Private Limited Company,under the Companies Act, 2013.

Since February 2020, every Indian company is incorporated through SPICe+ (Simplified Proforma for Incorporating a Company Electronically Plus), filed on the MCA21 portal. It covers name reservation, incorporation, PAN, TAN, EPFO, ESIC, GST registration, and bank account opening in one workflow.

The forms in the bundle

• SPICe+ Part A
  Name reservation. Two proposed names submitted in priority order; MCA approves one within 1–3 working days.
• SPICe+ Part B
  The incorporation form proper. Carries director details, capital structure, registered office address, subscriber information, and the linked attachments.
• INC-9
  Statutory declaration by every subscriber and first director affirming compliance with the Companies Act provisions.
• INC-33
  The e-Memorandum of Association, generated from the company's chosen object and capital clauses.
• INC-34
  The e-Articles of Association, with sector-appropriate provisions for ESOPs, share transfer, and board procedure.
• AGILE-PRO-S
  Allied registrations — PAN, TAN, EPFO, ESIC, profession tax (where applicable), GST (optional), and bank account opening with a partner bank.

Every form is digitally signed by the directors using their Class 3 DSCs, and the bundle is certified by a practising professional — a Company Secretary, Chartered Accountant, Cost Accountant, or Advocate — who affixes a digital signature and a UDIN (Unique Document Identification Number) generated through the ICSI portal.

Ten to fifteen working days from the date the documents are complete. The pace is driven mostly by MCA processing times at each stage.

1. Days 1–2

   Online filing, payment, and DSC video KYC

   You complete the 12-minute online form, e-sign the engagement letter via Aadhaar, and pay. The DSC video KYC is scheduled with our partner certifying authority — a 15-minute slot via webcam.

2. Days 2–3

   Document upload and validation

   DigiLocker pulls KYC documents where available; you upload office address proof and the NOC. Our team validates each document for MCA acceptability — file format, address match, photograph quality, signature clarity.

3. Days 3–5

   Name reservation filed

   Two proposed names submitted via SPICe+ Part A. We run a real-time MCA database check and a basic trademark check before submission. MCA typically approves within 1–3 working days.

4. Days 5–8

   MoA, AoA, and declarations drafted

   Object clauses tailored to your business; AoA drafted with ESOP-enabling provisions and standard share-transfer mechanics. INC-9 declarations, DIR-2 director consent, MBP-1 disclosure of interest — all generated for e-signature via Aadhaar.

5. Days 8–10

   SPICe+ filed under our hand

   Once the name is approved, the full SPICe+ Part B + AGILE-PRO-S bundle is filed. Bhargav Rajurkar, as Practising Company Secretary, signs the form, generates a UDIN through the ICSI portal, and submits.

6. Days 10–15

   MCA approval and delivery

   MCA processes within 2–5 working days. The Certificate of Incorporation (Form INC-11), MoA, AoA, PAN, and TAN are delivered to your dashboard. Hard copies of the CoI, PAN card, and TAN intimation are couriered to the registered office.

The Certificate of Incorporation (Form INC-11) is not the end of the work — it is the start of the company's statutory life. The first 180 days carry their own filings and resolutions, all bundled into the standard incorporation engagement. Year-on-year compliance from the second year sits with the Annual Compliance Retainer.

Year one calendar

• First board meetingWithin 30 days of incorporation
• Three further board meetingsSpread across the year, ≤120 days apart
• DIR-3 KYC for every directorBefore 30 September
• First AGMWithin 9 months of first FY end
• AOC-4 (financials)Within 30 days of AGM
• MGT-7 (annual return)Within 60 days of AGM
• Income tax return (ITR-6)By 31 October (audit cases)

A Private Limited Company is defined under Section 2(68) of the Companies Act, 2013, as a company that, by its articles, restricts the right to transfer its shares, limits its membership to no more than 200, and prohibits any invitation to the public to subscribe for its securities. From those words flow four properties that, together, define the structure.

Capital sits in two layers. Authorised capital is the ceiling fixed in the MoA — the maximum the company is permitted to issue. Paid-up capital is what is actually issued and paid for. Almost every company is incorporated with paid-up well below authorised, leaving room to issue more shares later without amending the MoA.

Classes of shares

A Pvt Ltd may issue two classes of shares: equity shares (the standard ownership instrument, with voting rights and a residual claim on profits and assets) and preference shares (a hybrid carrying a preferred right to dividends and to capital on winding up, but ordinarily without voting rights). Within equity, the AoA may further authorise differential voting rights, ESOP-issuable shares, sweat equity, and convertible instruments.

Members and limits

A Pvt Ltd has a minimum of two shareholders and a maximum of two hundred. The 200-cap is the structural line between a private and a public company; once it is crossed, the entity must convert to a Public Limited or restrict its membership. Joint holders count as one member, and employees holding ESOP-issued shares are excluded from the count.

Restricted transfer

The Articles ordinarily impose a right of first refusal on existing shareholders, requiring a member proposing to transfer to first offer the shares pro-rata at the same terms. The board may also be empowered to refuse a transfer that would breach a shareholders' agreement or applicable regulation.

