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Hisho & Kanri
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We provide accounting, compliance,
and advisory services.

Close Private Limited Company

Keep ownership close, keep control tight.

A Close Private Limited Company is a closely-held corporate structure where shares are never thrown open to the public — ownership stays with a defined, restricted group of founders, family members, or trusted co-investors. Membership is capped, share transfers require board consent, and no invitation to subscribe for shares or debentures can be made to the general public.

It gives you everything a registered company offers — limited liability, a separate legal identity, perpetual succession, and easier access to bank credit — while keeping decision-making firmly inside a small, trusted circle instead of diluting control to outside shareholders. That balance of protection and privacy is exactly why closely-held businesses, family enterprises, and founder-led startups choose this structure.

Max 200 Members Restricted Share Transfer Limited Liability Separate Legal Entity
Talk to an Incorporation Expert See What Makes It "Close"
0Companies Registered
0Max Member Cap
0Avg. Turnaround
0Client Satisfaction
Ownership & Control Map
Promoters ≤ 200 Members Trusted Investors Invite-Only CLOSE PVT LTD Limited Personal Liability Restricted Share Transfer
2–15Directors
2–200Shareholders
₹0Min. Capital
Defining Features

What actually makes a company "close"?

A Close Private Limited Company isn't a separate legal category by name — it's a private company that leans deliberately into the restrictive provisions the law already allows, keeping ownership tight and predictable. Here's what sets it apart from a typical open or widely-held entity.

01

Restricted Share Transfer

Shares can't move freely — every transfer needs board or member approval under the articles, so ownership never slips to an outsider unnoticed.

02

Capped Membership

Total members are capped (typically 200, excluding current and former employee shareholders), keeping the ownership circle small and known.

03

No Public Invitation

The company cannot invite the general public to subscribe for its shares or debentures — funding stays a private, negotiated matter.

04

Separate Legal Identity

The company is its own legal person — it can own property, sign contracts, and sue or be sued independently of its shareholders.

05

Limited Liability

Shareholder liability is capped at their unpaid share value — personal assets stay outside the reach of company creditors.

06

Mandatory "Private Limited" Suffix

The company name must end with "Private Limited," signalling its closely-held status to every vendor, bank, and regulator it deals with.

The Process

From application to certificate, step by step

Here's exactly what happens between deciding to incorporate a Close Private Limited Company and holding a Certificate of Incorporation with your CIN in hand.

1

Digital Signature Certificate (DSC)

Every proposed director obtains a DSC — the digital key used to sign all incorporation forms filed with the registrar.

2

Director Identification Number (DIN)

Each director is allotted a unique DIN, a mandatory identifier for anyone who will hold a directorship in the company.

3

Name Reservation

We check availability and reserve a unique company name, ending with "Private Limited," through the registrar's name-approval facility.

4

Drafting MOA & AOA

The Memorandum and Articles of Association are drafted with explicit clauses restricting share transfer and capping total membership.

5

Incorporation Filing

The complete incorporation application, along with subscriber declarations and supporting proofs, is filed electronically with the registrar.

6

Certificate of Incorporation & CIN

Once approved, the registrar issues your Certificate of Incorporation along with a unique Corporate Identification Number.

7

PAN, TAN & Statutory Registers

Tax identifiers are generated and the statutory registers — including the register of members and share transfers — are opened.

8

Bank Account & Commencement of Business

We assist with opening the current account and filing the declaration for commencement of business, so you're ready to trade.

Eligibility

Who can set up a Close Private Limited Company?

The entry requirements are straightforward, but each one matters for how tightly your ownership stays controlled later.

Minimum 2, Maximum 15 Directors

At least two directors are required to incorporate, with at least one being a resident of the country of incorporation.

2 to 200 Shareholders

Membership must stay within the prescribed cap — this is what keeps the company "closely-held" rather than widely-held.

Registered Office Address

A valid registered office address, residential or commercial, within the jurisdiction of incorporation.

Unique, Compliant Company Name

A proposed name that isn't identical or deceptively similar to an existing company, LLP, or registered trademark.

