On this page · 16 sections
- The process at a glance
- What changed in 2026 for new companies
- Step 1: Get DSCs and plan DINs
- Step 2: Reserve the name in SPICe+ Part A
- Step 3: Gather the documents
- Step 4: File SPICe+ Part B and the linked forms
- Step 5: Pay the fees and stamp duty
- How long registration takes
- Post-incorporation duties and deadlines
- Pvt Ltd vs LLP vs OPC vs sole proprietorship
- Notes for foreign founders and foreign-owned companies
- DPIIT startup recognition
- Common reasons applications are sent back
- For IT teams and finance leads: set up systems after incorporation
- How eCorpIT can help
- References
Summary. To register a private limited company in India, get a digital signature certificate (DSC) for each proposed director and subscriber, then file the SPICe+ web form (INC-32) on the Ministry of Corporate Affairs (MCA) portal. Part A reserves the name; Part B incorporates the company, allots director identification numbers (DINs), PAN and TAN, and registers it with EPFO and ESIC. A name application filed on its own costs ₹1,000 and can carry two names, and an approved name is held for 20 days unless you pay to extend it. The MCA filing fee is zero when authorised capital is ₹15 lakh or less; you add state stamp duty on the e-MoA (INC-33) and e-AoA (INC-34), and MCA's FAQ lists ₹66 for PAN and ₹65 for TAN. MCA set up its Central Registration Centre (CRC) to process complete applications within one day. After incorporation, hold the first board meeting and appoint the first auditor within 30 days, issue share certificates within two months, and file INC-20A within 180 days or face a ₹50,000 penalty on the company. Choose an LLP for a partner-run services firm, an OPC for a solo founder, and a private limited company if you plan to raise equity or take foreign investment.
About this article. For founders, finance leads and foreign investors setting up a private limited company. On 11 November 2026 we checked each step, fee and deadline against the Companies Act, 2013 and its rules, MCA guidance, DPIIT notifications, PIB releases, the GST portal, the CCA and RBI. MCA's website refused our automated requests, so its SPICe+ pages were read from archived copies; labels on its current V3 portal may differ. This is general information, not legal or tax advice: confirm every step with a Chartered Accountant (CA) or Company Secretary (CS) before you file or pay. Researched with AI assistance and reviewed by our editorial team.
The process at a glance
| Step | What you file or receive | Where | Government cost |
|---|---|---|---|
| 1. Signatures | DSC for each director and subscriber | A CCA-licensed Certifying Authority | Set by each Certifying Authority |
| 2. Name | SPICe+ Part A (2 names if filed alone, 1 if filed with Part B) | MCA portal | ₹1,000 when Part A is filed alone |
| 3. Incorporation | SPICe+ Part B (INC-32), with DINs for new directors | MCA portal | ₹0 filing fee up to ₹15 lakh authorised capital |
| 4. Charter | e-MoA (INC-33) and e-AoA (INC-34) | Linked forms | State stamp duty |
| 5. Registrations | AGILE-PRO-S (INC-35): bank account, EPFO, ESIC, optional GSTIN, professional tax in Maharashtra and Karnataka | Linked form | None listed separately |
| 6. Result | Certificate of incorporation with CIN, PAN and TAN | Issued by the CRC | PAN ₹66 and TAN ₹65 on the challan |
The table draws on MCA's SPICe+ walkthrough and FAQs. MCA describes SPICe+ as one web form offering ten services from three central ministries and departments (Corporate Affairs, Labour, and Revenue) and two state governments, Maharashtra and Karnataka.
What changed in 2026 for new companies
- Labour codes are in force. The four codes took effect on 21 November 2025, with existing labour Acts and rules continuing during the transition. The Code on Social Security, 2020 merges nine earlier social security laws.
- EPF wage ceiling of ₹25,000 a month. The Cabinet approved the rise from ₹15,000 on 16 September 2026, and EPFO says it was notified on 17 September 2026, with the maximum pension (EPS) contribution now worked out on ₹25,000.
- Director KYC every three years. From 31 March 2026, annual director KYC became a simpler filing once every three years.
