Private Limited Company,everything you need to know.

Every Indian company is now started through one online form called SPICe+, filed with the Ministry of Corporate Affairs. It handles everything in one go: reserving the name, forming the company, and getting your tax IDs.

What the form actually does

• SPICe+ Part A
  Reserves your company name. You give two name choices in order of preference. The Ministry approves one within 1–3 working days.
• SPICe+ Part B
  The main form. Carries director details, share structure, registered office address, and shareholder details.
• INC-9
  A declaration where every shareholder and director confirms they meet the legal conditions to start a company.
• INC-33
  The Memorandum of Association — the document that names the company and lists what it is allowed to do.
• INC-34
  The Articles of Association — the company's internal rulebook for shares, meetings, and decisions.
• AGILE-PRO-S
  Bundled extra registrations — PAN (income tax), TAN (TDS), EPFO and ESIC (needed once you hire), and Profession Tax in states that levy it.

Every form is digitally signed by the directors and certified by a Practising Company Secretary before filing.

Start to finish in about ten working days, including the Ministry's approval window. Most cases land closer to eight.

1. Days 1–2

   Online filing, payment, KYC, and documents

   You complete the online form and pay. A short video KYC is scheduled for each director's digital signature. KYC papers, office address proof, and the No-Objection letter are uploaded and checked.

2. Days 2–4

   Name reservation

   Two proposed names submitted in your order of preference. An availability check is run before filing. The Ministry usually approves within 1–3 working days.

3. Days 4–6

   MoA, AoA, and declarations drafted

   The Memorandum and Articles are drafted around your business — what the company will do, share-transfer rules, and provisions that make later ESOPs straightforward. Director consent and standard declarations are signed online.

4. Days 6–8

   SPICe+ filed with PCS certification

   Once the name is approved, the full SPICe+ Part B bundle is filed, signed by a Practising Company Secretary.

5. Days 8–10

   MCA approval and delivery

   The Ministry processes within 2–5 working days. The Certificate of Incorporation, founding documents, PAN, and TAN are delivered to your dashboard.

The Certificate of Incorporation is not the finish line — it is when the company officially comes alive. The first 180 days have their own short list of filings and meetings. From the second year, regular annual compliance kicks in.

Year one calendar

• First board meetingWithin 30 days of incorporation
• Three more board meetingsSpread across the year, never more than 120 days apart
• Director KYC updateOnce every three years, by 30 September
• First annual shareholder meeting (AGM)Within 9 months of the first year-end
• Annual accounts filing (AOC-4)Within 30 days of the AGM
• Annual return filing (MGT-7)Within 60 days of the AGM
• Company income tax returnBy 31 October each year

Three rules define a Private Limited Company under Indian law:

• You cannot freely sell your shares to anyone you like.
• The company can have no more than 200 owners.
• You cannot invite the general public to invest.

From these three rules come four big benefits — the reason most Indian founders choose this structure.

Your company's capital comes in two forms. Authorised capital is the maximum the company is allowed to issue — set as a ceiling in the founding document. Paid-up capital is what has actually been issued and paid for. Most companies start with paid-up far below the authorised limit. This gives you room to issue more shares later without having to change the founding document.

Types of shares

A Pvt Ltd can issue two types of shares:

• Equity shares — the standard kind. They give voting rights and a share of profits.
• Preference shares — pay dividends first and get their money back first if the company ever closes, but usually do not carry voting rights.

The Articles can also allow special arrangements like shares for employees (ESOPs), shares earned by working in the business (sweat equity), and investments that convert into shares later.

How many owners can you have

Minimum two shareholders, maximum two hundred. Once you cross 200, the company must convert to a Public Limited or stop adding new owners. Two people who jointly hold one batch of shares count as a single owner. Employees who own shares through an ESOP scheme are not counted in the 200.

You decide who can own your company

Shares cannot be sold to outsiders freely. The Articles usually give existing shareholders the first right to buy — at the same price and in proportion to what they already own. The board can also block a transfer if it would break a shareholder agreement or a rule. This is how founders keep control of who joins as a shareholder.

• Your personal assets are safe

  If the company runs into debt, lenders cannot come after your house, car, or savings. You can only lose the money you put into your shares. (Exceptions: if you personally guarantee a loan, commit fraud, or break the law as an officer of the company.)

