A Private Limited Company remains the most commonly recommended structure for founders building a scalable, fundable, multi-line business in India. This guide walks through why, how incorporation actually works under the current SPICe+ process, and — the part most guides skip — exactly what compliance obligations follow once the Certificate of Incorporation is in hand.
Why incorporate as a Private Limited Company
- Limited liability protection. Shareholders' personal assets are protected; liability is capped at the amount of shares held, keeping personal wealth separate from business risk.
- Separate legal identity. The company is a distinct legal person, capable of owning property, entering contracts, and suing or being sued in its own name — independent of its members.
- Perpetual succession. The company continues to exist regardless of changes in membership, or the death, insolvency, or retirement of any director or shareholder.
- Ease of raising capital. A Pvt. Ltd. can raise equity from investors, access bank credit, apply for government schemes, and participate in tenders — routes generally unavailable to unregistered entities.
Which businesses suit this structure
Almost any revenue-generating business can incorporate — but a few sectors carry extra licensing on top of the standard company registration.
| Business vertical | Nature of business | Special note |
|---|---|---|
| Real Estate | Purchase, development, sale & leasing of properties | RERA may apply |
| Hospitality | Hotels, restaurants, resorts, catering services | FSSAI, liquor, tourism |
| Education | Schools, coaching, skill training, e-learning | Trust/Society for schools |
| Healthcare | Clinics, diagnostics, pharmacy, wellness | Clinical & drug licenses |
| Trading | Import, export, wholesale, retail | IEC if applicable |
| Manufacturing | Production of goods across sectors | Factory & pollution licenses |
| Govt. Supply & Works | Government tenders, contracts, public works | Contractor reg. + GST |
| Consultancy & Services | Management, IT, financial, legal consulting | No special license |
Choosing the right structure
The right structure trades off compliance effort against liability protection and fundraising power.
| Feature | Private Limited Company | LLP | Partnership / Proprietorship |
|---|---|---|---|
| Governing law | Companies Act, 2013 | LLP Act, 2008 | Indian Partnership Act, 1932 |
| Min. members | 2 directors, 2 shareholders | 2 designated partners | 2 partners |
| Max. members | 200 shareholders | No limit | 100 partners |
| Separate legal entity | Yes | Yes | No |
| Liability | Limited to shares | Limited to contribution | Unlimited |
| Foreign investment | Auto route | Auto route | Not allowed |
| Statutory audit | Mandatory | Above ₹40L turnover | Tax audit only |
| Fundraising | Equity + debt | Debt only | Limited |
| Compliance load | High | Moderate | Low |
The 9-step SPICe+ incorporation process
Everything now routes through one integrated form — SPICe+ — which bundles name approval, DIN, PAN, TAN, GST, EPFO/ESIC, and your bank account into a single filing.
Obtain Digital Signature Certificate (DSC)
Every proposed director needs a Class 3 DSC — PAN, Aadhaar, a photo, and an Aadhaar-linked email for OTP issuance.
Apply for Director Identification Number (DIN)
Now built into the SPICe+ form itself — no separate DIR-3 filing needed for new directors.
Reserve a name via RUN
Propose up to 2 names through the MCA portal; the name must comply with the Companies (Incorporation) Rules, 2014.
File SPICe+ Form INC-32 (Parts A & B)
Part A reserves the name; Part B bundles DIN, incorporation, PAN, TAN, and EPFO/ESIC/GST registration via AGILE-PRO.
Draft the MOA and AOA
The MOA sets out what the company can do; the AOA sets its internal rules. For multi-venture plans, write the objects clause broadly upfront.
File AGILE-PRO (INC-35)
Registers GSTIN, EPFO, ESIC, Professional Tax (in applicable states), and opens the company's bank account — all together.
Pay stamp duty & registration fees
Charged on the MOA, AOA, and filing, varying by state and the authorised share capital chosen.
Certificate of Incorporation (COI) is issued
Once the Registrar of Companies verifies everything, you receive the COI along with your CIN, PAN, and TAN.
File Commencement of Business (INC-20A)
Due within 180 days of incorporation, and only after the subscribed share capital is actually credited to the company's bank account.