- Wider DPIIT startup definition. G.S.R. 108(E) of 4 February 2026 raised the turnover limit to ₹200 crore (₹300 crore for deep tech), allows 20 years for deep tech startups (10 for others) and adds cooperative societies.
- Press Note 2 (2026 Series). Dated 15 March 2026, it keeps government approval for investment linked to land-border countries, defines beneficial ownership, and allows a reporting route for small, non-controlling land-border stakes.
- Simplified GST registration. The GST form offers Rule 14A where output tax liability is up to ₹2.5 lakh a month; choosing it requires Aadhaar authentication.
- Draft incorporation rules. MCA proposed changes to the Companies (Incorporation) Rules, 2014 on 8 April 2026, as reported by Vinod Kothari & Company. Check whether final rules are in force before you file.
Step 1: Get DSCs and plan DINs
MCA's SPICe+ FAQs say that where subscribers and directors number 20 or fewer and all have a DIN or PAN, each one must obtain a DSC. Buy them from a Certifying Authority licensed by the Controller of Certifying Authorities (CCA), such as Safescrypt, eMudhra, Capricorn, Verasys or (n)Code Solutions; the CCA notes that prices vary. Most filers choose Class 3, which the CCA confirms can be used wherever Class 2 is required. Identity checks run through Aadhaar eKYC (biometric, or OTP plus video) or a paper application, and the CCA's guidelines cover foreign nationals.
First directors do not need a separate DIN application: SPICe+ Part B allots DINs. Until then, directors without a DIN associate their DSC under the authorised representative role using their PAN, then move it to the DIN with the Update DSC service after approval. Section 7(1)(b) of the Companies Act also requires a declaration by a practising advocate, CA, cost accountant or CS engaged in forming the company, one reason most founders hire one.
Step 2: Reserve the name in SPICe+ Part A
Log in to the MCA portal, open MCA Services, choose SPICe+ and start a new application. Enter the type, class, category and sub-category of company and the proposed name, run Auto Check against the naming rules, then submit for name reservation or proceed to incorporation.
- One or two names. Part A on its own accepts 2 names, one of which is approved. Part A with Part B accepts only 1.
- Fee. The fees rules set ₹1,000 for each name reservation application, and MCA's FAQ says this fee becomes payable when Part A is filed separately.
- Validity. An approved name is held for 20 days. Rule 9A lets you extend it to 40 days for ₹1,000, then to 60 days for ₹2,000 more, or straight to 60 days for ₹3,000, each paid before the current period ends.
- Edit limit. You get 5 attempts to edit the same web form before the process restarts.
- Pre-check. MCA advises searching company names and the trade marks register first. A private company's name must end in Private Limited, and a name needing a sectoral regulator's approval needs that no-objection certificate attached to Part A.
Step 3: Gather the documents
MCA asks for self-attested, legible attachments, with each PDF form at most 6 MB; subscriber photographs are not required.
- Each Indian director and subscriber: PAN (mandatory, and matching the DSC name), an identity proof such as voter ID, passport, driving licence or Aadhaar, and a bank statement, electricity bill or phone bill no more than two months old. Keep a personal email and mobile number ready for verification.
- Registered office: a utility bill no more than two months old, the owner's authorisation (a no-objection letter) with proof of ownership, and, if rented, a notarised rent agreement with a rent receipt no older than one month.
- Foreign individuals and companies: passport, overseas address proof, and documents notarised or apostilled where signed abroad. A non-individual subscriber based outside India attaches an apostilled MoA and AoA.
Section 12 requires a registered office within 30 days of incorporation, and MCA's FAQ says INC-22 is needed in that time if the registered office differs from the correspondence address given in SPICe+.
Step 4: File SPICe+ Part B and the linked forms
Part B collects company details, registered office, capital, subscribers and directors, PAN and TAN details, attachments and declarations. Run pre-scrutiny, submit, download the PDF and affix DSCs. MCA sets the upload order as SPICe+, e-MoA, e-AoA, URC-1 (only when an existing entity such as an LLP or firm becomes a company), AGILE-PRO-S, then INC-9.
