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 Sole Proprietorship Be Converted into a Private Limited Company?

Short Answer

Not in the sense of a statutory conversion. A sole proprietorship is not a body corporate and there is no provision in the Companies Act, 2013 that "converts" a proprietorship into a company. What happens is that the proprietor forms a new company under Section 3 and gets it incorporated under Section 7, then moves the business across. (Companies Act, 2013, Section 3; Section 7) [1]

That distinction matters: the new company is a separate legal person, and its existence begins on the date mentioned in its certificate of incorporation. (Companies Act, 2013, Section 7(2) and 7(3); Section 9) [2]

The Act's route for registering an existing entity as a company (Section 366) applies only to an entity with two or more members, so it does not cover a sole proprietorship. Check the MCA portal for any current guidance before filing. (Companies Act, 2013, Section 366(2))

Why There Is Nothing to Convert

The Companies Act, 2013 speaks of forming a company. It permits a company to be formed by seven or more persons (public), two or more persons (private), or one person (One Person Company). (Companies Act, 2013, Section 3(1)) [3]

A sole proprietorship is not one of those — it is not a company at all. It has no certificate of incorporation, no board, and no separate legal personality. So incorporation is the operative step, not conversion. (Companies Act, 2013, Section 7; Section 9) [4]

This article covers the sole-proprietor case only. A business that is in fact a partnership firm is governed by the Indian Partnership Act, 1932. A firm with two or more members may also register as a company under Part I of Chapter XXI of the Companies Act, 2013 (Section 366). That route is outside the scope of this article. (Companies Act, 2013, Section 366(1) and 366(2))

Choosing the Right Route

If there is only one owner, the natural fit is a One Person Company, which is a private company formed by one person. (Companies Act, 2013, Section 3(1)(c); Section 2(62)) [5] Only a natural person who is an Indian citizen, whether resident in India or otherwise, may incorporate a One Person Company or be its nominee. No person may incorporate more than one One Person Company or be a nominee in more than one. (Companies (Incorporation) Rules, 2014, Rule 3(1) and 3(2), as amended by the Companies (Incorporation) Second Amendment Rules, 2021)

The memorandum of a One Person Company must indicate the person who will become the member on the subscriber's death or incapacity, with that person's prior written consent filed with the Registrar. (Companies Act, 2013, Section 3(1) proviso) [6]

If there will be two or more owners, incorporate a private company. (Companies Act, 2013, Section 3(1)(b)) [7]

A "private company" is defined by reference to its articles. Its articles must restrict the right to transfer its shares, limit the number of its members to two hundred (except in the case of a One Person Company), and prohibit any invitation to the public to subscribe for any securities of the company. (Companies Act, 2013, Section 2(68)(i)–(iii)) [8]

There is no minimum paid-up share capital for a private company: the words prescribing a minimum were omitted from Section 2(68) by the Companies (Amendment) Act, 2015. (Companies Act, 2013, Section 2(68) as amended by the Companies (Amendment) Act, 2015) [9]

What the New Company Needs

The memorandum must state:

the company's name, ending in "Private Limited" for a private company;
the State in which the registered office is to be situated;
the objects for which the company is being incorporated;
the liability of its members;
for a company with share capital, the share capital and the number of shares each subscriber takes;
for a One Person Company, the person who becomes the member on the subscriber's death.

(Companies Act, 2013, Section 4(1)(a)–(f)) [10]

The articles must contain the regulations for management of the company, and any matters that are prescribed. (Companies Act, 2013, Section 5(1) and 5(2)) [11]

The memorandum and articles must be 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)) [12]

Once registered, the memorandum and articles bind the company and its members. (Companies Act, 2013, Section 10) [13]

A company with a share capital incorporated after the commencement of the Companies (Amendment) Act, 2019 may not commence any business or exercise any borrowing powers until both of the following have been filed with the Registrar:

a declaration by a director, within 180 days of incorporation, that every subscriber to the memorandum has paid the value of the shares agreed to be taken;
verification of the company's registered office under Section 12(2), which is due within 30 days of incorporation.

If the company defaults, it is liable to a penalty of ₹50,000, and every officer in default is liable to ₹1,000 for each day the default continues, up to ₹1 lakh. If no declaration is filed within 180 days and the Registrar has reasonable cause to believe the company is not carrying on business, the Registrar may start action to remove its name from the register. (Companies Act, 2013, Section 10A(1)–(3); Section 12(2)) [14]

The company is incorporated through the integrated form SPICe+, with AGILE-PRO-S in the same filing set for GSTIN, EPFO, ESIC, bank account and professional tax registration. (MCA V3 portal, SPICe+ form, as seen 9 Sep 2026; Companies Act, 2013, Section 7) [15]

Fees are as provided in the Companies (Registration Offices and Fees) Rules, 2014. A name approved for a proposed company is reserved for twenty days from the date of approval (sixty days where an existing company is changing its name). The twenty-day period can be extended to forty or sixty days on payment of a further fee under Rule 9A. (Companies Act, 2013, Section 4(5)(i); Companies (Incorporation) Rules, 2014, Rules 9 and 9A)

What Happens to the Proprietorship's Assets, Contracts and Registrations

The Companies Act, 2013 does not deal with the transfer of a proprietorship's assets, licences, bank accounts, tax registrations or contracts to a newly incorporated company. Those questions turn on other laws: (Companies Act, 2013, Section 7) [16]

Income-tax consequences of transferring the business are governed by the Income-tax Act, 2025. That Act applies from 1 April 2026 and repeals the Income-tax Act, 1961. Check with the Income-tax authorities before filing. (Income-tax Act, 2025, Section 1(3); Section 536(1))
GST registration and whether the transfer is a supply are set by GST law; check with the GST authorities before filing.
Stamp duty on transferring property is set by the applicable State Stamp Act; check with the State authorities before filing.
Licences such as shop and establishment registration are set by the relevant State authority; check with that authority before filing. (Companies Act, 2013, Section 7) [17]

FAQ

Q1: Is there a "conversion" of a sole proprietorship into a private limited company?

