Moderate | Low | High | High |
| Annual Audit | Not mandatory (below limits) | Mandatory | Conditional | Mandatory | Mandatory |
| Fund Raising | Not possible | Limited | Difficult | Easy (VC, Investors) | Donations / Grants only |
| Profit Distribution | Owner only | Owner only | Partners as per agreement | Dividend to shareholders | Not allowed |
| Taxation | As individual slab | Corporate tax | 30% + cess | Corporate tax | Exempt (with 12A/80G) |
| Ideal For | Small traders, freelancers | Solo entrepreneurs | Professionals, SMEs | Startups, scalable businesses | NGOs, charitable organizations |
Quick Guidance:
• Choose Proprietorship for very small or local businesses
• Choose OPC if you are a solo founder wanting limited liability
• Choose LLP for professional or partnership businesses
• Choose Private Limited for startups & growth-oriented companies
• Choose Section 8 for non-profit or charitable activities
• Choose Proprietorship for very small or local businesses
• Choose OPC if you are a solo founder wanting limited liability
• Choose LLP for professional or partnership businesses
• Choose Private Limited for startups & growth-oriented companies
• Choose Section 8 for non-profit or charitable activities
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