Whether you're an Indian founder or a foreign company setting up a subsidiary, the Companies Act, 2013 lays out specific statutory conditions you must meet before the Ministry of Corporate Affairs (MCA) approves your application.
This guide walks through eligibility rules, required documents, capital norms, registered office conditions, and the filing process, so you know exactly what to prepare before you start.
Key Takeaways
- Need 2–200 shareholders and 2–15 directors; at least one director must be India-resident
- No minimum paid-up capital, but a valid registered office address is compulsory
- Foreign nationals and NRIs can be directors or shareholders with apostilled or notarised documents
- All incorporation filings run through the SPICe+ form on the MCA portal
Eligibility Requirements: Directors, Shareholders and Capital
Shareholder and Director Numbers
Shareholder rules for a private company under the Companies Act:
- Minimum 2 shareholders under Section 3
- Maximum 200 members under Section 2(68)
- Individuals or corporate entities, Indian or foreign
Director rules:
- Minimum 2 directors, maximum 15 (a special resolution is required to go above 15)
- At least one resident Indian director, meaning they stayed in India for not less than 182 days during the financial year (applied proportionately in the company's first year)
- Every director needs a Director Identification Number (DIN), applied for through SPICe+ Part B
A single person can hold both director and shareholder roles simultaneously. This is common in founder-led startups where one or two people wear both hats.
Disqualification Under Section 164
Directors face disqualification for reasons including:
- Being declared of unsound mind by a competent court
- Undischarged insolvency or pending insolvency proceedings
- Conviction for certain offences (including those involving moral turpitude, subject to the Act)
- Failing to pay called-up share capital for six months
- The company failing to file financial statements or annual returns for 3 continuous financial years (typically resulting in a 5-year bar)
Capital and FDI Reporting
There's no statutory minimum paid-up capital requirement to register a Pvt Ltd company in India. You decide the authorized capital based on your business needs, not a fixed legal floor.
If foreign nationals or foreign entities hold shares, the company must comply with RBI reporting through Form FC-GPR, generally filed within 30 days from the date of share issue. VJM Global's FEMA and FDI advisory practice supports this reporting, along with related filings like FC-TRS and FLA returns, for companies with cross-border shareholding.
Choosing a Valid Company Name
Your company name must clear MCA's naming checks before you can proceed with incorporation.
Naming rules:
- The name must be unique and not identical or too similar to an existing company or registered trademark
- It must end with "Private Limited"
- MCA disregards minor differences like spacing, punctuation, phonetic spelling, or the word "Pvt" itself when checking for duplicates
Reservation process:
- Apply through SPICe+ Part A on the MCA portal
- Once approved, the name stays valid for 20 days
- If MCA rejects your name, you resubmit with alternate options
Prepare two or three backup names before you apply so a clash with an existing company or trademark does not force an extra resubmission cycle.
Documents Required for Directors and Shareholders
For Indian Nationals
- PAN card
- Identity proof (Aadhaar, Voter ID, Passport, or Driving Licence)
- Address proof not older than 2 months (bank statement, utility bill, or Aadhaar)
- Passport-size photograph
For Foreign Nationals and NRIs
Documents require authentication depending on the subscriber's country:
- Commonwealth countries: Notarisation of passport and address proof
- Hague Convention countries: Notarisation plus Hague Apostille
- Other countries: Notarisation plus authentication by an Indian diplomatic or consular officer
Common Requirements for All Directors and Subscribers
Every director and subscriber also needs:
- A valid email ID and mobile number
- A digital signature certificate (DSC) to sign forms on the MCA portal
One consistency rule matters more than people realise: your name, address, and spelling must match exactly across PAN, ID proof, and address proof. Even a minor mismatch, like a middle name appearing on one document but not another, triggers ROC rejection and delays your filing by days or weeks.
Registered Office Address Requirements
Under Section 12 of the Companies Act, 2013, every company must have a physical registered office in India within 30 days of incorporation. This office can be commercial or residential.
