Incorporation of private limited companies under the Companies Act 2013, including drafting of constitutional documents and filings with the Ministry of Corporate Affairs.
Discuss your requirementsA private limited company is a body corporate constituted under the Companies Act 2013, having a separate legal personality distinct from its shareholders and directors. It is the entity of choice for businesses intending to raise equity capital, establish credibility with institutional counterparties or issue employee stock options.
The minimum requirement is two shareholders and two directors, of whom at least one must be resident in India. The company is identified by a Corporate Identification Number (CIN) issued by the Registrar of Companies on incorporation.
LexWiser advises domestic and foreign promoters on incorporation, on the choice of company structure (private limited, OPC, LLP), and on related post-incorporation regulatory requirements including FEMA compliance for foreign investment.
The government charges less than most founders expect; the variation comes from state stamp duty and professional fees. The statutory components:
Ask for an itemised quote separating government charges, stamp duty, digital signatures and professional fees. LexWiser confirms the scope and fees in writing after understanding the proposed company.
Compare how profits will be retained, paid as remuneration or distributed as dividends before choosing a structure. Company tax rates and concessions depend on the applicable tax year and eligibility conditions; registration alone does not qualify a business for a concession. Check the Income Tax Department guidance for domestic companies and obtain advice for your circumstances.
The decision turns on the funding plan, not on set-up cost. Our guides compare the structures in depth: private limited vs LLP vs OPC, and for the startup context, the startup legal guide. Solo founders should read about OPC registration; services firms about LLP registration.
Engagements in this area generally involve some or all of the following work. The actual scope is set out in the engagement letter once the matter is understood.
Discussion of the proposed business, capital structure, directors and shareholding pattern. Advice on whether a private limited company is the appropriate structure.
Filing of name reservation through SPICe+ Part A for a new company, complying with the naming rules under the Companies Act and Rule 8 of the Companies (Incorporation) Rules.
Procurement of DSCs, preparation of MOA and AOA, and assembly of supporting documents from directors and shareholders (identity, address, photograph, declarations).
Electronic filing of SPICe+ Part B and linked forms with the Registrar of Companies, accompanied by the requisite government fees and stamp duty.
Issuance of the Certificate of Incorporation, PAN and TAN by the Registrar on satisfaction of statutory requirements.
The Registrar of Companies typically issues the Certificate of Incorporation within seven to twelve business days of filing, assuming complete documentation and no objection to the proposed name.
At least one director must meet the Indian residency requirement under Section 149(3). Confirm the day-count and incorporation-year requirements before appointing the board, including where promoters live overseas.
There is no statutory minimum paid-up capital. The authorised capital is set by the promoters; government fees and stamp duty scale with the authorised capital.
Inbound investment is permitted under the automatic route in most sectors. Filings under FEMA (Form FC-GPR) follow the issue of shares to non-resident shareholders.
The company must hold its first board meeting within thirty days, appoint an auditor within thirty days, and obtain a commencement of business certificate (Form INC-20A) within 180 days.
Yes. A foreign national may be appointed as a director, subject to the statutory requirement that at least one director on the board is resident in India.
A private limited company is governed by the Companies Act 2013 and is the structure typically chosen by businesses intending to raise external equity. An LLP is governed by the LLP Act 2008 and is generally chosen for professional service firms or businesses where the partners do not contemplate external investment.
A correspondence address is sufficient at the time of incorporation. A registered office must be intimated to the Registrar of Companies within thirty days of incorporation, supported by ownership or rental documents and a no-objection certificate where applicable.
Annual filings with the Registrar of Companies (Forms MGT-7 and AOC-4), holding of an annual general meeting, maintenance of statutory registers, statutory audit, and income tax filings. The practice can advise on or coordinate these on an ongoing basis.
Yes. A name change requires a special resolution of shareholders, approval from the Registrar of Companies and amendment of the Memorandum of Association.
Less than most founders expect on the government side. For companies with authorised capital up to Rs. 15 lakh, which covers almost every new business, the MCA incorporation filing fee is nil. What remains is the SPICe+ Part A name reservation fee of Rs. 1,000, stamp duty that varies by state, digital signature certificates at market rates, and professional fees for preparing and filing the documents. The total depends on the state, capital, number of directors and work required. Ask for an itemised quote before committing.
For each director and shareholder: PAN, identity proof (Aadhaar, passport, voter ID or driving licence), a recent address proof such as a bank statement or utility bill, and a passport-size photograph. For the registered office: a utility bill for the premises together with a no-objection letter from the owner, or the rent agreement where the office is rented. Foreign nationals provide a passport and, where documents are executed abroad, notarisation or apostille as applicable.
Typically seven to twelve business days from filing to Certificate of Incorporation, assuming clean documentation and no objection to the proposed name. The name approval stage is the most common source of delay, which is why checking the proposed name against existing companies and trademarks before filing saves time.
No. The requirement of a minimum paid-up capital was removed from the Companies Act 2013 in 2015. The promoters set the authorised capital themselves; many startups incorporate with an authorised capital of Rs. 1 lakh or Rs. 10 lakh. Government fees and stamp duty scale with the authorised capital chosen.
A private limited company requires a minimum of two shareholders and two directors. A sole promoter who wants limited liability without a co-founder can incorporate a One Person Company instead, which is a class of private company with a single member, and convert it to a full private limited company later when co-founders or investors join.
The Corporate Identification Number is the 21-character alphanumeric identity issued to every company by the Registrar of Companies on incorporation. It encodes the listing status, industry code, state, year of incorporation and registration number, and it must be printed on the company’s letterheads, invoices and official correspondence.
Not automatically. GST registration is required once aggregate turnover crosses the prescribed threshold, or immediately where the business makes inter-state taxable supplies, sells through e-commerce operators, or falls into other compulsory categories. Many companies register voluntarily earlier to claim input tax credit and to satisfy vendor onboarding requirements.
Yes, and for most genuine startups it is worth doing. DPIIT recognition is free of government charges, is applied for online, and unlocks benefits including the reduced trademark filing fee, self-certification under certain labour and environment laws, and eligibility to seek startup tax incentives, subject to the applicable law and separate approval.
Discuss your circumstances with Adv. Shubham Kumar at the Delhi practice. Consultations are available remotely for Indian law matters.
Content updated 5 October 2026. General information; advice depends on the facts and applicable law.
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