What is the total cost to register a Private Limited Company in India in 2026?

The cost to register a Pvt Ltd in India depends on your state's stamp duty and the professional fee charged. Statutory components include: MCA registration fee (₹0 for authorised capital up to ₹15 lakh under the 0-fee scheme), DSC for 2 directors (₹2,000–₹3,000, third-party issuer cost), and state-specific stamp duty (Maharashtra ₹1,000; Karnataka ₹500; Delhi ₹0). MakeItLegit's professional filing fee is available on request.

How long does it take to register a company in India?

If all documents are in order, a Private Limited Company can be incorporated in 7–10 business days via the MCA21 SPICe+ form. Name approval takes 1–3 days. Certificate of Incorporation is issued the same day as MCA approval. Delays happen when: names are rejected, documents are incomplete, or the CA files slowly. MakeItLegit's average is 8 business days.

What is DSC and why do I need it for company registration?

DSC stands for Digital Signature Certificate. It is a legally mandated e-signature required to file the SPICe+ incorporation form with MCA. Every director of the company needs one before incorporation can proceed. It costs ₹1,000–₹1,500 per director and takes 1–2 business days to issue. Without a DSC, incorporation cannot proceed — it is not optional and cannot be skipped.

Can I incorporate a Private Limited Company without a CA in India?

Technically yes — MCA21 allows self-filing. In practice, no: SPICe+ requires a practising CA, CS, or advocate to certify and digitally sign the filing. You need a professional. The practical question is who handles it with clear timelines and transparent pricing. DIY attempts without professional certification are rejected by MCA.

What is the difference between a Private Limited Company and an LLP in India?

A Pvt Ltd has shareholders and directors (can be the same people), issues shares, can raise VC funding, and has higher compliance requirements (board meetings, annual ROC filings, statutory auditor — average ₹40,000/year). An LLP has designated partners, no share capital, lower compliance (average ₹15,000/year), cannot raise equity funding, and is better for service businesses with no plans to raise institutional money. For startups targeting VC or angel investment, Pvt Ltd is mandatory. LLPs cannot issue ESOPs.

Can a Private Limited Company Be Owned by One Person?

Short Answer

Yes — through a One Person Company, if you are an individual who is an Indian citizen. A company may be formed by one person, but only where the company to be formed is a One Person Company, and a One Person Company is a private company. Only a natural person who is an Indian citizen, whether resident in India or otherwise, is eligible to incorporate a One Person Company. (Companies Act, 2013, Section 3(1)(c); Companies (Incorporation) Rules, 2014, Rule 3(1)) [1]

What you cannot do is form an ordinary private company with a single subscriber: the Act requires two or more persons for that. (Companies Act, 2013, Section 3(1)(b)) [2]

So the short answer has a caveat: one person can own a private limited company, but the vehicle has to be a One Person Company — and that person must be an individual Indian citizen, not a company or a foreign national.

What the Act Says, Section by Section

A company may be formed for any lawful purpose by seven or more persons (public company), two or more persons (private company), or one person (One Person Company). (Companies Act, 2013, Section 3(1)) [3]

A "One Person Company" is defined as a company which has only one person as a member. (Companies Act, 2013, Section 2(62)) [4]

And a One Person Company is expressly described in Section 3(1)(c) as "One Person Company that is to say, a private company" — so it is a species of private company, not a separate category. (Companies Act, 2013, Section 3(1)(c)) [5]

The Nominee Requirement

A One Person Company differs structurally from an ordinary private company: its memorandum must indicate the name of the other person who will become the member on the subscriber's death or incapacity, and that person's prior written consent must be filed with the Registrar along with the memorandum and articles. (Companies Act, 2013, Section 3(1) proviso) [6]

This is why a One Person Company is not simply "a private company with one shareholder" — the continuity of the single membership is built into the constitution. (Companies Act, 2013, Section 3(1) proviso; Section 2(62)) [7]

The nominee's name is stated in the memorandum, and the nomination details along with the nominee's consent are filled in Form INC-32 (SPICe+) as a declaration, filed with the Registrar at the time of incorporation along with the e-memorandum and e-articles. A later change of nominee is filed as a declaration in Form INC-4. The old nominee consent form, INC-3, has been omitted. (Companies (Incorporation) Rules, 2014, Rule 4(2)–(5), as amended by the Companies (Incorporation) Amendment Rules, 2023, w.e.f. 23 January 2023) [8]

The rules also limit who can use this route. Only a natural person who is an Indian citizen, whether resident in India or otherwise, can incorporate a One Person Company or be its nominee. No person can incorporate more than one One Person Company or be a nominee in more than one. No minor can be a member or nominee. A One Person Company cannot be incorporated or converted into a section 8 company, and it cannot carry out Non-Banking Financial Investment activities, including investment in securities of any body corporate. (Companies (Incorporation) Rules, 2014, Rule 3(1), 3(2), 3(4), 3(5) and 3(6), as amended w.e.f. 1 April 2021) [8]

