Private Limited Company Incorporation in India

“The default structure for any founder planning to raise external capital, issue ESOPs, or build a team. Filed end-to-end in 15-20 working days.”

By CA Vijay R Singh, FCA

ICAI Membership No. 153926 | FRN 136869W | Practising since 2013

Quick Summary

Ideal for startups seeking VC/Angel funding. Offers limited liability protection, easy transferability of shares, and high institutional credibility, though it comes with stricter compliance requirements compared to LLPs or Partnerships.

Strategic Fit: Is this right for you?

Raising External Capital

Mandatory for VCs, Angels, and Private Equity investors to deploy funds securely via equity.

Issuing ESOPs

The only legal structure that allows for flexible employee stock option pools and vesting.

Multi-founder Teams

Clear shareholding structure with formal Articles of Association to manage disputes.

Foreign Subsidiaries

Standard vehicle for global corporations setting up Indian operations (WOS).

Business Conversions

Upgrading from Proprietorship or LLP to handle higher turnover and scale.

Limited Liability

Protecting personal assets from business debts and legal liabilities.

Final Deliverables Checklist

Everything you receive at the end of the engagement.

Understanding Capital Structure

Authorized Capital

The maximum amount of share capital the company is legally allowed to issue. Usually set at ₹1 Lakh to ₹10 Lakhs initially to minimize stamp duty.

Paid-up Capital

The actual amount of money shareholders have transferred to the company bank account. Must be deposited within 180 days of incorporation.

Shareholding Split

The percentage of ownership held by each founder. This dictates voting power, dividend rights, and control over board resolutions.

Transparent Pricing Structure

Government cost (varies by state and capital)

Professional fees

Our fees are fixed and all-inclusive of the end-to-end filing, advisory, and one year of free consultation on structuring.

Quoted per Engagement

Complexity varies with foreign holdings, subsidiary structures, and customized AoA clauses.

Frequently Asked Questions

1. How long does it really take?

15-20 working days end-to-end for an all-Indian-director company with a clean name. Add 5-7 days where any director is a foreign national. Add 3-5 days if the first name choice is rejected and we file a second.

Yes, via a special resolution and MCA approval, but it costs filing fees plus stamp duty plus brand rework – costly enough that getting the name right at incorporation is worth the extra day.

At least one director must be a resident – meaning physically present in India for at least 182 days in the previous financial year (Section 149(3) Companies Act 2013).

Rs 1 lakh authorised capital is the practical floor. Paid-up can be lower (Rs 10,000 is common), but the gap between authorised and paid-up should be set to give 12-18 months of headroom before you need to increase authorised capital (which is a separate filing).

Yes. Vesting clauses, transfer restrictions, drag/tag rights, and reserved matters should sit in the AoA or a separate Shareholders’ Agreement filed alongside. We draft these as part of the AoA where founders agree at incorporation; for more involved cases we recommend a separate SHA drafted by a corporate lawyer.

Yes – DIR-12 for director changes, PAS-3 for share allotments, SH-4 for transfers. All standard post-incorporation filings.

© 2026 CA Vijay Singh & Co. All Rights Reserved

Book Free Call