Draft Restriction Clauses Ready

Articles of Association must include the share-transfer restriction and membership-cap clauses before filing.

No Prior Disqualification

None of the proposed directors should be disqualified by the registrar for past non-compliance or insolvency proceedings.

Paperwork

Documents to keep ready before you file

Having these ready upfront is the single biggest lever for a fast, clean incorporation.

PAN Card

Of all directors and shareholders

Aadhaar / ID Proof

For identity verification

Passport

Mandatory for foreign directors

Residential Address Proof

Recent bank statement or utility bill

Photograph

Recent passport-size photo

Registered Office Proof

Rent agreement or property title deed

Utility Bill

Recent electricity or water bill

NOC & Subscriber Sheet

Owner's NOC and signed MOA subscriber pages

Why It's Worth It

What staying closely-held actually buys you

Beyond legal formality, structuring as a Close Private Limited Company changes how protected — and how in control — you remain as the business grows.

Limited Liability

Personal assets stay protected from business debts and claims

No Hostile Dilution

Restricted transfers keep outsiders from buying into control

Separate Legal Entity

The company owns assets and contracts in its own name

Perpetual Succession

The company continues even as individual shareholders change

Institutional Credibility

Banks and vendors extend credit faster to registered entities

Tax Efficiency

Access to company-specific deductions and exemptions

Selective Fundraising

Bring in chosen investors without opening shares to the public

Long-Term Brand Value

A registered, closely-guarded name builds durable recognition

After Registration

Staying compliant, year after year

Incorporation is the start — here's what keeps your Close Private Limited Company in good standing with the registrar afterward.

Annual ROC Filing

AOC-4 and MGT-7 filed yearly with the registrar of companies.

Income Tax Return

Annual filing of the company's income tax return by the due date.

GST Compliance

Regular GST returns if registered under the GST regime.

Accounting & Bookkeeping

Ongoing transaction records per statutory accounting standards.

Board Meetings

Minimum four board meetings held and minuted each financial year.

Statutory Audit

Annual audit of accounts by a qualified, independent auditor.

Director KYC

Yearly DIN KYC filing to keep director records active.

Share Transfer Approvals

Board resolutions and register updates for every ownership change.

Statutory Registers

Registers of members, directors, and charges kept current.

Why Hisho & Kanri

Close-company incorporations, handled with precision

Restrictive clauses, membership caps, and transfer approvals only work if they're drafted correctly from day one — we make sure they are.

Experienced Professionals

Chartered accountants and company secretaries who draft restrictive-clause articles every week.

Fast Processing

Documents reviewed and filed without back-and-forth delays.

Transparent Pricing

Clear packages with no hidden government-fee surprises.

Full Visibility

You see every filing and status update, not just a final certificate.

Dedicated Support

One point of contact from your first call through incorporation and beyond.

Confidential Handling

Ownership and identity documents managed under strict confidentiality.

FAQ

Common questions about Close Private Limited Companies

Can't find your question here? Use the form alongside this page and we'll answer it directly.

It's a private company that keeps ownership deliberately restricted — share transfers require approval, membership is capped, and shares can never be offered to the general public.

Every private company restricts share transfer by law, but a "close" one leans further into that restriction through explicit articles designed to keep control inside a small, defined group of owners.

A minimum of two shareholders is required, and total membership is capped at 200, excluding current or former employee shareholders.

Yes, but only with the consent set out in the articles of association — usually requiring board approval or a right of first refusal for existing members.

Yes, the company name must end with "Private Limited" so that anyone dealing with it knows its ownership is closely held.

There's no fixed minimum paid-up capital mandated — you can start with an amount that suits your business plan.

Yes, subject to additional documentation, provided at least one director remains a resident of the country of incorporation.

Yes, conversion is possible through a formal special resolution and regulatory approval process once the business is ready to open ownership more broadly.

Late or missed ROC and tax filings attract escalating penalties and can lead to director disqualification, so staying current matters year-round.

Because we draft the restrictive clauses correctly the first time, keep you informed at every filing stage, and stay on for compliance long after incorporation.