- e-MoA (INC-33) and e-AoA (INC-34) are mandatory for up to 7 subscribers in standard cases. Section 8 companies, companies with more than 7 subscribers, those with a non-individual subscriber abroad and foreign individuals without a valid business visa attach PDF copies instead.
- AGILE-PRO-S (INC-35), called AGILE-PRO in MCA's walkthrough, is mandatory for every new company. It applies for the bank account (you pick the bank; the bank allots the branch), EPFO and ESIC, professional tax in Maharashtra and Karnataka, and a GSTIN if requested.
- INC-9 is generated automatically and filed electronically, except where there are more than 20 subscribers or directors or any of them has neither DIN nor PAN.
Upload everything together; the portal issues a Service Request Number (SRN) and prompts payment. If the CRC asks for changes, edit the same web form. MCA's FAQ allows 2 resubmissions.
Step 5: Pay the fees and stamp duty
SPICe+ generates one consolidated challan covering the form fee, MoA and AoA (where state stamp duty is collected), PAN and TAN.
| Cost item | Amount | Basis |
|---|---|---|
| Name reservation (Part A filed alone) | ₹1,000 per application | Fees rules; MCA FAQ |
| SPICe+ filing fee, authorised capital up to ₹15 lakh | ₹0 (zero filing fee concession) | MCA FAQ |
| Registration fee above ₹15 lakh | Scales with authorised capital | Companies (Registration Offices and Fees) Rules, 2014 |
| Stamp duty on MoA and AoA | Set by each state; differs by capital | State stamp law, collected on the challan |
| PAN and TAN | ₹66 and ₹65 | MCA FAQ |
| DSC | Set by each Certifying Authority | CCA |
| CA or CS professional fee | Market rate, not regulated | Quote-based |
| DPIIT startup recognition | No fee | Startup India |
The amounts come from the fees rules, MCA's FAQ and Startup India. Stamp duty is a state levy, so identical companies in Maharashtra and Haryana pay different amounts. The MCA portal adds it to the challan at filing.
Worked example. Two founders in Gurugram incorporate with ₹1,00,000 authorised capital, filing Part A with Part B. MCA's FAQ ties the ₹1,000 name fee to a separate Part A filing, so the fixed MCA items are ₹0 + ₹66 (PAN) + ₹65 (TAN) = ₹131. Filing Part A first would add ₹1,000, for ₹1,131. On top come Haryana stamp duty (shown on the challan before you pay), 2 DSCs and the professional's fee. Staying at or below ₹15 lakh of authorised capital keeps the filing fee at zero; you can raise capital later and report it on form SH-7, paying fee and stamp duty then.
How long registration takes
| Stage | Official position | Planning note (our estimate, not an MCA commitment) |
|---|---|---|
| Name approval | CRC set up to process name and incorporation within one day | Allow extra days for a resubmission |
| Name validity | 20 days from approval, extendable to 60 for a fee | File Part B inside this window |
| Part B | Incorporation in under a day is possible with complete documents | Each resubmission adds waiting time |
| Overall | No statutory service level | Plan 1 to 3 weeks from DSC to bank account |
The official positions come from MCA's walkthrough and Rule 9A. Most delays come from mismatched names across PAN, Aadhaar and DSC, weak address proofs and name objections, not from MCA's processing.
Post-incorporation duties and deadlines
| Duty | Deadline | Law or form |
|---|---|---|
| First board meeting | Within 30 days of incorporation | Section 173(1) |
| Appoint first auditor | Board within 30 days; failing that, members at an EGM within 90 days | Section 139(6) |
| Registered office | Within 30 days of incorporation | Section 12; INC-22 if needed |
| Issue share certificates to subscribers | Within 2 months of incorporation | Section 56(4)(a) |
| Commencement of business declaration | Within 180 days | Section 10A, INC-20A |
| Auditor appointed at first AGM | Notify registrar within 15 days | Section 139(1), ADT-1 |
| First AGM (not required for an OPC) | Within 9 months of first financial year end | Section 96 |
| Annual filings | After each AGM | AOC-4; MGT-7, or MGT-7A for small companies and OPCs |
| Director KYC | Once every three years | DIR-3 KYC |
| Foreign investment reporting | Within 30 days of issuing shares to a non-resident | FC-GPR, reported to RBI |
The deadlines come from the Companies Act, MCA's forms list, MCA's KYC change and RBI's reporting regulations.
