Forming a private limited company in India is a formal process under the Companies Act2013regulated by the Ministry of Corporate Affairs (MCA). With the launch of the SPICe+ (Simplified Proforma for Incorporating Company Electronically Plus) online formthings have become much easierrolling out various services into one portal. HereI will Guide you through every stepsuch as the formsdocumentschargesand latest information as of August 2025so you can register your company without sweating.
Step 1: Obtain Digital Signature Certificates (DSCs)
Before you dive into the MCA portalyou will need Digital Signature Certificates (DSCs) for at least one proposed director and all subscribers to the Memorandum of Association (MoA).
- Who Needs It? Every proposed director and shareholder (subscriber) signing the incorporation forms.
- How to Get It? Apply through a licensed Certifying Authority (CA) like e-MudhraPro DigiSign CAor NSDLetc. You will need to submit:
- PAN card
- Aadhaar card or other ID proof (e.g.passportvoter ID)
- Address proof (e.g.bank statementutility bill)
- Recent photograph
- Why It Matters? The DSC is mandatory for signing e-forms like SPICe+ (INC-32)e-MoA (INC-33)and e-AoA (INC-34) securelyas per the Information Technology Act2000.
- Cost? Around ₹1,500–₹2,000 per DSCdepending on the provider and validity (1–2 years).
- Pro Tip: Ensure the DSC is Class 3 (required for MCA filings).
Step 2: Obtain Director Identification Numbers (DINs)
Every director of your company needs a Director Identification Number (DIN). This is a unique ID issued by the MCA to track directors across companies.
- How to Get It? For new companiesyou can apply for up to three DINs directly through the SPICe+ (INC-32) form during incorporation. No separate DIN application is needed unless you are appointing a director to an existing company (in which caseuse Form DIR-3).
- Documents Required:
- Identity proof (PANAadhaaror passport for foreign nationals)
- Address proof (e.g.utility billbank statement)
- Recent passport-sized photograph
- Declaration in Form DIR-2 (consent to act as director)
- Recent Update: As per the Companies (Appointment and Qualification of Directors) Rules2014DIN applications are now processed by the Central Registration Centre (CRC)ensuring faster approvals (usually within 1–2 days).
- Cost? No separate fee for DIN if applied through SPICe+. OtherwiseForm DIR-3 costs ₹500.
Step 3: Reserve Your Company Name
Choosing a unique name for your company is both exciting and tricky. The name must comply with the Companies (Incorporation) Rules2014and should not resemble existing companiesLLPsor trademarks.
- How to Do It? Use Part A of the SPICe+ form or the RUN (Reserve Unique Name) service on the MCA portal to reserve your name.
- Submit two proposed names in order of preference.
- Ensure the name includes “Private Limited” at the end (e.g.“Dream Venture Private Limited”).
- Check name availability on the MCA portal or trademark database to avoid rejection.
- Processing Time: Takes 2–3 days for approval. The approved name is reserved for 20 daysduring which you must file Part B of SPICe+ for incorporation.
- Fees: ₹1,000 per submission for RUN or SPICe+ Part A. If rejectedyou will need to reapply with new names and pay again.
- Recent Update: The Companies (Incorporation) Second Amendment Rules2019 (Notification dated 06.03.2019) eliminated government fees for SPICe+ filings if the authorized capital is up to ₹15 lakhsmaking it cost-effective for startups.
- Pro Tip: Avoid names with words like “National,” “Bank,” or “Exchange” unless you meet specific criteria outlined in MCA’s General Circular No. 2/2014.
Step 4: File SPICe+ Part B for Incorporation
Once your name is approvedit is time to file Part B of the SPICe+ form (INC-32) to register your company. This integrated form covers multiple servicesincluding company incorporationDIN allotmentPANTANEPFOESICand even GSTIN (optional).
- Details Required:
- Company structure (e.g.authorized capitalnumber of shares)
- Registered office address
- Details of directors and shareholders
- Main business objectives for the Memorandum of Association (MoA)
- Documents to Attach:
- e-MoA (INC-33): Defines the company’s objectives and scope (as per Section 2(56) of the Companies Act2013).
- e-AoA (INC-34): Outlines internal rules and regulations (as per Section 2(5) of the Companies Act2013).
- Form INC-9: Declaration by directors and subscribers confirming compliance with the Companies Act.
- Form AGILE-PRO (INC-35): For optional registrations like GSTINEPFOESICand bank account opening.
- Proof of registered office (e.g.utility bill not older than 2 monthsrent agreementor No Objection Certificate (NOC) from the property owner).
