Company Registration in India: Private Limited, LLP, OPC & More

Everything below is the process as it runs on the MCA portal today, written by the people who file it. It covers choosing the structure, what to have ready, the two-part SPICe+ form, the fees and stamp duty, the certificate, and the filings that fall due in the first six months — the part most guides stop before.

Choose the structure in three questions

Will outside investors ever own part of this business? If yes — now or in three years — start with a private limited company. Converting an LLP or proprietorship later costs more than incorporating correctly now, and investors will insist anyway.

Is it you alone, or partners? Solo founders choose between an OPC (corporate credibility, audit from day one) and a proprietorship (cheapest to run, unlimited personal liability). Teams choose between a company and an LLP — services firms that won’t raise equity usually take the LLP’s lighter compliance.

How much compliance can you carry? A company files audited accounts and ROC returns every year even at zero revenue (see what that involves); an LLP files two forms; a proprietorship files essentially only tax returns. Match the structure to your appetite for paperwork honestly — under-compliance penalties outgrow the savings fast.

For the numbers behind that choice, see private limited vs LLP vs OPC, including a three-year cost comparison.

What you need before you start

• People. A private limited company needs at least two directors and two shareholders; the same two people can be both. At least one director must have stayed in India for 182 days or more in the previous calendar year. An OPC needs one member, one director and a nominee.
• Digital signatures. Every subscriber to the memorandum and every proposed director signs the incorporation forms with a Class 3 DSC. Get these first; nothing else can be filed without them. See our DSC guide.
• Identity and address. PAN and Aadhaar for Indian nationals, a passport for foreign nationals, plus a bank statement or utility bill not older than two months as address proof, and a photograph, for every director and subscriber.
• Registered office. A utility bill for the premises not older than two months, and either the ownership document or a rent agreement with the owner’s no-objection letter. A residential address is acceptable.
• Name options and objects. Two proposed names, the main business activity for the memorandum, the authorised and paid-up capital, and the shareholding split.

Step 1: reserve the name in SPICe+ Part A

Part A asks for two names in order of preference and the business activity. The Registrar checks each against existing company and LLP names, registered and pending trade marks, and the rules on undesirable names: a name identical or too similar to an existing one is refused, as is a name that implies government patronage, uses a restricted word without approval, or is generic. The fee is ₹1,000, one resubmission is allowed, and an approved name is reserved for 20 days, extendable on payment.

Run a trade mark search before you file the name. A company name that infringes a registered mark can be ordered changed within three years of incorporation, and the brand you build in the meantime is wasted. Our trade mark team does the search alongside the name check.

Step 2: incorporate in SPICe+ Part B

Part B is a single web form with linked attachments, all filed together:

• SPICe+ Part B itself: the company details, capital, registered office, directors and subscribers, and the application for DINs for up to three directors who do not have one.
• e-MoA and e-AoA (INC-33 and INC-34): the memorandum and articles, generated on the portal and signed by the subscribers with their DSCs. Where a foreign subscriber signs, physical documents apostilled abroad are attached instead.
• AGILE-PRO-S (INC-35): applications for GST registration (optional), EPFO and ESIC registration (mandatory), professional tax registration in the states that levy it, and opening of the company bank account with a partner bank.
• INC-9: the declaration by subscribers and first directors, auto-generated.
• Professional certification by a practising chartered accountant, company secretary or cost accountant, who is personally liable for the accuracy of the filing.

PAN and TAN are applied for within the same form and issued with the certificate. The portal validates the form on upload; the resubmission notice, when it comes, is usually about the registered office proof or a name mismatch between a document and the DIN application.

Step 3: fees, stamp duty and the certificate

The MCA charges no incorporation fee for a company with authorised capital up to ₹15 lakh, and the DIN applications and PAN and TAN are free within SPICe+. The name reservation is ₹1,000. What varies is stamp duty on the memorandum and articles, which is levied by the state of the registered office on the authorised capital: for a company with ₹1 lakh of capital it ranges from a few hundred rupees in some states to more than ₹10,000 in others, and it rises with capital everywhere. Punjab, Madhya Pradesh and Kerala are among the more expensive states; Delhi, Maharashtra and Karnataka are moderate. Our cost guide sets out what to expect.

Once the Central Registration Centre approves the form, the certificate of incorporation is issued with the CIN, and the PAN and TAN follow within a day. From a clean filing the certificate typically arrives in three to seven working days; from first contact to certificate, including DSCs and name approval, plan for seven to ten working days.

Step 4: the first 180 days

Statutory registers — members, directors, charges, contracts — are opened at the first board meeting and maintained thereafter. Every year after that runs on the cycle in our compliance calendar: four board meetings, an AGM within six months of the year end, audited accounts in AOC-4, the annual return in MGT-7A, and director KYC on its cycle.

Where applications get sent back

• Registered office proof. The utility bill is old, in the wrong name, or the no-objection letter is missing. The single most common resubmission.
• Name and identity mismatches. A middle name present on the PAN and absent on the Aadhaar; a director’s name spelt differently across documents. The DIN application validates against the PAN database character by character.
• Objects clause. Objects that do not match the name, or that describe a regulated activity (finance, insurance, education under a trust) without the approvals the Registrar expects.
• Foreign subscribers. Documents not apostilled or notarised in the manner the rules require for the subscriber’s country.
• Expired DSC or unregistered DSC. The certificate is valid but not associated with the DIN, or expired between name approval and filing.

What it costs in 2026

Government side: ₹1,000 for the name, nil MCA fee up to ₹15 lakh of capital, and stamp duty by state. Two Class 3 digital signatures at roughly ₹1,000 to ₹2,000 each if the directors do not have them. Professional fees from ₹1,499 on FilingBase for the whole process including the DSCs and DINs, with government charges at actuals; the large platforms advertise from ₹999 to ₹2,899 with different inclusions, compared in our platform comparison. A realistic all-in figure for a two-director company with ₹1 lakh of capital in a moderate-duty state is ₹5,000 to ₹12,000; year-one compliance, which no incorporation quote includes, is the larger number.