Private Limited Company Incorporation: 20 Quick-Answer FAQs
Private Limited Company Incorporation: 20 Quick-Answer FAQs
1. How many directors do we need?
Minimum 2, and at least one must be an Indian resident.
Sub: Can both be foreign nationals? No — one resident director is mandatory.
2. How many shareholders do we need?
Minimum 2 — they can be the same people as the directors.
Sub: Can one person hold both roles? Yes, a director can also be a shareholder.
3. Is there a minimum capital requirement?
No — you can incorporate with any authorised capital amount.
Sub: What's a typical starting capital? Often ₹1 lakh, but it's a matter of choice.
4. What is SPICe+?
The single online form that bundles incorporation, DIN, PAN, TAN, and GST into one filing.
Sub: Do we file it ourselves or through a professional? It must be certified by a practicing CA, CS, or advocate.
5. How long does incorporation take?
Typically 5–14 working days with complete documents.
Sub: What usually causes delays? Document mismatches or rejected name proposals.
6. Can foreign nationals be directors?
Yes, alongside at least one Indian resident director.
Sub: Do foreign directors need a DIN too? Yes, same as Indian directors.
7. What documents do foreign directors need?
An apostilled or consularised passport copy, plus foreign address proof.
Sub: How long does apostille take? Varies by country — often the slowest step in the whole process.
8. Do we need a Digital Signature Certificate (DSC)?
Yes, every director and subscriber needs one to sign forms electronically.
Sub: How long does getting a DSC take? Usually 1–3 working days.
9. Do we need a physical office to incorporate?
Yes — a valid, provable registered office address.
Sub: Can we use a co-working space? Yes, as long as you can show proof of address.
10. How do we reserve a company name?
Through SPICe+ Part A, proposing up to two name options.
Sub: What if both names get rejected? You resubmit — so check availability on the MCA portal first.
11. What is DIN?
Director Identification Number — a unique ID every director needs.
Sub: Can we apply for DIN within the same form? Yes, up to three directors can apply via SPICe+ itself.
12. What is e-MOA and e-AOA?
The company's Memorandum and Articles of Association, filed electronically.
Sub: Can we customise these documents? Yes, based on your company's specific objects and structure.
13. What does AGILE-PRO-S do?
It bundles PAN, TAN, GST, EPFO, and ESIC registration into one linked filing.
Sub: Is GST registration compulsory at incorporation? Not always — depends on your business activity and turnover.
14. What do we get once incorporation is approved?
A Certificate of Incorporation (CIN), along with PAN and TAN.
Sub: Is the company legally active immediately? Yes, but it can't start business until INC-20A is filed.
15. What is Form INC-20A?
A declaration confirming the company has started business — due within 180 days.
Sub: What happens if we miss it? The company can't commence business or borrow funds, and risks being struck off.
16. Do we need to appoint an auditor right away?
Yes — within 30 days of incorporation.
Sub: What form do we file for this? Form ADT-1, within 15 days of the appointment.
17. If a foreign investor is putting in money at incorporation, does anything change?
Yes — you'll also need to file Form FC-GPR within 30 days of share allotment.
Sub: Is that separate from the incorporation filing? Yes, entirely separate and FEMA-specific.
18. Can we change the company name or structure later?
Yes, but it requires a fresh ROC filing and approval process.
Sub: Is it expensive to change later? More expensive than getting it right at incorporation.
19. What's the biggest reason incorporation gets delayed?
Incomplete or mismatched documentation, especially for foreign directors.
Sub: How do we avoid this? Start apostille and DSC processes early, before filing SPICe+.
20. What should we do before we even start the process?
Confirm your resident director, prepare office address proof, and get DSCs moving.
Sub: Should we involve a company secretary early? Yes — getting the sequence right the first time avoids costly rework.
Richa Kumar & Associates
India Set Up Advisory Group — FEMA / RBI Compliance
richakumar86@gmail.com | www.csrichakumar.com
This post is for general informational purposes and does not constitute legal advice. For guidance specific to your situation, consult a qualified professional.
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