- Identity and address proofs of directors and shareholders (e.g.PANAadhaarpassport).
- Form DIR-2: Consent from directors to act in that capacity.
- Recent Update: The SPICe+ formintroduced on 23 February 2020integrates 10 services across three central government ministries (MCALabourand Finance) and one state government (Maharashtra)streamlining the process significantly.
- Fees:
- SPICe+ Filing Fee: Nil for companies with authorized capital up to ₹15 lakhs (as per Companies (Registration of Offices and Fees) Rules2014). For higher capitalfees vary based on the authorized capital (e.g.₹5,000 for ₹20 lakhs).
- Stamp Duty: Varies by state (e.g.higher in Maharashtralower in Delhi). For examplein Maharashtrastamp duty on e-MoA and e-AoA can range from ₹200 to ₹1,000 depending on capital.
- PAN and TAN Fees: ₹65 for PAN and ₹55 for TAN.
- My Take: The SPICe+ form is a game-changerbut errors in document uploads (e.g.mismatched names or blurry scans) can lead to rejections. Scan documents in black-and-white at 200 dpi to keep file sizes manageableas advised by MCA.
Step 5: Verification and Certificate of Incorporation
After submitting SPICe+ Part B with all documents and feesthe Central Registration Centre (CRC) reviews your application. If everything checks outthe Registrar of Companies (ROC) issues the Certificate of Incorporation (COI)which includes:
- Corporate Identity Number (CIN): A unique ID for your company.
- PAN and TAN: For tax purposes.
- Processing Time: Typically7–10 working days if all documents are in order. Re-submissions (allowed twice) may extend this timeline.
- Recent Update: The MCA’s Green Initiative (General Circular No. 9/2011) ensures that the COI is issued electronicallyreducing paperwork.
- Pro Tip: Save the COI email—it is your company’s birth certificate!
Step 6: Post-Incorporation Compliance
Your company is now officially bornbut there are a few immediate steps to ensure compliance:
- Open a Bank Account: Use the COIPANand TAN to open a corporate bank account. The AGILE-PRO form can facilitate this by linking with select banks.
- Issue Share Certificates: Issue share certificates to subscribers within 60 days of incorporation (Section 56 of the Companies Act2013).
- File Form INC-20A (Declaration of Commencement of Business): Submit within 180 days of incorporationconfirming that subscribers have paid their share subscription money. This requires a bank statement showing the funds.
- Annual Compliances: Maintain accountsfile annual returns (Form MGT-7)and financial statements (Form AOC-4) every year. Non-compliance can lead to penaltiesas outlined in the Companies (Filing of Documents and Forms in XBRL) Amendment Rules2025.
Key Documents Checklist
Here is a quick checklist to keep you organized:
- Identity Proofs: PANAadhaarpassportor voter ID for directors and shareholders.
- Address Proofs: Utility billbank statementor rent agreement (not older than 2 months).
- Registered Office Proof: Utility billNOC from the property owneror rent agreement.
- e-MoA (INC-33) and e-AoA (INC-34): Drafted as per MCA formats.
- Form INC-9: Declaration by directors and subscribers.
- Form DIR-2: Consent to act as director.
- Form AGILE-PRO (INC-35): For additional registrations (optional).
Total Costs
The cost of incorporating a private limited company is relatively affordableespecially for startups:
- DSC: ₹1,000–₹2,000 per director/subscriber.
- Name Reservation: ₹1,000 per attempt.
- SPICe+ Filing: Free for authorized capital up to ₹15 lakhs; ₹5,000–₹50,000 for higher capital.
- Stamp Duty: ₹200–₹5,000 (varies by state).
- PAN and TAN: ₹120 total.
- Professional Fees: ₹5,000–₹15,000 if you hire a CA ,CS or consultant for assistance.
- Total Estimate: ₹10,000–₹20,000 for a basic setup with ₹1 lakh authorized capital.
Recent Updates and Rules
- SPICe+ Introduction (23 February 2020): Replaced older forms like INC-7 and INC-22integrating name reservationDINand multiple registrations.
- No ROC Fees for Startups: Companies with authorized capital up to ₹15 lakhs are exempt from ROC fees (Notification dated 06.03.2019).
- Companies (Filing of Documents and Forms in XBRL) Amendment Rules2025: Mandates electronic filing of annual returns and financial statementsemphasizing digital compliance.
- General Circular No. 2/2014: Clarifies restrictions on using certain words in company names (e.g.“National,” “Bank”). Always check these guidelines to avoid rejection.
Alsoleverage schemes like Startup India for additional benefits like tax exemptions and funding support.
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