Ordinary Private Company vs One Person Company

Feature	Ordinary private company	One Person Company
Minimum subscribers	Two or more persons	One person, who must be an individual Indian citizen (Rule 3(1))
Statutory basis	Section 3(1)(b)	Section 3(1)(c)
Is it a private company?	Yes	Yes — Section 3(1)(c) says "that is to say, a private company"
Nominee in the memorandum	Not required	Required by the proviso to Section 3(1)
Member limit in the articles	Two hundred, as per Section 2(68)	Excepted from the two hundred limit by Section 2(68)(ii)

(Companies Act, 2013, Sections 3(1)(b), 3(1)(c), 2(62) and 2(68); Companies (Incorporation) Rules, 2014, Rule 3(1)) [9]

The two-hundred-member limit comes from the definition of "private company", which requires the articles to restrict the right to transfer shares and — except in the case of a One Person Company — to limit the number of members to two hundred. (Companies Act, 2013, Section 2(68)) [10]

Private vs Public — the Distinction That Matters

A "public company" is defined negatively and by capital: it is a company which is not a private company and has a minimum paid-up share capital as may be prescribed. (Companies Act, 2013, Section 2(71)) [11]

So the private/public distinction is driven by the articles (transfer restrictions and member limit), not by the number of owners. That is why a One Person Company, despite having one member, is a private company. There is one exception: a subsidiary of a company that is not a private company is deemed to be a public company for the purposes of the Act, even where the subsidiary continues to be a private company in its articles. (Companies Act, 2013, Section 2(68); Section 2(71) and its proviso) [12]

The Companies (Amendment) Act, 2015 removed the fixed rupee amounts from both definitions: "of one lakh rupees or such higher paid-up share capital" from Section 2(68), and "of five lakh rupees or such higher paid-up capital," from Section 2(71). Both definitions still refer to a minimum paid-up share capital "as may be prescribed", so the Act itself no longer fixes a rupee figure for either type of company. (Companies Act, 2013, Sections 2(68) and 2(71) as amended by the Companies (Amendment) Act, 2015) [13]

Why the Number of Owners Is Not the Test

The number of owners decides which route you use, not whether the company is private. Section 3(1) fixes who may subscribe — seven for a public company, two for a private company, one for a One Person Company — while Section 2(68) fixes what makes a company private: the articles must restrict the right to transfer shares and, except for a One Person Company, limit the members to two hundred. That is the statutory reason a company with a single member can still sit inside the private company family. (Companies Act, 2013, Section 3(1); Section 2(68)) [14]

What the Company Needs to Be Formed

The memorandum must state: the company's name, with the last words "Private Limited" for a private limited company; the State in which the registered office is to be situated; the objects of the company; the liability of members; for a company with share capital, the share capital and the shares each subscriber takes; and, for a One Person Company, the name of the person who will become the member if the subscriber dies. (Companies Act, 2013, Section 4(1)(a)–(f)) [15]

The articles must contain the regulations for management of the company, and any prescribed matters. (Companies Act, 2013, Section 5(1) and 5(2)) [16]

The memorandum and articles must be duly signed by all subscribers, and a prescribed declaration must be filed by the specified professionals and by a person named in the articles. (Companies Act, 2013, Section 7(1)(a) and 7(1)(b)) [17]

From the date of incorporation mentioned in the certificate of incorporation issued under Section 7(2), the subscribers and members become a body corporate, and the Registrar allots a corporate identity number from that date. The memorandum and articles, when registered, bind the company and its members. (Companies Act, 2013, Section 7(2) and 7(3); Section 9; Section 10(1)) [18]

Both routes are filed through the same integrated incorporation form, SPICe+, whose Part B covers incorporation together with the linked e-MoA (INC-33) and e-AoA (INC-34) forms. The fee is set out in the Companies (Registration Offices and Fees) Rules, 2014 and should be checked before filing. (MCA V3 portal, SPICe+ form, as seen 9 Sep 2026; Companies Act, 2013, Section 7; Companies (Incorporation) Rules, 2014, Rule 4(2); Companies (Registration Offices and Fees) Rules, 2014, Annexure — Table of Fees) [19]

FAQ

Q1: Can one person own a private limited company in India?

Yes, if it is a One Person Company and the owner is an individual who is an Indian citizen (resident in India or not). Section 3(1)(c) permits formation by one person where the company is to be a One Person Company, and describes it as a private company. Rule 3(1) limits this to natural persons who are Indian citizens, so a company or a foreign national cannot form one. (Companies Act, 2013, Section 3(1)(c); Companies (Incorporation) Rules, 2014, Rule 3(1)) [20]

Q2: Can an ordinary private company have just one shareholder?

No. An ordinary private company is formed by two or more persons under Section 3(1)(b). (Companies Act, 2013, Section 3(1)(b)) [21]

Q3: Is a One Person Company a private limited company?

