Minimum requirements for a Private Limited Company: directors, shareholders, capital and address

The minimum requirements for a Private Limited Company in India are: at least 2 directors (one of them resident in India), at least 2 shareholders, a registered office address in India, and a unique name. There is no minimum share capital. The same two people can be both the directors and the shareholders.

These requirements come from the Companies Act, 2013 and the rules made under it. Together they make up the basic Company Registration eligibility and checklist for a PVT. LTD. This post explains each one in plain language, including the details that trip up founders — who counts as a "resident" director, what the registered office proof must look like, and how much capital is sensible.

What are the minimum requirements at a glance?

Requirement	Minimum	Maximum or limit
Directors	2, at least one resident in India	15 (more with a special resolution)
Shareholders (members)	2	200, not counting present and former employee-shareholders
Share capital	No minimum prescribed	Paid-up capital cannot exceed authorised capital
Registered office	An address in India with valid proof	Must be in the state named in the MoA
Name	Unique, ending with "Private Limited"	No similarity to existing companies, LLPs or trademarks

How many directors does a Private Limited Company need?

A director is a person appointed to manage the company on behalf of its shareholders. A PVT. LTD. needs at least 2 directors and can have up to 15; it can go beyond 15 by passing a special resolution of shareholders.

The key rules for directors:

• Only individuals. A company, LLP or trust cannot be a director. It can, however, be a shareholder.
• At least one resident director. Under Section 149(3), at least one director must have stayed in India for a total of 182 days or more during the financial year. For a newly incorporated company, the requirement applies proportionately for the part of the year after incorporation. This is a physical-stay test, not a citizenship test.
• A Director Identification Number (DIN). Every director needs a DIN. Up to three new directors get one through the SPICe+ incorporation form.
• A Digital Signature Certificate (DSC) to sign MCA forms.
• Not disqualified. A person disqualified under Section 164 — for example, a director of a company that has not filed its financial statements or annual returns for three continuous financial years — cannot be appointed.
• Directorship limit. An individual can be a director in up to 20 companies at a time, of which not more than 10 can be public companies.

Every director must also complete DIR-3 KYC once every three financial years, by 30 June, and update any change in mobile number, email or address within 30 days. More on this in the Private Limited Company lessons.

How many shareholders are required?

A shareholder (also called a member) owns shares in the company. A PVT. LTD. needs at least 2 shareholders and can have at most 200. Present and former employees who hold shares are not counted towards the 200, and joint holders of a share are counted as one member.

Shareholders can be:

• individuals — Indian residents, NRIs or foreign nationals (foreign investment rules apply to non-residents);
• companies, LLPs and other bodies corporate, acting through an authorised representative.

If there is only one owner, a PVT. LTD. is not possible; a One Person Company is the company form for a single founder. See the OPC lessons.

Is there a minimum capital for a Private Limited Company?

No. The earlier requirement of ₹1 lakh minimum paid-up capital was removed by the Companies (Amendment) Act, 2015. Two terms matter here:

• Authorised capital: the maximum value of shares the company is allowed to issue, written in the MoA. It decides the MCA fee and, in many states, the stamp duty. There is no MCA incorporation fee when authorised capital is up to ₹15 lakh.
• Paid-up capital: the money shareholders actually pay for the shares issued to them. It can never be more than the authorised capital.

Even though the law sets no minimum, capital should be realistic. Banks, landlords and customers do look at it, and within 180 days of incorporation the company must file Form INC-20A declaring that every subscriber has paid for their shares, with bank proof.

At the other end, a private company with paid-up capital up to ₹10 crore and turnover up to ₹100 crore is generally a "small company" (limits in force from 1 December 2025). Small companies get some lighter compliance, such as fewer mandatory board meetings and a simpler annual return.

What address can be used as the registered office?

The registered office is the company's official address for all legal communication. It must be in India and in the state mentioned in the MoA, because the state decides which Registrar of Companies has jurisdiction and which state's stamp duty applies.

It does not have to be a commercial office. A home, a rented flat, a shop or a shared workspace can be used, provided the proof is in order:

• a recent utility bill (electricity, water, gas or telephone), commonly not older than two months, showing the exact address;
• a no-objection certificate (NOC) from the owner if the premises are not owned by the company;
• a rent or leave-and-licence agreement if the premises are rented.

Some housing societies, landlords and co-working providers have their own rules about company use, and local laws on commercial use of residential property differ between places, so check before you apply. The Before You Register lessons cover registered office options in full.

What are the name requirements?

The name must end with "Private Limited" and must not be identical or too similar to an existing company, LLP or registered trademark. Words that suggest government connection or regulated activity, such as Bank, Insurance, National or Reserve, need approval from the relevant authority. You can apply through RUN (₹1,000 per application) or directly in SPICe+ Part A. MCA name approval does not give trademark rights — the Trademark Registration lessons explain the difference.

What other documents and details are required?

• Memorandum of Association (MoA): the charter — name, state, objects, liability and capital.
• Articles of Association (AoA): the internal rules for shares, directors and meetings.
• Identity and address proof of every director and subscriber: PAN and Aadhaar for Indian residents; passport and overseas address proof, usually notarised and apostilled, for foreign nationals.
• Consent to act as director and declarations, signed digitally.

With these in place, the filing itself is covered in our Private Limited Company Registration step-by-step guide. If you are unsure a PVT. LTD. is right, compare it with an LLP and OPC on our PVT. LTD. vs LLP vs OPC comparison page, or read the LLP lessons.

Key takeaways

• A PVT. LTD. needs at least 2 directors and 2 shareholders; the same people can hold both roles.
• At least one director must have stayed in India for 182 days or more in the financial year.
• There is no minimum capital; authorised capital up to ₹15 lakh attracts no MCA incorporation fee.
• The registered office can be a home or rented space with a recent utility bill and the owner's NOC.
• Only individuals can be directors, but companies and LLPs can be shareholders.