INC-20A. Section 10A covers companies with share capital incorporated since 2 November 2018. The company cannot start business or borrow until a director declares that every subscriber has paid for their shares and the company has verified its registered office. Missing the 180 days means a ₹50,000 penalty on the company and ₹1,000 a day for each officer in default, capped at ₹1 lakh, and a registrar who believes the company is not operating can start removing its name from the register.
ADT-1. The Board's first auditor serves until the first AGM; the auditor appointed there holds office until the sixth AGM and is reported on ADT-1 within 15 days.
GST. Registration is compulsory above ₹40 lakh turnover for goods (states could opt for ₹20 lakh) and ₹20 lakh for services (₹10 lakh in special category states), the structure in force since 1 April 2019. Some suppliers must register whatever their turnover, so check your activity with your CA.
PF and ESI. SPICe+ registers every new company with EPFO and ESIC, but contributions follow headcount. Under the Code on Social Security, PF applies to establishments with 20 or more employees in any industry, ESIC coverage applies across India, and establishments with fewer than 10 employees can join ESIC voluntarily. Build the ₹25,000 EPF wage ceiling into payroll and check ESIC's current wage ceiling before your first salary run.
Pvt Ltd vs LLP vs OPC vs sole proprietorship
| Factor | Private limited company | LLP | One Person Company (OPC) | Sole proprietorship |
|---|---|---|---|---|
| How you register | SPICe+ with INC-33, 34, 35 | FiLLiP, optionally after RUN-LLP | SPICe+, naming a nominee | Tax and local registrations as needed |
| Minimum people | 2 directors, 2 shareholders (max 200 members) | 2 designated partners | 1 member-director plus a nominee | 1 owner |
| Residency | One director in India 182 days in the financial year | One designated partner in India 120 days in the financial year | Member must be an Indian citizen, resident or not | None |
| Liability | Limited to unpaid share capital | Limited to agreed contribution | Limited | Unlimited |
| Equity and ESOPs | Yes; the usual VC structure | No shares | Convert first | No |
| Statutory audit | Every year | Only above LLP Rules thresholds | Every year | Tax audit above income-tax thresholds |
| Annual MCA filings | AOC-4, MGT-7 or 7A, director KYC | Statement of account and solvency, annual return | AOC-4, MGT-7A | None |
| DPIIT recognition | Eligible | Eligible | Not named separately; confirm on NSWS | Not eligible |
| Foreign ownership | Up to 100% automatic in most sectors | Only where 100% automatic with no performance conditions | Members must be Indian citizens | Not a foreign investment route |
Sources: the Companies Act, the LLP Act, MCA's FiLLiP kit, the 2021 OPC rule changes, the DPIIT notification and RBI's directions.
LLP vs OPC. An Indian citizen, resident in India or not, can form an OPC alone and, since April 2021, convert it to a private or public company at any time after adding members and directors. An LLP needs two designated partners and suits firms that share profits rather than issue shares. If you expect to raise equity soon, start as a private limited company.
Notes for foreign founders and foreign-owned companies
Entry route. RBI's directions allow foreign investment up to 100% on the automatic route in sectors not listed in Schedule I of the Non-Debt Instruments Rules and not prohibited; financial services not specifically listed need prior government approval. Software and IT services generally fall in the automatic category, but confirm your activity against the sector list.
