Registering a company in India, step by step
The answer
Incorporating a company in India is 1 integrated form called SPICe+, plus a digital signature for each founder. It delivers the certificate of incorporation, the CIN, the PAN and the TAN together. Government fees are nil for authorised capital up to ₹15 lakh. Realistic cost is ₹10,000 to ₹20,000 and realistic time is 7 to 15 working days. Almost everybody gets stuck on the name.
Why this costs you money
The name. Founders submit a name, it is rejected, they submit another, it is rejected. Each submission costs ₹1,000 and 2 to 3 days. Three weeks disappear before the company exists. The cause is almost always the same: the name resembles an existing company or a registered trademark, and nobody checked either register before filing.
The authorised capital. Founders choose ₹1 crore because a large number looks serious. It is not the company's money and never becomes the company's money — it is a ceiling on shares the company may issue. But you pay for it: government fees are nil only up to ₹15 lakh, and state stamp duty is charged on the authorised figure.
The registered office proof. The utility bill must be recent, the No Objection Certificate must be there, and the address must match the document exactly. This causes more resubmissions than any other document.
And the things after incorporation. A company with share capital must file Form INC-20A within 180 days declaring that subscribers have paid for their shares, and until then it may not begin business or borrow. Every director must file DIR-3 KYC every year. Missing it deactivates the director's DIN and costs ₹5,000 to reactivate — a pure penalty for a form that takes 10 minutes and is free if filed on time.
How it works
Six steps, in this order.
Step 1 — Digital Signature Certificate (DSC). Every proposed director and subscriber needs a Class 3 DSC from a licensed certifying authority, issued after a video verification. Roughly ₹1,500 to ₹2,000 per person. Nothing can be filed without it.
Step 2 — Director Identification Number (DIN). A DIN is a permanent number for an individual, not a company. A founder who already has one uses it. Founders without one get it through SPICe+ itself, for up to 3 directors, with no separate application or fee.
Step 3 — Name reservation, SPICe+ Part A. You may propose up to 2 names. The fee is ₹1,000. An approved name is reserved for a limited period in which you must complete the incorporation.
The rules that cause rejections:
- Not identical to, or too nearly resembling, an existing company or LLP name.
- Not resembling a registered trademark, unless you have the proprietor's consent. This is the rule most founders have never read.
- Not undesirable. Words implying banking, insurance or a stock exchange need regulatory approval.
- Ending with "Private Limited" or "Limited", under Section 4(1)(a).
Step 4 — SPICe+ Part B and the linked forms.
| Form | What it is |
|---|---|
| SPICe+ Part B (INC-32) | The incorporation application |
| eMoA (INC-33) | Memorandum of Association — what the company is and may do |
| eAoA (INC-34) | Articles of Association — the internal rulebook |
| AGILE-PRO-S (INC-35) | EPFO, ESIC, professional tax, bank account, optional GSTIN |
| INC-9 | Declaration by first directors and subscribers, auto-generated |
The MOA contains the object clause, which states what business the company may carry on. Write it wider than your first product; amending it later is a shareholder resolution and a filing. The AOA decides how the company is run. Most founders accept the standard template. If 2 or more people own the company, the transfer and deadlock provisions are worth reading once, because they govern the worst day.
Documents required: PAN and Aadhaar for each Indian subscriber and director; passport for a foreign national, notarised or apostilled; identity and address proof not older than 2 months; a photograph of each director; registered office proof, being a utility bill not older than 2 months plus a No Objection Certificate from the owner or the rent agreement; and Form DIR-2, consent to act as a director.
Step 5 — Fees.
| Item | Amount |
|---|---|
| Name reservation, SPICe+ Part A | ₹1,000 |
| MCA filing fee | Nil up to ₹15 lakh authorised capital |
| PAN and TAN | About ₹131 |
| Stamp duty on MOA and AOA | By state, roughly ₹200 to ₹5,000+ |
| DSC per person | ₹1,500 to ₹2,000 |
| Professional fees | ₹5,000 to ₹15,000 |
A realistic all-in figure for a small company with modest authorised capital is ₹10,000 to ₹20,000.