Documents to keep ready
For Directors & Shareholders
- PAN card (self-certified)
- Aadhaar card (for DSC/DIN OTP)
- Identity proof — Voter ID / Passport / DL
- Address proof, under 2 months old
- Passport-size photograph
- Active email & mobile number
- Educational qualification
- Specimen signature
- Proposed shareholding pattern
- 6 months' bank statements
- Foreign nationals: notarised & apostilled passport
For Registered Office & Drafting
- Notarised lease/rent agreement (if rented)
- NOC from the owner/landlord
- Utility bill, under 2 months old
- Sale deed or property tax receipt (if owned)
- Co-working NOC, if using a shared office
- MOA with a comprehensive objects clause
- Articles of Association (AOA)
- Subscription sheet for MOA & AOA
The compliance calendar
Incorporation is day one, not the finish line. Here's what needs to happen — and when.
One-time, immediately after incorporation
| Compliance | What it involves | Deadline |
|---|---|---|
| Auditor appointment — ADT-1 | Board appoints the first statutory auditor (5-year tenure) | 30 days |
| First Board Meeting | Auditor appointment, director disclosures (MBP-1), office confirmation | 30 days |
| Bank account & capital deposit | Open current account, credit subscribed share capital | Immediately after COI |
| Commencement of Business — INC-20A | Declaration that capital is deposited | 180 days |
| GST Registration | Mandatory above ₹20L turnover (₹10L in NE states) | Before taxable supply |
| PF / ESI Registration | PF if 20+ employees, ESI if 10+ employees | Before first payroll |
| Professional Tax (Assam) | Employer registration, deduct & deposit from salaries | Before first salary |
| Udyam (MSME) Registration | Unlocks priority lending, CGTMSE loans, GeM access | As soon as operational |
Monthly
| Compliance | Detail | Due |
|---|---|---|
| TDS Deposit | On salary, rent, professional fees, contractor payments | 7th of following month |
| GSTR-3B | Summary return — monthly above ₹5cr turnover, quarterly (QRMP) below | 20th of following month |
| GSTR-1 | Outward supply / sales invoices | 11th of following month |
| PF / ESI Deposit | Employee + employer contributions | 15th of following month |
| Professional Tax Deposit | Employer & employee PT | State-notified date |
Quarterly
| Compliance | Detail | Due |
|---|---|---|
| Board Meetings | Minimum 4/year, max 120-day gap between meetings | Every quarter |
| TDS Returns — 24Q / 26Q | Salary and non-salary TDS filings | 31 Jul / 31 Oct / 31 Jan / 31 May |
| Advance Tax | If liability exceeds ₹10,000/year | Jun 15, Sep 15, Dec 15, Mar 15 |
Annual (AGM assumed 30 September)
| Compliance | Detail | Due |
|---|---|---|
| Director disclosure — MBP-1 | Interest in other entities, filed at first FY board meeting | April |
| Deposits return — DPT-3 | Nil return mandatory even without deposits | 30 June |
| Statutory Audit | Accounts audited before the AGM | By 30 Sep |
| AGM | First AGM within 9 months of FY end; after that, by 30 Sep | 30 September |
| Director KYC — DIR-3 KYC | Annual KYC for every active DIN | 30 September |
| Financials — AOC-4 | Audited balance sheet, P&L, reports filed with ROC | 29 October |
| ITR-6 | Company return + tax audit if turnover > ₹1cr | 31 Oct (30 Nov if transfer pricing) |
| Annual Return — MGT-7 / 7A | Shareholding, directors, KMPs, charges | 29 November |
| GST Annual Return — GSTR-9 | GSTR-9C also if turnover > ₹5cr | 31 December |
Ongoing, throughout the year
| Compliance | Detail |
|---|---|
| Statutory registers | Members, directors, charges, loans, related-party transactions — kept at the registered office |
| Meeting minutes | Recorded and signed within 30 days of every board/general meeting |
Event-based filings
Beyond the fixed calendar, certain business events trigger their own filing deadlines.
| Event | Form | Time limit |
|---|---|---|
| Change in registered office | INC-22 | 15 days |
| Change in directors/KMP | DIR-12 | 30 days |
| Increase in authorised capital | SH-7 | 30 days |
| Filing of resolutions | MGT-14 | 30 days |
| Allotment of shares | PAS-3 | 15 days |
| Creation/satisfaction of charge | CHG-1 / CHG-4 | 30 days |
| Change in company name | INC-24 | After special resolution |
| Conversion Pvt. ↔ Public | INC-27 | 15 days of resolution |
| Related party transactions | AOC-2 | With Directors' Report |
| Appointment of MD/WTD | MR-1 | 60 days |
| Buy-back of shares | SH-11 | 30 days of completion |
| Strike off / dissolution | STK-2 | If dormant 2+ years |