Private Limited Company Registration in India

Companies Act 2013 (as amended) — Primary legislation governing company formation, management, and dissolution in India. Administered by the Ministry of Corporate Affairs (MCA).

Section 2(68) — Definition of Private Company: A private company means a company having a minimum paid-up share capital as may be prescribed, and which restricts the right to transfer its shares, limits the number of members to 200 (excluding present or former employee-members), and prohibits any invitation to the public to subscribe for any securities.

Section 3 — Formation of Company: A company may be formed for any lawful purpose by seven or more persons (public company), two or more persons (private company), or one person (One Person Company). Each subscriber must sign the Memorandum of Association.

Section 4 — Memorandum of Association: The MOA must state: (a) name of the company with "Private Limited" as the last words, (b) State where registered office will be situated, (c) objects of the company, (d) liability clause, and (e) capital clause. The MOA is the company's charter — it defines the company's relationship with the outside world.

Section 7 — Incorporation of Company: Application for incorporation is filed with the Registrar of Companies (ROC) of the state where the registered office is to be situated, via Form SPICe+ (INC-32). The ROC issues a Certificate of Incorporation (COI) upon satisfaction that all requirements have been complied with. The COI is conclusive evidence that the company is incorporated.

Section 12 — Registered Office: A company must have a registered office within 30 days of incorporation. The registered office address is used for all official correspondence and must be notified to the ROC.

Section 149 — Composition of Board of Directors: Every private company must have a minimum of 2 directors. At least one director must have stayed in India for a total period of not less than 182 days during the immediately preceding calendar year (resident director requirement under Section 149(3)).

Section 153 — Director Identification Number (DIN): Every individual intending to be appointed as director must have a DIN. DIN is allotted via Form DIR-3 (or via SPICe+ for proposed directors at the time of incorporation). A person can hold only one DIN throughout their lifetime.

Companies (Incorporation) Rules 2014: Prescribes the procedure for incorporation, including name availability, SPICe+ filing, and post-incorporation compliance. Rule 38 covers the SPICe+ form and its linked forms (INC-33, INC-34, AGILE-PRO-S).

SPICe+ (MCA General Circular 08/2020): The Simplified Proforma for Incorporating Company Electronically Plus is the current integrated form for company registration. It simultaneously handles incorporation, DIN, PAN, TAN, EPFO, ESIC, and optionally GST registration. AGILE-PRO-S (INC-35) is linked with SPICe+ for bank account opening, GST, EPFO, and ESIC registration.