Step 6 — The certificate. The Central Registration Centre issues a certificate of incorporation carrying the CIN, together with the PAN and TAN. Two resubmissions are normally permitted if the registrar raises objections. Name approval takes 1 to 3 working days and incorporation a further 3 to 10 if nothing is queried. Assume 2 to 3 weeks.
What it tells you, and what it does not
Getting a certificate tells you the company legally exists, has a permanent identity number, and has a tax identity.
It does not tell you the company may operate. Registration is not a licence. Food, healthcare, finance and dozens of other activities need their own approvals. It also does not give you the brand: the name is cleared against the company register, and that is not a trademark.
It does not mean you may start trading. A company with share capital must file INC-20A first.
And it does not end the paperwork. A private limited company must be audited every year regardless of turnover, and file AOC-4 and MGT-7A even if it did nothing at all.
The decision rule
Check the name in 2 registers before you pay for anything — the Ministry of Corporate Affairs register and the trademark register. Both are free. This 1 habit removes the most common 3 weeks of delay in the whole process.
Set authorised capital at the smallest number that fits your plan, and stay under ₹15 lakh unless there is a reason not to. It costs nothing to increase it later when there is actual money involved.
Fix the registered office before you file, not during. A recent utility bill, a signed NOC, and an address you will still control in 3 years.
Try this now
Five minutes, on the name you would actually use.
- Write down the name you would use for a company — your business idea, your side project, your family name plus your trade. Use a real one.
- Open the Ministry of Corporate Affairs website, go to MCA Services, then Check Company/LLP Name. Search your word without the "Private Limited" suffix. Free, no login. Write down every existing company with a similar name.
- Open ipindia.gov.in, go to Trade Marks, then Public Search of Trade Marks. Search the same word in the class that matches your business — 25 for clothing, 9 for software, 43 for food services. Write down every live mark.
- Take the closest existing company from step 2 and look it up in View Company/LLP Master Data. Is its status Active or struck off?
- If you already run a business under a name, do all 4 steps for that name instead. That is the more useful version of this exercise.
What you should see. One of 3 outcomes, all useful.
Your name is taken at MCA. You know before spending ₹1,000, and you have seen the exact companies that block it.
Your name is free at MCA and taken as a trademark. This is the trap, and it is common. The registrar can still refuse the name, and even if it is allowed the trademark owner can act against you later.
Your name is free in both. Then a trademark application costs a few thousand rupees and protects the thing that will end up worth the most.
If you are already trading under a name and step 3 shows a live mark owned by somebody else in your class, you have found a real problem early. That is worth more than the rest of this article.
Three real cases
1. Companies (Amendment) Act 2015 (India) — the price of entry falls to zero Until 2015, a private limited company had to have minimum paid-up capital of ₹1,00,000 and a public company ₹5,00,000. The 2015 amendment removed both. A private company can now be incorporated with a nominal amount of share capital. This is why "you need lakhs to start a company" is out of date, and why "how much capital should I put in" is now a business question rather than a legal one.
2. India, 2017 to 2018 — the strike-off drive — filings are not optional Following a review of dormant and non-compliant companies, the Ministry of Corporate Affairs removed a very large number of companies from the register and disqualified a very large number of directors for failing to file annual returns and financial statements. A disqualified director cannot be appointed to any company for 5 years. Many were not running anything. They had agreed to be a director for a friend, forgot, and stopped filing.
3. Union Budget 2021, 1 February 2021 (India) — the One Person Company is opened up The One Person Company was introduced by the Companies Act 2013 so a single founder could get limited liability without finding a second shareholder. It came with restrictions: an OPC exceeding ₹50 lakh of paid-up capital or ₹2 crore of turnover had to convert. The 2021 Budget removed those ceilings, reduced the residency requirement for an Indian citizen from 182 days to 120 days, and allowed non-resident Indians to form them. For a single founder the OPC is now a usable structure, and it was not before that date.
The question that resolves it
A first-time founder asks: how do I register a company?
An experienced one asks: which of the next 12 months' filings will I forget?