• Easier to raise money

  Banks lend more readily to companies than to individuals or partnerships. Angel investors and venture capital almost always insist on a Pvt Ltd. Foreign investors can also invest in most sectors without needing government approval.

• Can give shares to employees

  A Pvt Ltd can offer Employee Stock Options (ESOPs) — letting your team earn shares as part of their pay. The rulebook (AoA) is set up for this by default; you just need shareholder approval when you actually run the scheme.

• The company outlives the founders

  Shareholders can leave, sell, or pass away — the company simply continues. Directors can change too. The company name, bank account, contracts, and property all stay in place without disruption.

• Better tax planning options

  A Pvt Ltd pays corporate income tax. Lower rates are available to companies that meet certain conditions. Dividends are taxed in the shareholders' hands. (Tax filings sit with your Chartered Accountant — not handled here.)

• Looks more credible

  Corporate customers, government tenders, and large vendors prefer to work with a registered company. The unique company number, audited accounts, and public records on the government portal together signal accountability that an unregistered business cannot match.

And the honest trade-offs

• More compliance work each year

  Two annual filings, director KYC, an audit, four board meetings, an annual shareholder meeting, and ongoing records to maintain. Yearly compliance costs more to run than an LLP.

• Annual audit is mandatory

  Your accounts must be audited by a Chartered Accountant every year — no matter how small your revenue is. (An LLP only needs an audit if turnover crosses ₹40 lakh or capital crosses ₹25 lakh.)

• Your filings are publicly visible

  Your audited accounts, annual returns, loans, and director changes are filed with the government and become viewable to anyone on the Ministry of Corporate Affairs website.

• Maximum 200 shareholders

  If you plan to give shares to a large workforce, do retail crowdfunding, or list on the stock exchange, you will have to convert to a Public Limited company at that point.

Every Pvt Ltd follows the same yearly routine of filings, meetings, and updates — no matter how big or small the business is. Once you know the calendar, it becomes second nature.

• Annual accounts (Form AOC-4)
  Within 30 days of the annual shareholder meeting
  Filing of the audited accounts for the year — balance sheet, profit-and-loss, cash flow, plus the board's and auditor's reports.
• Annual return (Form MGT-7)
  Within 60 days of the annual shareholder meeting
  A yearly snapshot of who owns the company, who its directors are, any loans taken, and any share transfers during the year.
• Director KYC (DIR-3 KYC)
  Once every three years, by 30 September
  Each director updates their KYC once every three years. Miss it and the director's ID is deactivated; reactivation costs ₹5,000.
• Annual General Meeting (AGM)
  Within 9 months of the year-end
  Your first AGM can be up to 9 months after the first financial year ends. After that, AGMs must happen within 6 months of each year-end and no more than 15 months apart.
• Board meetings
  At least 4 per year
  Directors must meet at least four times a year, with no gap of more than 120 days between meetings.
• Annual audit
  Every year
  Your accounts must be audited by a Chartered Accountant every year — no exception, even if revenue is zero. The auditor is appointed at the first AGM and stays on for five years.
• Income tax return (ITR-6)
  By 31 October (if audited)
  The company's income tax return. A tax audit is needed if revenue crosses ₹1 crore (or ₹10 crore if you do most transactions digitally).
• Company records
  Kept up to date all year
  Registers of shareholders, directors, loans, investments, and debt charges — kept at the registered office and updated as things change.

Picking a name

Your name must end with the words "Private Limited". It cannot be the same as — or too similar to — any existing company, LLP, or trademark in the same industry. Words like Bank, NBFC, Insurance, Mutual Fund, Stock Exchange, or anything suggesting a tie to the government need pre-approval from the relevant regulator.

The name should also match what your company actually does. A name suggesting financial services for a software company will get rejected. Two name choices are submitted in order of preference; if both are rejected, you get one more chance to resubmit.

The registered office

Every Pvt Ltd must have a registered office address in India. The premises can be commercial, residential, or a virtual office. If it's residential, you need a No-Objection Certificate from the owner. If it's rented, you need both the NOC and the rental agreement.

A utility bill (electricity, phone, water, mobile, or gas) issued within the last two months — in the owner's name — is used as proof of the address. Once registered, your company name, office address, and unique company number must be displayed outside every place of business and on every official document, letterhead, and invoice.