No. The Companies Act, 2013 provides for the formation and incorporation of companies (Sections 3 and 7), not for converting a proprietorship. The proprietor forms a new company and transfers the business. (Companies Act, 2013, Section 3; Section 7) [18]

Q2: Can one person own a private limited company?

A company may be formed by one person only where it is to be a One Person Company, which is a private company. (Companies Act, 2013, Section 3(1)(c)) [19] Only a natural person who is an Indian citizen, whether resident in India or otherwise, may incorporate one, and no person may incorporate more than one. (Companies (Incorporation) Rules, 2014, Rule 3(1) and 3(2))

Q3: What is the minimum number of subscribers for an ordinary private company?

Two or more persons. (Companies Act, 2013, Section 3(1)(b)) [20]

Q4: Does the new company inherit the proprietorship's liabilities?

How liabilities are to be transferred or novated is set by the transfer documents and other applicable laws.

Q5: When does the company come into existence?

On the date mentioned in the certificate of incorporation issued under Section 7(2). (Companies Act, 2013, Section 7(2) and 7(3)) [22]

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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), 3, 4, 5, 7, 9, 10, 10A, 12 and 366; Companies (Incorporation) Rules, 2014 — Rules 3, 9 and 9A; Income-tax Act, 2025 — Sections 1 and 536.

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Sources

Companies Act, 2013, Section 3 — Formation of company; Section 7 — Incorporation of company
Companies Act, 2013, Section 7(2) and 7(3) — certificate of incorporation; Section 9 — Effect of registration
Companies Act, 2013, Section 3(1) — Formation of company
Companies Act, 2013, Section 7 — Incorporation of company; Section 9 — Effect of registration
Companies Act, 2013, Section 3(1)(c) — One Person Company; Section 2(62) — "One Person Company"; Companies (Incorporation) Rules, 2014, Rule 3 — One Person Company (as amended by the Companies (Incorporation) Second Amendment Rules, 2021)
Companies Act, 2013, Section 3(1) proviso — nominee of a One Person Company
Companies Act, 2013, Section 3(1)(b) — private company
Companies Act, 2013, Section 2(68) — "private company"
Companies Act, 2013, Section 2(68) as amended by the Companies (Amendment) Act, 2015
Companies Act, 2013, Section 4(1) — 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 10 — Effect of memorandum and articles
Companies Act, 2013, Section 10A — Commencement of business, etc.; Section 12(2) — verification of registered office
MCA V3 portal, SPICe+ form, as seen 9 Sep 2026; Companies Act, 2013, Section 7 — Incorporation of company; Section 4(5)(i) — reservation of name; Companies (Incorporation) Rules, 2014, Rule 9 (as substituted w.e.f. 23 Feb 2020) and Rule 9A (inserted w.e.f. 26 Jan 2021)
Companies Act, 2013, Section 7 — Incorporation of company creates a new body corporate
Companies Act, 2013, Section 7 — Incorporation of company creates a new body corporate; Income-tax Act, 2025, Section 1(3) — commencement; Section 536(1) — repeal of the Income-tax Act, 1961
Companies Act, 2013, Section 3 — Formation of company; Section 7 — Incorporation of company
Companies Act, 2013, Section 3(1)(c) — One Person Company; Companies (Incorporation) Rules, 2014, Rule 3
Companies Act, 2013, Section 3(1)(b) — private company
Companies Act, 2013, Section 9 — Effect of registration
Companies Act, 2013, Section 7(2) and 7(3) — certificate of incorporation
Companies Act, 2013, Section 366 — Companies capable of being registered

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Frequently Asked Questions

Is there a "conversion" of a sole proprietorship into a private limited company?+

No. The Companies Act, 2013 provides for the formation and incorporation of companies (Sections 3 and 7), not for converting a proprietorship. The proprietor forms a new company and transfers the business. (Companies Act, 2013, Section 3; Section 7)

Can one person own a private limited company?+

A company may be formed by one person only where it is to be a One Person Company, which is a private company. (Companies Act, 2013, Section 3(1)(c)) Only a natural person who is an Indian citizen, whether resident in India or otherwise, may incorporate one, and no person may incorporate more than one. (Companies (Incorporation) Rules, 2014, Rule 3(1) and 3(2))

What is the minimum number of subscribers for an ordinary private company?+

Two or more persons. (Companies Act, 2013, Section 3(1)(b))

Does the new company inherit the proprietorship's liabilities?+

The Companies Act, 2013 does not make a newly incorporated company a successor to a proprietorship's liabilities; whether liabilities move depends on the transfer documents and other laws. (Companies Act, 2013, Section 9) How liabilities are to be transferred or novated is set by the transfer documents and other applicable laws.

When does the company come into existence?+

On the date mentioned in the certificate of incorporation issued under Section 7(2). (Companies Act, 2013, Section 7(2) and 7(3))

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