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How to Incorporate a Private Limited Company (Pvt Ltd) in India [2025] — Step‑by‑Step Guide

Learn the 2025 step‑by‑step process to register a Private Limited Company in India via SPICe+. Docs, fees, timelines, and post‑incorporation tasks.

Author: Multibazaar (India’s most trusted fintech brand)

9/4/20255 min read

TL;DR (At‑a‑glance)

  • Incorporation in India happens online on the MCA V3 portal using SPICe+ (Part A for name; Part B for incorporation & allied registrations).

  • Linked forms: e‑MoA (INC‑33), e‑AoA (INC‑34), AGILE‑PRO‑S (INC‑35), and INC‑9 (auto‑generated declaration).

  • You receive CIN + PAN + TAN in one shot; bank account, EPFO/ESIC, and (if applicable) GSTIN are applied through AGILE‑PRO‑S.

  • Key post‑incorporation: first Board meeting (≤30 days), appoint auditor (≤30 days) and file ADT‑1 (≤15 days of appointment), file INC‑20A (≤180 days), issue share certificates (≤60 days), maintain statutory registers.

Who should choose a Pvt Ltd company?

Pick a Pvt Ltd when you need limited liability, the ability to raise equity, ESOPs, a credible corporate image, and national scalability. Minimum 2 directors and 2 shareholders; can be the same persons (one person can be both a director and a shareholder), but at least one director must be resident in India.

Pre‑Incorporation Decisions & Checklist

Decide:

  1. Name: unique, brand‑safe, and compliant with MCA naming rules.

  2. Registered office: proof (recent utility bill ≤2 months) + owner NOC (if rented/shared).

  3. Capital: authorised and paid‑up (affects stamp duty/fees).

  4. Directors & shareholders: IDs, addresses, nationality; share split.

  5. Objects: the main division (NIC code) for your business.

Gather documents:

  • For directors/subscribers: PAN (or passport for NRIs), Aadhaar/passport/other government ID, recent address proof (DL, bank statement, utility bill).

  • Photographs (passport‑sized) if required by bank/KYC.

  • Registered office proofs: utility bill + NOC; rent/lease deed or ownership proof.

  • Drafts for MoA & AoA (can use e‑formats during filing).

  • Digital Signature Certificates (DSC) for all subscribers/first directors signing the forms.

Note: DIN for the first directors is allotted inside SPICe+ Part B—no separate DIN application needed.

Step‑by‑Step: Online Incorporation on MCA (SPICe+)

1) Create/Log in to your MCA account

Use your MCA V3 login. Keep every promoter’s email and phone handy for OTPs.

2) Reserve name — two ways

  • SPICe+ Part A (recommended): Reserve the proposed name and, in the same workflow, proceed to incorporation.

  • RUN (Reserve Unique Name) — optional: A standalone service largely used for pre‑incorporation name hold or change of name of existing entities. If you’re ready to incorporate now, use Part A directly.

Tips for name approval

  • Avoid names identical/deceptively similar to existing companies/LLPs or registered trademarks.

  • Add precise activity words and mandatory suffix (e.g., “Private Limited”).

  • Keep supporting docs ready (NOC/sector approvals, if a restricted word is used).

3) Fill SPICe+ Part B (core incorporation data)

Enter:

  • Registered office address + email of the company.

  • Capital structure, number of shares, subscribers’ details.

  • First directors’ particulars (DIN will be allotted through this form).

  • Main business division (NIC code) + brief objects.

4) Attach linked forms

  • e‑MoA (INC‑33) and e‑AoA (INC‑34) — choose standard tables or attach customized clauses.

  • INC‑9 (Declaration by subscribers/first directors) — auto‑generated for e‑signing.

  • AGILE‑PRO‑S (INC‑35) — bundled registrations:

    • PAN & TAN (auto‑allotted in the Certificate of Incorporation pack)

    • EPFO & ESIC (mandatory)

    • Bank account (through partner banks)

    • GSTIN (optional/if applicable)

    • Professional Tax (PT) registration (mandatory for Maharashtra)

5) Pre‑scrutiny → Download PDF → Affix DSC → Upload & Pay

  • Run webform validations/pre‑scrutiny.

  • Download the generated PDFs, affix DSCs of subscribers/professional certifier, and upload.

  • Pay RoC filing fees + stamp duty (varies by state and authorised capital).

6) Approval & Outputs

On approval, you receive:

  • Certificate of Incorporation (COI) with CIN, PAN, TAN

  • Name approval letter (if reserved via Part A)

  • Intimations for ancillary registrations (GSTIN, EPFO, ESIC, bank account, PT as applicable)

Post‑Incorporation Compliance (Day 1 → Day 180)

Within 30 days

  • Hold the 1st Board Meeting (Section 173).

  • Appoint the first statutory auditor (Section 139(6)).