Documents needed depend on ownership:
| Office Type | Documents Required |
|---|---|
| Rented | Rent agreement (notarised), NOC (No Objection Certificate) from owner, utility bill not older than 2 months |
| Owned | Ownership proof, utility bill not older than 2 months |
The registered office must be able to receive and acknowledge official communications and notices. MCA can verify the premises physically where required, so the address must genuinely function as a point of contact, not just exist on paper.
Founders without a physical space often ask about virtual offices. VJM Global helps clients identify feasible office arrangements and provides communication address support during incorporation, plus lease-agreement help when a physical premises is needed.
Statutory Filings and Incorporation Documents
Core Incorporation Forms
The Memorandum of Association (MOA) and Articles of Association (AOA) define your company's objectives and internal rules. These are filed electronically as e-MOA (INC-33) and e-AOA (INC-34) through SPICe+ for most companies.
Mandatory declarations:
- DIR-2: Written consent from each director to act, filed within 30 days of appointment
- INC-9: Declaration by subscribers and first directors confirming compliance with the Act
- Professional certification: Confirmation by a practicing CA, CS, or CMA that incorporation complies with statutory requirements
One Filing, Multiple Registrations
SPICe+ bundles several registrations into a single application:
- PAN and TAN
- GST registration (where applied for)
- EPFO and ESIC registration
- Bank account application through AGILE PRO-S
This integration cuts down on separate applications you'd otherwise chase across different departments.
The 180-Day Deadline
Once your company is incorporated, Section 10A requires filing INC-20A (Declaration of Commencement of Business) within 180 days. That filing confirms subscribers have paid for their shares and that registered-office verification under Section 12(2) is complete. Miss this, and the company cannot legally commence business or exercise borrowing powers.
How VJM Global Simplifies Pvt Ltd Registration in India
Incorporation paperwork gets complicated fast, especially when directors are spread across different countries with different document authentication rules.
VJM Global brings 30+ years of tax, audit, and advisory experience to this process, with a team that handles the practical steps founders often find tedious:
- Obtaining digital signatures for directors and shareholders
- Securing DIN allotment
- Reserving the company name with the Registrar of Companies
- Preparing incorporation documents, including MOA and AOA
- Filing with the ROC and responding to any queries raised
- Collecting the Certificate of Incorporation and filing the commencement-of-business declaration
This matters most for foreign companies and NRIs entering India. VJM Global's cross-border work with clients in 100+ countries extends to FEMA and FDI advisory, including FC-GPR reporting for foreign shareholders.
Pairing entity formation with ongoing compliance means founders do not need separate firms for incorporation and post-registration filings.
Frequently Asked Questions
What is the minimum number of directors required to register a Private Limited Company?
You need a minimum of 2 directors, with a maximum of 15 for an ordinary private company. At least one director must be an Indian resident who stayed in India for 182+ days in the financial year.
Can foreign nationals be directors in an Indian Private Limited Company?
Yes. Foreign nationals can serve as directors, provided their documents are properly notarised or apostilled depending on their country. The company still needs at least one resident Indian director.
Is a Digital Signature Certificate (DSC) mandatory for company registration?
Yes, a DSC is mandatory for directors and subscribers to sign SPICe+ forms electronically on the MCA portal. Without it, you cannot complete online submission.
Can a Private Limited Company be registered without a physical office?
A registered office in India is mandatory under Section 12, but it doesn't need to be a dedicated corporate space. Both commercial and residential addresses qualify, provided you can furnish valid ownership or rental proof.
How long does Private Limited Company registration take in India?
Many applications complete within 10-15 working days when documents are accurate and complete. Delays typically stem from name rejections or document mismatches, so double-check details before submitting.
What is the minimum capital required to register a Pvt Ltd company?
There's no statutory minimum paid-up capital requirement. You can set your authorised capital based on what suits your business plan, not a fixed legal floor.
