A private limited company is the structure investors fund, lenders trust and large customers onboard — and a legal person with a compliance life of its own from day one. This page covers the decision and the mechanics: whether Pvt Ltd fits, what SPICe+ actually needs, real timelines, the first-year obligations, and the traps that cause resubmissions.
| Governing law | Companies Act, 2013 + Incorporation Rules; filed on MCA (SPICe+) |
|---|---|
| Minimum people | 2 shareholders, 2 directors (can be the same two); at least one resident director |
| Minimum capital | None — sized to need; stamp duty scales with it |
| Timeline | Documents 1–3 days; MCA approval commonly ~1 week for clean files |
| Output | COI with CIN + PAN + TAN; then INC-20A within 180 days |
| Annual commitment | Statutory audit, AOC-4, MGT-7, DIR-3 KYC — regardless of turnover |
| Pvt Ltd | LLP | OPC | |
|---|---|---|---|
| Equity fundraising | Built for it | Not by shares | Convert first |
| Audit from day one | Yes | Only past thresholds | Yes |
| Annual ROC load | Full | Two forms + ITR | Full (some relaxations) |
| Best for | Startups raising; scale businesses | Professional/services firms | Solo founders |
The full comparison with tax angles: LLP vs Private Limited · all-entity comparison.
60-second fit check: Pvt Ltd, LLP or OPC?
Four answers, an honest indication — the same first-pass logic our entity-fit memo starts from. Nothing stored.
Freshness rules and the resubmission traps, item-wise: the incorporation documents guide · name-clearance strategy: why names get rejected.
The certificate starts the clock: INC-20A (180 days), first auditor (30 days), share certificates (60 days), registers from day one, then the annual AOC-4/MGT-7 cycle and director KYC. The complete map, with penalties for each miss: the first-year compliance guide.
How much does it cost to register a private limited company?
Government charges vary with authorised capital and state stamp duty; small-capital incorporations attract concessional MCA fees, while stamp duty differs by state. Professional charges are scoped in writing — beware bundled "₹X all-inclusive" quotes that surprise you at stamp-duty time.
How many days does incorporation actually take?
Preparation is 1–3 days with documents ready; MCA approval commonly follows within about a week for clean files, longer with resubmissions or name issues. Zero-resubmission filing is the only timeline lever you control.
Can one person start a private limited company?
A private limited needs two shareholders and two directors (the same two people can be both). A solo founder chooses an OPC — or brings a nominee-scale second holder into a private limited deliberately, not accidentally.
Is there a minimum capital requirement?
No statutory minimum. Size capital to real needs — stamp duty scales with it, and it can be raised later through a documented allotment.
Can my home be the registered office?
Yes, with the owner’s NOC and a recent utility bill. It can be shifted later by filing.
Do I need to be present physically anywhere?
No — the process is fully online with DSC/Aadhaar-based signatures. Documents must be genuine; presence is not the test, authenticity is.
What is a DSC and who needs it?
A digital signature certificate — subscribers and directors signing the forms need one. Applying for DSCs on day one is the cheapest schedule protection available.
What comes in the incorporation kit?
Certificate of incorporation with CIN, PAN and TAN — typically together. Bank account, INC-20A, auditor appointment and registers follow immediately after.
What is INC-20A and why does it matter?
The commencement-of-business declaration, due within 180 days of incorporation after subscription money arrives. Skipping it invites penalties and eventual strike-off — it is the first landmine of company life.
NRI or foreign shareholders — possible at incorporation?
Yes, with at least one resident director and notarised/apostilled documents for foreign signatories; FDI reporting (FC-GPR) follows the money. Build extra days for legalisation.
Pvt Ltd, LLP or OPC — how do I decide?
Funding plans decide most cases: investors need a company. Services firms without equity-raising plans often fit LLPs; solo founders fit OPCs. Our entity-comparison guide (linked above) runs the trade-offs honestly.
What annual compliance am I signing up for?
Audit regardless of size, AOC-4 and MGT-7 annually, DIR-3 KYC for directors, event filings when things change — realistically a recurring annual cost. The first-year guide linked above maps every item.
Can I convert my proprietorship into a private limited?
Yes — by incorporating and moving the business with documented succession. Conversion timing is a tax-and-practicality question worth a short memo first.
Why do incorporation applications get resubmission remarks?
Stale address proofs, name-spelling mismatches with PAN, NOC defects, object clauses contradicting the name — the documents guide linked above lists the traps with fixes.
Is the company name mine forever once approved?
It is yours while the company lives and files; trademark protection is a separate regime worth pursuing in parallel — name approval does not stop a TM owner objecting.
Share your structure plans and premises situation; the route, documents, costs and first-year calendar are set out in writing before filing. Existing applications are diagnosed from the SRN record.
ROC ComplianceFounder AgreementsRequest a Scope DiscussionEducational summary as on 7 August 2026; requirements, fees and timelines change — verify current positions or discuss your case before acting. No registration, approval or outcome is, or can be, assured by any professional.
Incorporation is the start line, not the finish — INC-20A, the first auditor, registers, and the annual ROC cycle all have clocks. This guide maps the whole first year:
After Company Registration: First-Year Compliance Checklist →| Compliance | Due | Note |
|---|---|---|
| DPT-3 (deposits/loans return) | 30 June (annual) | Covers director loans and advances |
| DIR-3 KYC | 30 September | Now triennial for unchanged particulars |
| AGM (other than first) | 30 September | First AGM: 9 months from first FY end |
| AOC-4 / MGT-7 | 30 / 60 days from AGM | Rs 100 per day per form if late |
| MSME Form 1 | 30 April / 31 October | If MSE dues pending beyond 45 days |
| CCFS-2026 amnesty | Till 31 August 2026 | 90% additional-fee waiver + immunity |
Dates as generally applicable on 15 July 2026; extensions/notifications can change them — confirm current dates before relying.
Structure decided; names cleared properly.
Documents, MoA/AoA, declarations prepared.
SPICe+ submitted; remarks answered fast.
COI/PAN/TAN; INC-20A, auditor, registers done.
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