  • From July 14, 2025, file ADT‑1 within 15 days of auditor appointment (Board or Members).

  • Approve share allotment, open/activate the current bank account (if not opened via AGILE‑PRO‑S), and pass routine opening resolutions.

Within 60 days

  • Issue share certificates to subscribers; pay stamp duty on share certificates as per the state schedule.

Within 180 days

  • File INC‑20A (Declaration for Commencement of Business) after subscribers’ capital is credited to the company bank account. (Companies without share capital are exempt.)

Ongoing in Year 1

  • Maintain statutory registers (members, shares, directors, charges, etc.).

  • Put up name board at registered office and print stationery with CIN, registered office address, email, and website.

  • Obtain Shop & Establishment registration (state‑specific).

  • Evaluate GST registration (mandatory if turnover crosses the threshold or for certain interstate supplies).

  • Create EPFO/ESIC credentials and complete KYC.

  • Directors to file MBP‑1 (disclosure of interest) and DIR‑8 (non‑disqualification) at the first Board meeting and annually.

  • If not a small company, prepare for mandatory dematerialisation of securities (see below).

Dematerialisation (Demat) — Important for Private Companies

  • Private companies other than “small companies” must dematerialise their existing securities and issue/transfer only in demat form.

  • As of 2025, the compliance deadline has been extended to June 30, 2025 for most private companies that were earlier due by September 30, 2024.

  • Practical steps: obtain ISIN, onboard with a Depository Participant (DP), edit AoA if needed, and send demat intimation to all holders.

Tip: Even small companies should plan for demat early; investors and banks increasingly prefer dematerialised cap tables.

Typical Costs & Timelines (Indicative)

  • Government fees & stamp duty: depend on authorised capital and state of registered office.

  • Professional fees: vary by drafting complexity (custom MoA/AoA, sector approvals, multi‑state registrations).

  • Turnaround: if documents are clean, many incorporations complete within a few working days; resubmissions can add time.

Note: Fee schedules and processing times change; always check the latest MCA updates and state stamp duty charts.

Common Pitfalls (and how to avoid them)

  • Name rejections due to trademarks or prohibited words → Run MCA + TM search; attach NOC/sector approvals where needed.

  • Wrong objects/NIC code → Keep objects focused; avoid overly wide/regulated activities without approvals.

  • Office proof older than 2 months or missing owner NOC → Update scans; attach signed NOC on letterhead.

  • Missed ADT‑1/INC‑20A → Calendar these immediately; link to Board action items.

  • Skipping demat readiness → Start ISIN/DP onboarding early if you’re not a small company.

FAQs

1) Can both directors be non‑residents?
No. At least one director must be resident in India (≥182 days in the previous calendar year).

2) Can I use a co‑working address?
Yes, with proper NOC and valid utility bill; some cities/banks may ask for additional evidence of occupancy.

3) Do I need GST to incorporate?
No. GSTIN is optional at incorporation; apply if your supplies/thresholds require it. You can also apply through AGILE‑PRO‑S for convenience.

4) What if I don’t file INC‑20A in time?
Late fees and penalties apply; the RoC can also strike off a non‑compliant company. File within 180 days.

5) Can I change the company name later?
Yes, via RUN (for existing companies) plus board/shareholder approvals and form filings.

Ready‑to‑Use Checklists

Document Checklist (Subscribers/Directors)

  • PAN / Passport

  • Govt photo ID (Aadhaar/Passport/DL)

  • Address proof (Bank statement/Utility bill ≤2 months)

  • Email & mobile

  • Latest photographs

Registered Office Checklist

  • Latest utility bill (≤2 months)

  • NOC from owner

  • Rent/lease deed or ownership document

Post‑Incorp Board Agenda (Sample)

  • Take note of COI, PAN, TAN, bank letter

  • Approve common seal (if any)

  • Open/activate current account & set signatories

  • Allot shares & approve share certificates

  • Appoint first statutory auditor; authorise ADT‑1 filing

  • Take MBP‑1/DIR‑8 on record

  • Authorise INC‑20A filing

  • Authorise registration for GST/Shop & Establishment/Other local licences (as applicable)

About Multibazaar (Your Compliance Partner)

Muktibazaar is India’s most trusted fintech brand offering doorstep documentation and digital compliance services. We manage end‑to‑end Pvt Ltd incorporation, name approval, MoA/AoA drafting, SPICe+ filing, bank account setup, GST/EPFO/ESIC, ADT‑1/INC‑20A, and demat onboarding—so you can launch faster and stay compliant.

Need help registering your Pvt Ltd this week? Call or ping us and we’ll get you a fixed‑fee proposal with timelines.

Legal Note

This guide is for general information only and reflects practices commonly followed as of September 2025. Always verify current MCA forms, fees, and state stamp duties before filing.

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