• Limited liability

  Shareholders' personal assets are not exposed to company creditors. Liability is capped at the unpaid amount on shares held — for fully paid-up shares, effectively zero. The narrow exceptions are personal guarantees voluntarily given, fraud, and specific statutory liabilities such as those of an officer in default.

• Funding capacity

  Banks lend more readily to companies than to individuals or partnerships. Angels and venture capital almost universally require a Pvt Ltd. Foreign Direct Investment is permitted under the automatic route in most sectors.

• Equity and ESOPs

  A Pvt Ltd can issue different classes of shares and grant employee stock options under Section 62(1)(b) read with the SEBI/MCA framework. The AoA must enable ESOPs (we draft for this by default), and the scheme is approved by special resolution at a general meeting.

• Perpetual succession

  The company outlasts its founders. Shareholders may come and go through transfer, inheritance, or buy-out; directors may be replaced through DIR-12 filings. The company itself, its CIN, its bank accounts, its contracts, and its property continue uninterrupted.

• Tax planning

  A Pvt Ltd has access to the corporate tax structure under the Income-tax Act, with concessional rates available to companies that meet the eligibility conditions. Dividends are taxed in the shareholder's hands. Specific rates and elections sit with your CA — we do not file taxes.

• Credibility

  Corporate customers, government tenders, and large vendors prefer to contract with a registered company. The CIN, the audited financials, and the public ROC record together form a layer of accountability an unincorporated business cannot offer.

And the trade-offs, honestly

• Higher annual compliance

  Annual filings (AOC-4, MGT-7), DIR-3 KYC for every director, statutory audit regardless of revenue, minimum four board meetings, AGM within nine months of FY end, statutory registers maintained continuously. Annual compliance cost typically ₹15,000–22,000 per year — about ₹4,000–7,000 more than an LLP.

• Mandatory statutory audit

  A Pvt Ltd must have its accounts audited every year by a Chartered Accountant in practice. There is no turnover threshold below which audit is excused — unlike LLP, where audit kicks in only above ₹40 lakh turnover or ₹25 lakh capital.

• Public disclosure

  Audited financials, the annual return, charge filings, and director changes are filed with the Registrar and become publicly viewable on the MCA portal.

• 200-shareholder cap

  A Pvt Ltd cannot have more than 200 shareholders. Companies expecting to outgrow this — broad employee shareholding, retail crowdfunding, public listing — must convert to Public Limited at that point.

Every Pvt Ltd must observe a recurring cycle of filings, meetings, and disclosures regardless of size, revenue, or activity.

• AOC-4

  Section 137
  Within 30 days of AGM
  Annual filing of audited financial statements — balance sheet, profit-and-loss, cash-flow statement, board's report, auditor's report.
• MGT-7 / MGT-7A

  Section 92
  Within 60 days of AGM
  Annual return capturing shareholding, directors, indebtedness, share transfers, and related-party transactions as at the AGM date. MGT-7A applies to small companies and OPCs.
• DIR-3 KYC
  By 30 September each year
  Annual KYC for every director with an active DIN. Failure to file deactivates the DIN; reactivation costs ₹5,000.
• Annual General Meeting

  Section 96
  Within 9 months of FY end
  First AGM may be held up to 9 months after the first FY end; subsequent AGMs must be within 6 months of FY end and not more than 15 months after the previous AGM.
• Board meetings

  Section 173
  Minimum 4 per year
  Maximum gap of 120 days between consecutive meetings. Small companies and OPCs may hold a minimum of 2 meetings, one in each half of the year.
• Statutory audit
  Annually, within FY
  Mandatory regardless of revenue. Auditor appointed at the first AGM by an ordinary resolution, for a term of five financial years.
• Income tax return (ITR-6)
  By 31 October (audit cases)
  Corporate income tax return. Tax audit applies if turnover exceeds ₹1 crore (₹10 crore if cash transactions are below 5%).
• Statutory registers
  Continuously
  Members, Directors and KMP, Charges, Loans/Investments, Debentures — maintained at the registered office.

The name

The proposed name must end with the words "Private Limited" and must not be identical or too similar to an existing company, an LLP, or a registered trademark in the relevant class (Rule 8 of the Companies (Incorporation) Rules, 2014). It must not contain restricted words — Bank, NBFC, Insurance, Mutual Fund, Stock Exchange, Government, or any word implying connection to the State or to a regulatory authority — without prior approval from the relevant regulator.

The name should also align with the principal objects in the MoA; a name suggesting financial services for a company whose objects are software development invites rejection. We submit two names in priority order via SPICe+ Part A; one free resubmission is available if both are rejected.

The registered office

Every Pvt Ltd must have a registered office in India. The address is filed via Form INC-22 within 30 days of incorporation if not provided at the time of filing. The premises may be commercial, residential, or a virtual office service; a residential address requires a No-Objection Certificate from the owner, and a rented address requires both an NOC and the rental agreement.

A utility bill (electricity, telephone, water, mobile, or gas) issued within the last two months in the owner's name is filed as address proof. The company must display its name, registered office address, and Corporate Identity Number outside every place of business (Section 12) and on every official document, letterhead, and invoice.