Registration is a 2-week project with a clear end. Compliance is a permanent obligation with a penalty attached to every date, and it decides whether the company is still in good standing in 3 years.
What would make this wrong
If the process were as fast as advertised, a founder with clean documents would have a certificate in 48 hours. Some do. Advertisements offering "incorporation in 3 days" describe the best case, which requires the name to clear on the first attempt, every document to be current, and no query from the registrar.
The honest limits are 3.
First, fees and timelines change. Every rupee figure here should be confirmed on the Ministry of Corporate Affairs website. The structure of the process changes far more slowly than the numbers do.
Second, stamp duty is a state subject and varies widely. The same incorporation costs different amounts in Maharashtra, Delhi and Karnataka.
Third, this describes a private limited company with Indian resident individual founders. A company with foreign shareholders or directors needs apostilled documents and reporting to the Reserve Bank of India.
In India
The permanent obligations, once the certificate exists.
In the first 6 months: appoint the first auditor within 30 days and file Form ADT-1; open a bank account and have subscribers actually pay in their share money; issue share certificates within 2 months; and file Form INC-20A within 180 days, before commencing business or borrowing.
Every year, without exception:
- Audited accounts. No turnover threshold. Even a company with zero revenue must be audited.
- Form AOC-4 for financial statements, and Form MGT-7A for the annual return of a small company or OPC — MGT-7 for others.
- DIR-3 KYC — every director, every year, by 30 September. Missing it deactivates the DIN and reactivation costs ₹5,000.
- Board meetings and an annual general meeting, with reduced requirements for small companies, plus the company's income tax return.
The annual cost of running a small private limited company, including audit and professional fees, is commonly ₹15,000 to ₹40,000 even when the company does nothing. Budget for it before you incorporate, because that number is the real difference between a company and an LLP.
In the United States
The same 6 steps exist and 3 of them are dramatically shorter.
Choose a state. There is no national registry, so the first decision has no Indian equivalent. Most small businesses register where they work. Companies expecting outside investment register in Delaware.
Name. A quick availability search on the state's website. There is usually no reservation fee and no requirement to check a trademark — which means US founders hit the trademark problem later and more expensively than Indian founders do.
People. Most states do not verify the identity of directors, officers or members. There is no equivalent of the DIN and no digital signature step.
Address. A registered agent with a physical address in the state, costing roughly $50 to $300 a year. That is what makes registering in a state you do not live in possible.
Constitution and tax identity. A short Certificate or Articles of Incorporation is filed; bylaws are adopted internally and never filed. The EIN comes separately from the Internal Revenue Service on Form SS-4 — free and instant online for an applicant with a US taxpayer identification number, slow by fax or post for anybody else.
State filing is often same-day and commonly $50 to $500. The delay for a foreign founder is entirely in the EIN and the bank account.
Where they differ, and what that tells you
The Indian process is front-loaded: digital signatures, verified identities, a name cleared against 2 registers, an address proved with a recent utility bill, constitutional documents filed publicly. It is slow at the start, and the company that emerges is fully identified, with a tax number, on day 1.
The US process is back-loaded: the state filing is trivially fast and checks almost nothing, then come the EIN, the bank account, registration in every other state you operate in, and the annual reports.
What that tells you is where to put your effort, and it is opposite in the 2 countries.
In India, spend your effort before filing: the name, the trademark search, the office proof, the object clause. Once the certificate issues you are almost operational, and the risk moves to annual compliance.
In the United States, spend almost no effort on the filing and plan for what comes after: the EIN, the bank, the states, and the bylaws that nobody files and everybody needs.
There is a second lesson underneath. The Indian system verifies people, so an Indian company's directors are traceable. The American system verifies almost nothing, so an American entity can be genuinely anonymous — the reverse of what most people assume about the 2 countries.
Carry this
- SPICe+ is 1 form: incorporation, DIN, PAN, TAN and more, filed together.
- Government fee is nil up to ₹15 lakh of authorised capital. Do not choose a bigger number to look serious.
- Check the name against the MCA register and the trademark register before you pay anything.