Registering a private limited company in India

A private limited company in India is registered through a single web form called SPICe+, filed with the Registrar of Companies on the portal of the Ministry of Corporate Affairs (MCA). The form has absorbed what used to be a string of separate applications: a company name, a Corporate Identity Number, a Director Identification Number, a Permanent Account Number and a Tax Deduction and Collection Account Number now move through one submission rather than five.

Every company incorporated from 23 February 2020 must use SPICe+ for both name reservation and incorporation, under Section 4 and Section 7 of the Companies Act, 2013 and the Companies (Incorporation) Rules, 2014. The form has two parts. Part A reserves the name. Part B carries the incorporation application, together with linked forms for the memorandum, the articles, PAN and TAN, and, where the promoters choose it, GST registration.

Reserving a name through Part A

A promoter can file Part A on its own, ahead of incorporation, or file it together with Part B in one sitting. Filed alone, up to two proposed names can be entered in order of preference, though the Central Registration Centre approves only one of them. Filed together with Part B, only a single name is allowed.

Approval holds the name for 20 days, extendable in stages on payment of further fees (see the table below). Two resubmissions are allowed if the Central Registration Centre raises an objection, under Rule 38 of the Companies (Incorporation) Rules, 2014. A third defect ends the application.

A name is rejected for being identical or too close to an existing company or LLP, for describing activities the objects clause does not support, or for including a word that needs prior clearance. The Companies (Incorporation) Rules, 2014 require the Central Government's approval before a name can use words such as Board, Commission, Authority, Undertaking, National, Union, Central, Federal, Republic, President or Municipal, among others in the same list. A name that reads as government-affiliated when the company has no such affiliation is one of the more common reasons an application comes back for resubmission.

Digital signatures and director identification

Nothing in SPICe+ Part B can be filed without a Digital Signature Certificate. Every subscriber to the memorandum and every proposed director has to hold one, and register as a 'business user' on the MCA portal before signing. Where a proposed director has no Director Identification Number yet, SPICe+ can apply for one directly, but only for up to three individuals in a single filing; a producer company is allowed up to five. Beyond that count, a director needs a DIN already allotted before the form can go in at all.

A first director with neither a DIN nor a DSC signs instead under a 'Manager/Authorised Representative' category, using their PAN, and the signature carries over once a DIN is allotted. Photographs of subscribers are not required; Rule 38 of the Companies (Incorporation) Rules, 2014 removed that requirement when SPICe+ replaced the older INC-32 form.

The memorandum and articles

Section 4 of the Companies Act sets out what the memorandum of association has to state: the company's name, the state where its registered office will sit, the objects for which it is being formed, whether members' liability is limited by shares or by guarantee, and, for a company with share capital, the authorised capital and the number of shares each subscriber is taking. The articles of association then fix the internal rules the company runs on, covering matters such as voting and the transfer of shares, subject to the Act.

Where a company has seven or fewer subscribers, all resident in India, the memorandum and articles go in electronically, as linked forms e-MOA (INC-33) and e-AOA (INC-34), auto-populated from details already entered in SPICe+ Part A and Part B. A foreign subscriber, or more than seven subscribers of any nationality, takes the filing out of that electronic route: the memorandum and articles then have to be signed on paper and attached as scanned documents, with a foreign subscriber's signature and address notarised in their home country and either apostilled, where that country has signed the Hague Apostille Convention of 1961, or authenticated by an Indian consular officer where it has not. Once registered, Section 10 binds the company and every member to both documents as if each had personally signed them.

What a SPICe+ filing costs

One consolidated challan covers the form fee, the fee for the memorandum and articles, and the fee for PAN and TAN together. Nothing on that list is paid separately. Reserving a name through Part A on its own, and any later extension of that reservation, is billed apart from the incorporation filing itself.

The certificate of incorporation, PAN and TAN

Section 7(2) of the Act requires the Registrar to register the incorporation documents and issue a certificate of incorporation once satisfied they are in order, and sub-section (3) attaches a Corporate Identity Number to that certificate from the date it takes effect. From that date, under Section 9, the subscribers become a body corporate, capable of holding property and of suing and being sued in the company's own name.

PAN and TAN are no longer separate applications filed after incorporation. SPICe+ Part B carries a dedicated block for PAN and TAN details, and the certificate of incorporation is issued with the PAN printed on it. Both are emailed to the applicant as soon as the Income Tax Department allots them, ahead of the physical PAN card, which follows by post. A company still waiting on its card can check status through the National Securities Depository's PAN service.

AGILE-PRO-S and the other registrations

A linked form called AGILE-PRO-S travels with every SPICe+ filing. It applies for GST registration where the promoters choose to apply for one at this stage, and it makes registration with the Employees' Provident Fund Organisation and the Employees' State Insurance Corporation mandatory for every company incorporated from 23 February 2020; neither body issues a separate registration number to a new company outside this route. Professional tax registration through the same form is mandatory only for companies incorporating in Maharashtra, Karnataka or West Bengal. Shops and Establishment registration through it is optional, and available only for companies registering in Delhi. AGILE-PRO-S also carries a request to open a current bank account, routed to whichever of nine integrated banks the company selects.

The first compliance dates

Incorporation starts a set of clocks, not a finish line. If the registered office confirmed at incorporation is not the company's permanent one, Section 12(2) requires the company to file verification of its registered office with the Registrar within 30 days. Section 173(1) requires the first meeting of the board of directors within 30 days of incorporation. Section 139(6) requires the board to appoint the company's first auditor within 30 days of registration; if the board misses that date, the members must appoint one at an extraordinary general meeting within the following 90 days.

One date matters most: 180 days. Section 10A bars a company incorporated with share capital from starting business or exercising borrowing powers until a director has filed a declaration confirming every subscriber has paid for the shares agreed to be taken, and the company has verified its registered office. Miss the 180 days and the penalty is ₹50,000 for the company, plus ₹1,000 for every day the default continues for each officer in default, capped at ₹1,00,000 per officer. Beyond the penalty, a Registrar with reasonable cause to believe the company is not carrying on business can begin removing its name from the register.

Stamp duty is the clearest figure this article will not give. It is fixed separately by each state government, so an identical authorised capital produces a different bill in Delhi than in Maharashtra, and the MCA publishes no single table reconciling the two.