Private Limited Company (Pvt Ltd) — Complete Guide for Founders (2025)
Why Pvt Ltd is the most trusted structure in India and how RegistrationMART helps you incorporate one — end-to-end, 7–10 days.
1. What is a Private Limited Company?
A Private Limited Company is a corporate entity formed under Section 2(68) of the Companies Act, 2013. It requires a minimum of 2 members and allows up to 200 members. Shares are not freely transferable and public subscriptions are prohibited.
Pvt Ltd is the preferred structure for startups, funded ventures, and MSMEs seeking credibility and investor-readiness.
2. Key Features of a Pvt Ltd Company
| Feature | Details |
|---|---|
| Minimum Members | 2 directors & 2 shareholders (can be same persons) |
| Maximum Members | 200 shareholders |
| Liability | Limited to share capital |
| Legal Identity | Separate from owners |
| Governing Law | Companies Act, 2013 |
| Capital Requirement | No minimum paid-up capital required |
3. Legal Framework
Pvt Ltd companies are governed by:
- Companies Act, 2013
- Companies (Incorporation) Rules, 2014
- MCA notifications & circulars
- Income Tax Act, 1961 and FEMA (for foreign investment)
4. Eligibility to Register a Pvt Ltd Company
- Minimum 2 directors (at least 1 Indian resident)
- Minimum 2 shareholders
- Directors should be 18+ years
- Registered office address with proof & NOC (if rented)
- NRI/foreigner shareholders allowed (subject to FEMA)
5. Benefits of a Private Limited Company
- Limited Liability — protects personal assets.
- Separate Legal Entity — company owns assets & liabilities.
- Fundraising — preferred by VCs, angels and banks.
- Perpetual Succession — continues despite owner changes.
- Brand Credibility — trusted by clients and corporates.
- Tax Efficiency — eligible for corporate tax benefits and startup incentives.
6. Step-by-Step Pvt Ltd Registration Process (2025)
RegistrationMART typical timeline: 7–10 working days once documents are ready.
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Step 1: Name Reservation (Part A of SPICe+)
Submit two name options; follow MCA naming rules (avoid trademark conflicts).
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Step 2: DSC
Digital Signature Certificates for all proposed directors (we assist to arrange).
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Step 3: Prepare Documents
PAN, Aadhaar, address proof, photos, registered office proof, MOA & AOA drafts.
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Step 4: File SPICe+ (Part B)
Integrated form for incorporation, DIN allotment, PAN & TAN; attach eMOA/eAOA, DIR-2, INC-9, and NOC if required.
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Step 5: Certificate of Incorporation (COI)
ROC issues COI; PAN & TAN are auto-generated. Optionally apply for GST, ESIC, EPFO through AGILE-PRO.
7. Mandatory Documents Checklist
| Document | For |
|---|---|
| PAN & Aadhaar | All directors/shareholders |
| Passport | NRI/Foreign directors/shareholders |
| Utility Bill (latest) | Registered office proof |
| Rent Agreement + NOC | If office is rented |
| Passport-size Photos | All directors/shareholders |
| MOA & AOA | Company constitution |
8. ROC Forms & Timeline
| Form | Purpose |
|---|---|
| SPICe+ | Incorporation, DIN, PAN & TAN |
| AGILE-PRO | GST, ESIC, EPFO registrations (optional) |
| eMOA / eAOA | Company constitution |
| DIR-2 | Director consent & KYC |
| INC-9 | Subscriber declaration |
Typical durations: DSC 1 day, Name reservation 1–2 days, Filing & verification 3–5 days, COI 2–3 days.
9. Post-Incorporation Compliance
- Open company bank account immediately.
- File INC-20A (Commencement of Business) within 180 days.
- Issue share certificates within 60 days.
- Appoint an auditor within 30 days (Form ADT-1).
- Maintain statutory registers and minutes.
- Apply for GST if turnover crosses threshold.
10. Private Limited vs Other Business Structures
| Feature | Pvt Ltd | LLP | OPC | Partnership |
|---|---|---|---|---|
| Legal Entity | ✅ | ✅ | ✅ | ❌ |
| Limited Liability | ✅ | ✅ | ✅ | ❌ |
| Members | 2–200 | 2+ | 1 | 2+ |
| Investor Friendly | ✅ | ❌ | ❌ | ❌ |
| Regulatory Filings | High | Medium | Medium | Low |
11. Taxation Rules for Pvt Ltd
| Criteria | Tax Rate / Notes |
|---|---|
| Turnover ≤ ₹400 Cr | 25% |
| Turnover > ₹400 Cr | 30% |
| MAT | Approx. 15% |
| Dividend | DDT abolished — taxable in shareholders’ hands |
Also eligible for Startup India benefits (Section 80 IAC), depreciation, and other incentives where applicable.
12. Common Mistakes to Avoid
- Choosing an unsuitable or trademark-conflicting company name.
- Not verifying ownership/permission for registered office.
- Adding directors with disqualified DINs or incomplete KYC.
- Delaying post-incorporation filings (INC-20A, share certificates, auditor appointment).
13. FAQs
- Q1. Can a Pvt Ltd company have foreign shareholders?
- A1. Yes, subject to FEMA & sectoral FDI limits and necessary filings.
- Q2. Can I convert LLP/OPC to Pvt Ltd?
- A2. Yes — structured conversion processes exist under the Companies Act.
- Q3. Is physical presence required for directors?
- A3. No. Incorporation can be completed online using DSC signatures and e-forms.
- Q4. Do I need a commercial office address?
- A4. Not mandatory — residential address is acceptable with proof & NOC.
14. How RegistrationMART Helps
With 10+ years of experience and 1,000+ company registrations, RegistrationMART offers:
- Name advisory & trademark checks
- DSC & DIN facilitation
- End-to-end SPICe+ filing & AGILE-PRO registrations
- MOA/AOA drafting, board & shareholder resolutions
- Post-incorporation compliance support and transparent pricing
Conclusion — Build a Scalable, Credible Business
A Private Limited Company is the ideal foundation for ambitious startups and growing businesses — offering credibility, investor-readiness and robust governance. If you want a fast, compliant and professionally handled incorporation, RegistrationMART can take you from idea to COI in 7–10 working days.
