A Private Limited Company is one of the most preferred forms of business structure in India, especially for small and medium-sized enterprises. It offers a structured legal framework and operational flexibility. However, the number of shareholders in a Private Limited Company cannot exceed 200, as prescribed under the Companies Act 2013.
Upon incorporation, the company acquires a distinct legal identity separate from its directors and shareholders. This means the company is recognized as an independent legal entity capable of owning property, entering into contracts, and suing or being sued in its own name. Additionally, the company continues to exist irrespective of changes in its membership, including the death or resignation of any shareholder.
Due to these legal benefits, registering a Private Limited Company is a crucial step for entrepreneurs. The registration process is governed by the Companies Act, 2013 and administered by the Ministry of Corporate Affairs (MCA) through its official online portal. Professional guidance can further simplify the incorporation process and ensure compliance with statutory requirements.
As per the provisions of the Companies Act 2013, certain documents and conditions must be fulfilled for registering a Private Limited Company in India. The key requirements are listed below:
Minimum 2 Directors are mandatory.
At least one Director must be an Indian Resident.
Passport-size photographs of all Directors.
DIN (Director Identification Number) of each Director, if already allotted.
DSC (Digital Signature Certificate) of all proposed Directors.
PAN Card of the Directors and Shareholders.
Self-attested copy of PAN Cards of all Members and Directors.
Any one of the following documents of Directors and Members:
Valid Passport
Voter ID Card
Aadhaar Card
Valid Driving License
Any one of the following documents (not older than 2 months):
Bank Statement
Electricity Bill
Telephone Bill
Mobile Bill
No Objection Certificate (NOC) from the Landlord
Rent/Lease Agreement
Latest Utility Bill (Electricity/Telephone/Mobile Bill not older than 2 months)
NOC from the Property Owner
Property Ownership Documents (Title Deed)
Latest Utility Bill (Electricity/Telephone/Mobile Bill not older than 2 months)
Proper submission of these documents ensures smooth incorporation and compliance with statutory requirements.
For incorporating a Private Limited Company, certain essential details of the proposed company and its members/directors must be provided. These include:
Authorized and Paid-up Share Capital of the proposed company, along with details of the number of shares to be subscribed by each member.
Note: There is no mandatory minimum capital requirement for starting a company. It can be incorporated with any suitable amount of capital as decided by the promoters.
Place of Birth of all Directors and Members.
Period of Stay at their current residential address.
Occupation/Profession of the proposed Directors and Shareholders.
Main Object Clause, clearly describing the proposed business activities of the company.
Educational Qualifications of the Directors and Members.
Email Addresses and Contact Numbers of all Directors and Shareholders for official communication and verification purposes.
Providing accurate and complete information helps ensure smooth processing of the incorporation application and avoids delays in registration.
The Ministry of Corporate Affairs (MCA), through its notification dated 18th February 2020 (effective from 23rd February 2020), introduced significant changes in the incorporation procedure by replacing Form INC-32 (SPICe) with the web-based SPICe+ (Simplified Proforma for Incorporating Company Electronically Plus) under the Companies (Incorporation) Rules, 2014.
The updated registration process involves the following steps:
The first stage is to apply for reservation of the proposed company name through the SPICe+ web service available on the MCA portal (www.mca.gov.in) along with the prescribed government fee.
Before submitting the application, it is advisable to:
Check name availability on the MCA website.
Ensure that the proposed name does not infringe any existing trademark under the relevant class of business activity.
SPICe+ is divided into Part A and Part B:
Part A is used exclusively for reserving the company name.
If the applicant wishes to proceed with incorporation and other integrated registrations simultaneously, both Part A and Part B can be completed together.
After name approval, Part B of SPICe+ must be filled to complete the incorporation process. This section captures detailed information such as registered office address, capital structure, directors’ details, and other statutory requirements. The system allows saving, editing, and modifying information before final submission.
Once all details are filled, the SPICe+ form is converted into PDF format. This is required for affixing the Digital Signature Certificate (DSC) of the proposed directors and subscribers.
After attaching the DSC, the finalized form is uploaded on the MCA portal following the prescribed online procedure. Payment of government fees and stamp duty (if applicable) is also completed at this stage.
