India's company registration process has been significantly modernised through the MCA21 portal and the SPICe+ (Simplified Proforma for Incorporating Company Electronically Plus) form. What once required multiple visits to the Registrar of Companies (ROC) can now be completed entirely online. A well-prepared founder can typically receive a Certificate of Incorporation within 10–15 business days. This guide covers every step of the process.
Choosing Your Business Structure
For most startups, a Private Limited Company (Pvt Ltd) is the recommended structure. It provides limited liability for shareholders, is eligible for DPIIT Startup India recognition and associated tax benefits, and is the structure expected by investors and institutional partners. Limited Liability Partnerships (LLPs) are a viable alternative for professional service firms where all partners are actively involved.
- Private Limited Company — limited liability, separate legal entity, investment-ready structure
- LLP — suitable for professional services firms; no minimum capital, but less investor-friendly
- One Person Company (OPC) — for solo founders; simpler structure with a nominee director requirement
- Section 8 Company — for non-profit organizations and foundations
- Public Limited Company — for companies planning to list on stock exchanges; more complex compliance
Most venture capital term sheets in India are structured for Private Limited Companies. If you're planning to raise funding, incorporate as a Pvt Ltd from the start.
Pre-Incorporation Requirements: DIN and DSC
Before filing the SPICe+ form, each proposed director must obtain a Director Identification Number (DIN) and a Digital Signature Certificate (DSC). The DIN is a unique 8-digit number assigned to every director of an Indian company. The DSC is a legally recognised electronic signature required for all digital filings on the MCA21 and income tax portals.
- DIN application: submit DIR-3 form on MCA21 with identity proof (Aadhaar/passport) and address proof
- DIN is typically allotted within 1–2 business days of application
- DSC is a USB token containing your digital signature — required for Class 3 (most secure) for company filings
- DSC is issued by licensed Certifying Authorities (CAs) like eMudhra, Sify, or CDAC
- DSC issuance typically takes 1–3 business days with proper documentation
- Each director needs their own DIN and DSC; the same DSC cannot be used by multiple people
Apply for DIN and DSC in parallel to save time. Most filing agents will handle both as part of the incorporation package.
Filing the SPICe+ Form on MCA21
SPICe+ is a composite form that integrates company name reservation, DIN allotment, PAN and TAN applications, GSTIN, ESIC, EPFO registration, and professional tax registration into a single filing. The form is divided into two parts: Part A (name reservation) and Part B (the full incorporation details).
- Part A: apply for company name — up to two names can be proposed; ACRA checks for uniqueness and compliance with naming guidelines
- Part B: fill in all director, shareholder, and company details; attach Memorandum of Association (MoA) and Articles of Association (AoA)
- AGILE-PRO-S form: filed along with SPICe+ for GST registration, ESIC, EPFO, and professional tax
- All documents must be digitally signed by the proposed directors using their DSCs
- The filing agent (CS) also attaches their DSC and certification
- Government filing fees depend on authorised capital — typically ₹2,000–₹5,000 for startups with ₹1L authorised capital
PAN, TAN, and Registered Office
PAN (Permanent Account Number) and TAN (Tax Deduction and Collection Account Number) are applied for automatically as part of the SPICe+ filing. You'll receive these along with your Certificate of Incorporation. The registered office is the official address of the company — it doesn't need to be a commercial space, but must be a physical address where statutory notices can be served.
- Company PAN is issued by the Income Tax Department — required for all banking and tax filings
- TAN is required for companies that deduct TDS (Tax Deducted at Source) from payments
- Registered office address must be in India; can be a home address initially
- INC-22 must be filed within 30 days if the registered office differs from the address provided in SPICe+
- Proof of registered office: utility bill (not older than 2 months) plus NOC from the property owner
- Companies can change their registered office within the same ROC jurisdiction by filing INC-22A
Using a virtual office address for your registered office is common and fully legal. It keeps your home address private and provides a professional business address.
Timeline, Costs, and Minimum Requirements
The entire MCA21 filing process typically takes 10–15 business days, though simple applications with clean documentation can be approved in as few as 5–7 days. Post-incorporation, several additional filings and registrations are required to become fully operational.
- Minimum 2 directors and 2 shareholders required (can be the same individuals)
- Minimum 1 director must be an Indian resident (residing in India for at least 182 days in the previous calendar year)
- No minimum paid-up capital requirement since 2015; most startups incorporate with ₹1L authorised capital
- Government fees: approximately ₹2,000–₹5,000 for incorporation; stamp duty varies by state
- Professional/agent fees: ₹12,999–₹25,000 depending on inclusions
- Timeline: 10–15 business days from document submission
- Post-incorporation: open a current account at a scheduled bank, apply for GST if turnover exceeds ₹20L/year (₹10L for NE states)
- File INC-20A (declaration of commencement of business) within 180 days of incorporation — mandatory for all Pvt Ltd companies
- Annual compliance: AOC-4 (financial statements) and MGT-7 (annual return) must be filed with ROC each year
DPIIT Startup India recognition is available for companies incorporated less than 10 years ago with turnover below ₹100 crore. It unlocks a 3-year income tax holiday (subject to conditions), fast-track patent examination, and access to government procurement.
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