Land-border countries. Investment by an entity or citizen of a country sharing a land border with India (Afghanistan, Bangladesh, Bhutan, China, Myanmar, Nepal or Pakistan), or where such a citizen is the beneficial owner, needs government approval. Press Note 2 (2026 Series) defines beneficial ownership through Rule 9(3) of the Prevention of Money-laundering (Maintenance of Records) Rules, 2005. Since the matching NDI Rules amendment of 1 May 2026, an investor entity with non-controlling land-border ownership of up to 10% can use the automatic route after reporting. DPIIT's procedure of 4 May 2026 runs approvals paperless, with a 12-week standard timeline and 60 days for land-border stakes of up to 49% in specified manufacturing sectors where resident Indians keep majority ownership and control. Directors from these countries also need Ministry of Home Affairs security clearance with their consent to act, under a June 2022 amendment to the director rules, as reported by Khaitan & Co.
Foreign directors and subscribers. A foreign director needs a DIN (allotted through SPICe+ for first directors) and a DSC from a CCA-licensed Certifying Authority. Foreign subscribers with a valid DIN can use e-MoA and e-AoA only with proof of a valid business visa, which Rule 13(5)(d) of the Companies (Incorporation) Rules, 2014 requires; otherwise attach PDF copies. MCA warns that filing without the visa can get the form marked invalid with no chance to resubmit.
Resident director. Section 149(3) requires at least one director who stays in India for at least 182 days in the financial year, applied proportionately in a new company's first year.
After the money arrives. Bring share capital through banking channels, keep the remittance records and report the issue on FC-GPR within 30 days of issuing shares. Where an investor has land-border ownership but needs no approval, the Indian company reports to DPIIT before the money is remitted.
DPIIT startup recognition
Recognition is optional, free and separate from incorporation. Under G.S.R. 108(E), a startup is an entity that is:
- A private limited company, a registered partnership firm, an LLP or a cooperative society (multi-state or state)
- Within 10 years of incorporation or registration (20 for a recognised deep tech startup)
- At or below ₹200 crore turnover (₹300 crore for deep tech) in every financial year since incorporation
- Working on innovation or improvement of products, processes or services, or a scalable model with high potential for jobs or wealth; entities formed by splitting up or reconstructing a business do not qualify
Apply on the National Single Window System (nsws.gov.in): Startup India says to add the Registration as a Startup application from Central Approvals, and that the ministry charges no fee. A recognised private limited company or LLP can separately apply to the Inter-Ministerial Board for the Section 80-IAC certificate, which Startup India describes as a tax holiday for 3 consecutive financial years out of the first 10, for entities incorporated after 1 April 2016. The notification notes that the Income-tax Act, 2025 applies from 1 April 2026, so ask your CA how the deduction carries over.
Common reasons applications are sent back
- Name objections: too close to an existing company or trade mark, or implying a regulated activity.
- Identity mismatches: spellings differ across PAN, Aadhaar and the DSC.
- Wrong DSC role: a first director without a DIN must use the authorised representative role, not director.
- Address proof: more than two months old, illegible, or in another name without the owner's authorisation.
- Foreign paperwork: e-MoA and e-AoA filed for a foreign subscriber without a business visa.
For IT teams and finance leads: set up systems after incorporation
- DSC custody. The CCA requires Class 2 and Class 3 keys on a FIPS 140-2 Level 2 token in the holder's custody, and says an organisation must not keep a departing employee's signing keys; revoke the certificate instead. Keep a register of tokens, holders and expiry dates.
- Accounts in the company's name. Register MCA, GST, EPFO, ESIC and income-tax logins to a company email domain and phone number, not a consultant's.
- Finance and payroll. Pick accounting software that issues GST invoices and tracks TDS, and set up payroll for ESI from 10 employees and PF from 20; our HR tech and HRMS team configures these deductions.
- Security baseline. Enforce multi-factor authentication on banking, email and government portals, and limit who can approve payments; our cybersecurity services cover this.
- Public presence. Once the CIN and GSTIN arrive, see our guides to building a website step by step and adding your business on Google.
How eCorpIT can help
eCorpIT is a Gurugram-based technology organisation, founded in 2021, assessed at CMMI Level 5 and MSME certified, with senior-led engineering teams working across AWS, Microsoft and Google platforms. We do not handle incorporation filings, but our digital transformation team can set up the cloud accounts, business email, GST-ready invoicing and access controls a new company runs on. Talk to us at /contact-us/.
Last updated: 11 November 2026.