Looking to register a Private Limited Company in India? This 2026 guide covers the SPICe+ process, minimum requirements, costs, and post-incorporation compliance (INC-20A, ADT-1) for foreign subsidiaries.
Hello, this is In-ae, CEO of ADL Consulting.
Many business leaders who have decided to enter the Indian market worry about the very first step: “What type of legal entity should I establish, and how?”.
From vague fears like “What if I establish the wrong type of entity and face problems later?” to practical requests for a guide on “what to prepare right now,” I have listened to the concerns of countless entrepreneurs and practitioners in the field.
Having consulted for over 100 companies in the past 10 years, the safest and most standardized answer selected by over 95% of our clients is the ‘Private Limited Company (Pvt. Ltd. Co.)’.
Today, through this article, I will resolve the uncertainty regarding ‘incorporating a legal entity in India,’ the first gateway to market entry, and summarize the core roadmap that practitioners must know from A to Z.
1. What is a Private Limited Company?
A Private Limited Company (hereinafter Pvt. Ltd.) is the form most similar to a Korean ‘Stock Company’ (Jooshik Hoisa) and is the most common form of foreign investment legal entity established based on the Indian Companies Act, 2013.
Why do 95% of companies choose this form?
- Separate Legal Entity: It is recognized as a separate legal entity distinct from the parent company (e.g., Korean headquarters), blocking legal disputes or risks in the local market from transferring directly to the headquarters.
- Limited Liability: Shareholders are liable only to the extent of the share capital they have subscribed to.
- 100% Foreign Ownership: In most industries, excluding some security sectors like defense and telecommunications, foreigners (or foreign corporations) can own 100% of the equity (Automatic Route) without prior government approval.
- Fundraising and Scalability: It is the most advantageous structure for business expansion as it is easy to increase capital through share issuance, secure bank loans, and attract investment.
2. Minimum Requirements for a Private Limited Company
The part most often confused when establishing an Indian entity is the personnel composition requirements. Please refer to the contents below to make decisions on the initial entity composition.
| Category | Mandatory Requirements | Key Points |
| Shareholders | Minimum 2 | • Composition can be Corporate + Individual, or Individual + Individual. • Typically, it takes the form of a 100% subsidiary with a [Korean HQ (99.99%) + Representative Individual (0.01%)] structure. |
| Directors | Minimum 2 | • Shareholders and directors can be the same person. • All directors must obtain a DIN (Director Identification Number). |
| Resident Director | Minimum 1 | • At least one director must have stayed in India for 182 days or more in the previous financial year. • In the initial stage where there are no expatriates, you must satisfy this requirement without legal risk by using a Nominee Director service from a professional agency like ADL Consulting. |
| Capital | No Restriction | • The minimum capital requirement has been abolished. • It is usually set considering the initial operating expenses for 6 months to 1 year. |
| Registered Address | Address within India | • A local Indian address is required for incorporation. • If you have not rented an office yet, you can utilize a shared office or Virtual Office. |
3. Step-by-Step Process (SPICe+)
Currently, India has introduced an integrated system called SPICe+ (Simplified Proforma for Incorporating Company Electronically Plus) to simplify the incorporation procedure. However, for foreign investors, there is a mandatory ‘document notarization’ procedure in their respective countries, so meticulous preparation is essential.+1
Step 1: Preparation of Director and Shareholder Documents
- Foreign directors must have their Passport, Passport Address Page, and Address Proof (mobile phone bill, etc.) Notarized and Apostilled.
- Foreign individual shareholders or representatives of corporate shareholders must have their Passport and Address Proof Notarized and Apostilled.
- Corporate shareholders must have their Business Registration Certificate Notarized and Apostilled (If proceeding with a Certificate of Business Registration, only the Apostille is sufficient).
Step 2: Application for DSC (Digital Signature) & DIN
- Issue a personal DSC (Digital Signature Certificate) for the director for handling Indian government office tasks.
- The DIN (Director Identification Number) can be applied for and issued simultaneously with the incorporation application.
Step 3: Company Name Reservation (SPICe+ Part A)
- Apply for the desired company name to the MCA (Ministry of Corporate Affairs).
- A preliminary search is essential to ensure it is not similar to existing trademarks or does not contain prohibited words.
Step 4: Preparation of Incorporation Documents
- Based on the approved corporate name, draft various incorporation forms such as Affidavit, DIR-8, DIR-2, INC-9, MBP-1, and POA.
- For foreign companies, Notarization and Apostille are required for the documents written and signed in the same manner.
- Note: If a director or shareholder signs these documents within India, Notarization/Apostille are not required, but an Arrival Stamp proving entry into India is needed.
Step 5: Integrated Application for Incorporation (SPICe+ Part B)
- Drafting and submission of MOA (Memorandum of Association) / AOA (Articles of Association).
