A Private Limited Company is one of the most trusted and popular business structures in India. It gives you a professional image, legal protection, and better access to funding while keeping compliance manageable. But before you register one, it’s important to understand the key requirements for Private Limited Company formation under the Companies Act, 2013.
Below is a simple breakdown of what you need to start.
1. Minimum Number of Directors and Shareholders
Directors: At least two directors are mandatory.
One must be an Indian resident (staying in India at least 182 days in a financial year).
Foreign nationals can also be directors along with Indian directors.
Shareholders: At least two shareholders are required (the directors can also be shareholders).
Maximum Limit: A Private Limited Company can have up to 200 shareholders.
2. Digital Signature Certificate (DSC)
Every proposed director must have a Digital Signature Certificate (DSC).
It is an electronic key used to sign documents online.
The DSC is necessary for filing incorporation forms with the Ministry of Corporate Affairs (MCA).
You can apply for a DSC from government-recognized certifying authorities.
3. Director Identification Number (DIN)
Each director must also obtain a Director Identification Number (DIN).
This is a unique identification number for directors issued by the MCA.
DIN is applied while filing the company registration forms (SPICe+).
4. Unique Name for the Company
Your company’s name must be:
Unique — it shouldn’t be identical or similar to an existing company or trademark.
Compliant with MCA norms — avoid restricted words without approvals (like “Bank,” “Insurance,” “Stock Exchange,” etc.).
It’s best to run a name availability check on the MCA portal before applying.
5. Registered Office Address
You must have a registered office address in India where official communication will be sent.
It can be a commercial space, co-working office, or even a residential address (with landlord’s NOC if rented).
Proof needed: recent utility bill (electricity, water, or gas) + NOC + rental agreement or ownership proof.
6. Paid-up Capital
There’s no minimum capital requirement to start a Private Limited Company now (it can be as low as ₹1).
However, you should decide an initial authorized capital based on your funding plans (common starting point: ₹1 lakh).
The authorized capital can be increased later if your business grows.
7. MOA & AOA (Memorandum & Articles of Association)
MOA (Memorandum of Association): Defines your company’s main objectives and scope of work.
AOA (Articles of Association): Contains the company’s internal rules, powers, and responsibilities.
These documents must be prepared and filed during incorporation.
8. PAN and TAN Application
Once the company is approved, you’ll automatically get:
PAN (Permanent Account Number) for taxation.
TAN (Tax Deduction and Collection Account Number) if you need to deduct TDS while making certain payments.
No separate application is required; they’re allotted along with incorporation.
9. Documents Required
Here’s what you generally need for each director and shareholder:
Identity Proof: PAN card (mandatory for Indian citizens), Passport (for foreign nationals).
Address Proof: Aadhaar, voter ID, driver’s license, or passport.
Utility Bill (for office): Not older than 2 months (electricity, water, gas, property tax).
Photograph: Passport-size photos of all directors and shareholders.
NOC from property owner: If the registered office is rented.
10. Compliance Readiness
Forming the company is the first step; you must be prepared for ongoing compliance:
Filing annual returns and financial statements with the ROC.
Maintaining statutory registers, minutes of meetings, and resolutions.
Timely payment of taxes (Income Tax, GST if applicable).
Conducting board and general meetings as per the Companies Act.
It’s wise to have a CA or company secretary handle this to avoid penalties.
Quick Checklist — Requirements for Private Limited Company
| Requirement | Minimum Criteria |
|---|---|
| Directors | 2 (at least one Indian resident) |
| Shareholders | 2 (max 200) |
| Digital Signature Certificate (DSC) | For all directors |
| DIN | For all directors |
| Company Name | Unique and MCA-approved |
| Registered Office | Any valid address in India with proof & NOC |
| Capital | No minimum requirement (₹1 or more) |
| Documents | PAN, Aadhaar/ID proof, address proof, utility bills |
| MOA & AOA | To define business objectives and rules |
Why These Requirements Matter
Meeting the requirements for Private Limited Company ensures:
Legal recognition — protects your brand and gives credibility.
Limited liability — personal assets are safe from business debts.
Funding access — easier to raise capital from banks, investors, or VCs.
Brand image — customers and partners trust registered companies.
Business continuity — company structure allows transfer of ownership if needed.
Final Thoughts
Setting up a Private Limited Company is a smart move for entrepreneurs who want scalability, credibility, and investor trust. The requirements are straightforward: minimum two directors and shareholders, a unique name, office address, and essential documents like DSC and DIN.
While you can file online yourself via the MCA portal, it’s easier and faster to work with a company registration consultant or CA who knows the process, avoids errors, and keeps you compliant after incorporation.
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