Private Limited Company Registration for Two Founders
Two Founders Is the Standard Private Limited Company
Two people is exactly the minimum a private limited company needs: two directors and two shareholders, with at least one director resident in India. The same two people fill both roles, so nothing extra is required. The filing is the ordinary SPICe+ process and takes seven to ten working days with clean documents. The decision that actually matters is not the filing. It is how you split the shares and what you agree happens if one of you leaves.
What the law requires of you
Requirement | Two-founder position |
Directors | Minimum two, so both of you |
Shareholders | Minimum two, so both of you |
Resident director | At least one of you must have stayed in India 182 days or more in the financial year |
Paid-up capital | No minimum |
Registered office | One address in India, with utility bill and NOC |
If one founder lives abroad and does not meet the 182-day test, the other must, or you need a third director who does.
The 50:50 question
Equal shareholding feels fair on day one and is the most common arrangement between two founders. It also creates a structural problem that nobody notices until it matters: with 50:50 and two directors, neither of you can carry a decision the other opposes.
That is deadlock. There is no casting vote unless the articles create one, and in a two-person company a deadlock does not resolve itself.
Three ways founders handle it:
Unequal split. 51:49, or 60:40. One founder can decide. This is the simplest fix and the one most investors prefer.
Equal split with a deadlock mechanism. Keep 50:50 but write the resolution process into the articles or a shareholders agreement: a casting vote on defined matters, a referral to a mediator, or a buy-sell mechanism.
Equal split with nothing written. The most common, and the one that ends friendships.
What to agree before you file
The split, in writing, in percentages and share counts. Not a conversation. A document.
Vesting. What happens to a founder’s shares if they leave in month eight? Without vesting, they leave with their full stake, and you are left running the company with a passive co-owner holding half of it. Vesting over time is the normal answer.
Roles and authority. Who signs what, who can commit the company to what value, who holds the bank mandate.
Exit. If one wants out, how is the stake valued and who has the right to buy it.
None of this is part of the incorporation filing. All of it is cheaper to agree now than to litigate later.
The registration process
Agree the split, vesting and roles, in writing.
Obtain a Class 3 digital signature for each founder.
Check the name against the MCA database and the trademark register, then reserve it through SPICe+ Part A.
File SPICe+ Part B with the linked forms, e-MOA, e-AOA, INC-9 and AGILE-PRO-S.
Pay stamp duty and submit.
Receive the Certificate of Incorporation with CIN, PAN and TAN.
Then appoint the auditor within 30 days, open the bank account, bring in the subscription money, issue share certificates and file INC-20A within 180 days.
A practical note on the articles
The Articles of Association are the company’s internal rulebook, and in a two-founder company they are the only place a deadlock mechanism can live at incorporation. Filing standard articles because they are quicker is a decision, not a default. Make it knowingly.
How Northrop LLP helps
Northrop LLP walks two-founder teams through the split and the deadlock question before filing, drafts articles that reflect what you actually agreed, and handles the incorporation end to end.
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