A declaration from all subscribers and first directors, which was earlier filed through Form INC-9, is now auto-generated in PDF format through the system. It is required to be submitted electronically in most cases.
However, separate filing may be required if:
The number of subscribers and/or directors exceeds 20; or
Any subscriber or director does not possess a DIN and PAN.
By following these steps carefully and ensuring accurate documentation, a Private Limited Company can be successfully incorporated in Jaipur or anywhere in India.
The Ministry of Corporate Affairs (MCA) has introduced several modifications in the company incorporation framework through recent amendments to the Companies (Incorporation) Rules. The important updates are explained below:
While completing Part B of SPICe+, applicants are no longer required to manually mention the Service Request Number (SRN) of the name approved in Part A. The system automatically reflects the approved name once Part A is successfully filed.
For companies incorporated on or after 23rd February 2020, registration under ESIC and EPFO has become mandatory. This process is integrated with the incorporation form itself.
Companies registered in the State of Maharashtra from 23rd February 2020 onwards must compulsorily obtain Profession Tax registration at the time of incorporation.
All newly incorporated companies are required to apply for opening a bank account through the AGILE-PRO linked web form as part of the incorporation procedure.
The declaration of subscribers and first directors, earlier filed through Form INC-9, is now auto-generated in PDF format and must be submitted electronically. However, this automated facility is not applicable if:
The number of subscribers and/or directors exceeds 20; or
Any subscriber or director does not possess a valid DIN and PAN.
Electronic Memorandum of Association (e-MoA) and electronic Articles of Association (e-AoA) must be used where the number of subscribers does not exceed 7 and in the following situations:
When all subscribers are Indian nationals;
When foreign individual subscribers possess valid DIN, DSC, and a valid Business Visa;
When non-individual subscribers are based in India.
In cases where:
A non-individual first subscriber is located outside India; or
A foreign individual subscriber does not hold a valid Business Visa;
Physical, duly signed and apostilled copies of MoA and AoA are required to be attached with the incorporation form.
These amendments aim to streamline the registration process and integrate multiple statutory registrations within a single window system.
| S. No. | Category of Subscriber | Forms / Documents Required |
|---|---|---|
| 1 | Non-Individual First Subscriber located outside India | SPICe+ (INC-32) to be filed along with duly apostilled MoA and AoA attached as physical documents. |
| 2 | Non-Individual First Subscriber based in India | SPICe+ (INC-32) with linked e-MoA (INC-33) and e-AoA (INC-34). |
| 3 | Indian National Subscriber (not a Director) | SPICe+ (INC-32) with linked filing of e-MoA (INC-33) and e-AoA (INC-34). |
| 4 | Indian National Subscriber who is also a Director | SPICe+ (INC-32) along with e-MoA (INC-33) and e-AoA (INC-34). |
| 5 | Foreign National Subscriber (not a Director) having valid DIN | SPICe+ (INC-32) with e-MoA (INC-33) and e-AoA (INC-34), along with submission of a valid Business Visa. If Business Visa is not available, apostilled MoA and AoA must be attached and e-MoA/e-AoA cannot be used. |
| 6 | Foreign National Subscriber-cum-Director having valid DIN | SPICe+ (INC-32) with linked e-MoA (INC-33) and e-AoA (INC-34) along with valid Business Visa. In absence of Business Visa, apostilled MoA and AoA must be attached and e-forms will not be accepted. |
| 7 | Foreign National Subscriber-cum-Director without valid DIN | SPICe+ (INC-32) to be filed with apostilled MoA and AoA attached as supporting documents . |
In all the situations discussed above, the SPICe+ form can be used with e-MoA and e-AoA only when the number of subscribers does not exceed seven. If the total number of subscribers is more than seven, the company must file the SPICe+ form along with physically signed Memorandum of Association (MoA) and Articles of Association (AoA) attached as supporting documents.
Companies incorporated through the SPICe+ system and allotted EPFO or ESIC registration numbers are required to file statutory returns only when they cross the prescribed employee or contribution threshold limits under the respective laws. If the company does not exceed the specified limit, filing of such statutory returns is not mandatory at that stage.
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