- Applications for PAN (Tax ID), TAN (Withholding Tax ID), and EPFO/ESIC (Social Security Registration) proceed simultaneously.
Step 6: Receipt of COI & Various Licenses
- Once the COI (Certificate of Incorporation) is issued, the company is legally established.
- Codes for PAN, TAN, EPFO, and ESIC are all issued at the same time.
Estimated Duration: Approx. 4~6 weeks when documents are perfectly prepared (including the document legalization).
4. Private Limited Post-incorporation Compliance
More important than the incorporation procedure is ‘Private Limited Company’s Post-incorporation Compliance’. The success of business in India depends on how accurately local regulations are observed.
Here are the 5 most important tasks to handle within 180 days immediately after the entity is established:
1. First Board Meeting
- Deadline: Within 30 days of incorporation.
- Content: A meeting where directors gather to announce the start of the company and resolve matters such as the appointment of an auditor or opening of bank accounts. Minutes must be recorded.
2. Appointment of First Auditor
- Deadline: Within 30 days of incorporation.
- Document: Submit Form ADT-1.
- Content: In India, all corporations are mandatorily required to undergo a statutory audit. If a Chartered Accountant (CA) firm is not appointed and reported within 30 days, fines accumulate daily.
3. Capital Injection & FCGPR Reporting
- Content: Create a corporate bank account, and each shareholder (e.g., Korean HQ) must remit the promised Paid-Up Capital.
- You must complete the Foreign Direct Investment reporting (FC-GPR) to the RBI (Reserve Bank of India) within 30 days of receiving the capital.
- Caution: You must receive the KYC and FIRC (Foreign Inward Remittance Certificate) from the Indian bank. The FDI reporting is processed based on these documents.
4. Commencement of Business (INC-20A)
- Deadline: Within 180 days of incorporation.
- Document: Submit Form INC-20A.
- Content: A procedure to declare, “Capital has entered our company account, so we are now genuinely starting business”.
- Risk: If missed, any loan or contract activity may be illegal, and the corporate registration may be struck off.
5. Verification of Registered Office (INC-22)
- Deadline: Within 30 days of incorporation.
- Document: Submit Form INC-22.
- Content: Reporting the actual location of the Registered Office with address proof (Lease Agreement, Utility Bill, etc.).
- If the lease agreement was already completed and address proof was submitted during SPICe+ Part B, this step is not required.
5. Cost Structure Arising from Incorporation Process
Many clients ask, “How much does incorporation cost?”. To get an accurate quote, you must understand the cost structure, which is divided into three categories:
1. Government Fees & Stamp Duty:
- Stamp Duty varies depending on the company’s Authorized Capital amount and the State where the entity will be located.
- If Authorized Capital is set too high, initial costs increase; if too low, you must amend the MOA/AOA and pay fees for every capital increase. Setting an appropriate line is key.+1
2. Professional Fees:
- Service fees for Chartered Accountant (CA) firms, Company Secretary (CS) firms, or consulting companies managing the process.
3. Incidental Costs:
- Document Translation/Notarization/Apostille costs in Korea.
- Service fees for utilizing an Indian Nominee Director.
- Registered Address (Virtual Office) costs.
Frequently Asked Questions (FAQ)
Q1. Do I (the Representative Director) need to visit India for Private Limited company incorporation?
A. No, you do not need to visit. All procedures are conducted online, and you simply need to prepare the documents in Korea and send them to India.
Q2. Can an employee in Korea become the head of the Indian entity?
A. Yes, it is possible. However, to satisfy the ‘Resident Director’ requirement (staying in India for 182+ days), you must initially appoint a local person or a Korean residing in India as a registered director. ADL Consulting provides a safe Director Name Lending (Nominee) Service for this purpose.+1
Q3. When do I remit the capital?
A. After the incorporation is completed (COI issued) and the bank account is opened. After remittance, you must obtain the KYC and FIRC to report to the RBI.+1
Q4. Is 100% sole investment possible without an Indian partner?
A. Yes, it is possible. Since 100% foreign investment is permitted (Automatic Route) for most industries such as distribution, manufacturing, services, and IT, you can establish a sole entity without a local partner.
ADL Consulting goes beyond simple document processing. Based on the experience of successfully settling over 100 companies in the Indian market over 10 years, we provide professional services from initial entity structure design to post-incorporation accounting, tax, and administrative management.
We hope you open the complex doors of India wide with experts who have the most accurate information and experience.
Contact ADL Consulting right now to fasten the first button of your entry into the Indian market.
Visit ADL Consulting Youtube Channel 👉 https://www.youtube.com/@adlconsulting_india
📞 Company Contact No : +82-1076414018 ｜+91-8123204976
📩 Email : admin@adullamcorp.com
Whatsapp Business ID : +82-1029914018
Kakao ID : ceo_adlconsulting
Linked In : https://www.linkedin.com/company/92938373