Yes. Section 3(1)(c) describes it as "One Person Company that is to say, a private company". (Companies Act, 2013, Section 3(1)(c); Section 2(62)) [22]

Q4: Does a One Person Company need a nominee?

Yes. The memorandum must name the person who will become the member if the subscriber dies or becomes incapacitated. The nominee's consent is filed with the Registrar as a declaration in Form INC-32 (SPICe+). The nominee must also be an individual who is an Indian citizen and cannot be a minor. (Companies Act, 2013, Section 3(1) proviso; Companies (Incorporation) Rules, 2014, Rules 3(1), 3(4) and 4(2)) [23]

Q5: What is the maximum number of members in a private company?

Two hundred, as required by the definition of "private company" — except in the case of a One Person Company, which is expressly excepted. (Companies Act, 2013, Section 2(68)) [24]

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Internal links: See makeitlegit.in/start for entity selection guidance, and makeitlegit.in/tools/company-type-comparison for a side-by-side comparison of entity types.

Primary source: Companies Act, 2013 — Sections 2(62), 2(68), 2(71), 3, 4, 5, 7, 9 and 10; Companies (Incorporation) Rules, 2014 — Rules 3 and 4.

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Sources

Companies Act, 2013, Section 3(1)(c) — one person, where the company is to be One Person Company that is to say, a private company; Companies (Incorporation) Rules, 2014, Rule 3(1) (as amended by G.S.R. 91(E), w.e.f. 1-4-2021) — eligibility to incorporate a One Person Company
Companies Act, 2013, Section 3(1)(b) — two or more persons, where the company to be formed is to be a private company
Companies Act, 2013, Section 3(1) — Formation of company
Companies Act, 2013, Section 2(62) — "One Person Company"
Companies Act, 2013, Section 3(1)(c) — One Person Company that is to say, a private company
Companies Act, 2013, Section 3(1) proviso — nominee of a One Person Company
Companies Act, 2013, Section 3(1) proviso — nominee; Section 2(62) — "One Person Company"
Companies (Incorporation) Rules, 2014, Rule 3 — One Person Company (as amended by G.S.R. 91(E), w.e.f. 1-4-2021); Rule 4 — Nomination by the subscriber or member of One Person Company (as amended by the Companies (Incorporation) Amendment Rules, 2023, G.S.R. 42(E), w.e.f. 23-1-2023)
Companies Act, 2013, Sections 3(1)(b), 3(1)(c), 2(62) and 2(68) — private company and One Person Company; Companies (Incorporation) Rules, 2014, Rule 3(1)
Companies Act, 2013, Section 2(68) — "private company"
Companies Act, 2013, Section 2(71) — "public company"
Companies Act, 2013, Section 2(68) — "private company"; Section 2(71) and proviso — "public company"
Companies Act, 2013, Sections 2(68) and 2(71) as amended by the Companies (Amendment) Act, 2015 (Act 21 of 2015)
Companies Act, 2013, Section 3(1) — Formation of company; Section 2(68) — "private company"
Companies Act, 2013, Section 4(1)(a)–(f) — Memorandum
Companies Act, 2013, Section 5(1) and 5(2) — Articles
Companies Act, 2013, Section 7(1)(a) and 7(1)(b) — signatures and declaration
Companies Act, 2013, Section 7(2) — certificate of incorporation; Section 7(3) — corporate identity number; Section 9 — Effect of registration; Section 10(1) — Effect of memorandum and articles
MCA V3 portal, SPICe+ form, as seen 9 Sep 2026; Companies Act, 2013, Section 7 — Incorporation of company; Companies (Incorporation) Rules, 2014, Rule 4(2); Companies (Registration Offices and Fees) Rules, 2014, Annexure — Table of Fees
Companies Act, 2013, Section 3(1)(c) — One Person Company; Companies (Incorporation) Rules, 2014, Rule 3(1)
Companies Act, 2013, Section 3(1)(b) — private company
Companies Act, 2013, Section 3(1)(c); Section 2(62) — "One Person Company"
Companies Act, 2013, Section 3(1) proviso — nominee of a One Person Company; Companies (Incorporation) Rules, 2014, Rules 3(1), 3(4) and 4(2)
Companies Act, 2013, Section 2(68) — "private company"

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Frequently Asked Questions

Can one person own a private limited company in India?+

Can an ordinary private company have just one shareholder?+

No. An ordinary private company is formed by two or more persons under Section 3(1)(b). (Companies Act, 2013, Section 3(1)(b))

Is a One Person Company a private limited company?+

Yes. Section 3(1)(c) describes it as "One Person Company that is to say, a private company". (Companies Act, 2013, Section 3(1)(c); Section 2(62))

Does a One Person Company need a nominee?+

What is the maximum number of members in a private company?+

Two hundred, as required by the definition of "private company" — except in the case of a One Person Company, which is expressly excepted. (Companies Act, 2013, Section 2(68))

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