How to Register a Company in India: Step-by-Step Guide

Pvt Ltd, LLP, or OPC? A practical walkthrough of the SPICe+ process — documents, costs, and how to avoid the common rejection traps.

By TrunkCall Editorial Team8 May 20265 min read

India's MCA21 portal lets you incorporate a Private Limited company in as few as 2–3 working days once your documents are in order. The friction is not the filing — it is knowing which entity type fits your situation, what documents are required, and what the common rejection triggers are. This guide walks the full process in the order you encounter it.

Step 1: Choose the right entity type

The choice of structure determines your tax treatment, compliance burden, ability to raise investment, and personal liability. The four main options:

Sole Proprietorship: No registration beyond business-specific licences. You and the business are the same legal person — unlimited personal liability. Suited to solo freelancers and traders who are not scaling.
Limited Liability Partnership (LLP): Partners are not personally liable for firm debts beyond their capital contribution. Lighter annual compliance than a Pvt Ltd. Cannot issue equity to investors.
One Person Company (OPC): A Private Limited with a single director-shareholder. Limited liability, but mandatory conversion to Pvt Ltd once turnover crosses Rs 2 crore or paid-up capital crosses Rs 50 lakh.
Private Limited Company (Pvt Ltd): Separate legal entity, limited liability for shareholders, can issue shares and accept investor capital. Heavier annual compliance but the only structure VC-backed or investor-expecting businesses can use.

For most startups and small businesses expecting growth or external funding, a Pvt Ltd is the right structure. For professional service firms — consultants, architects, lawyers in partnership — with no investor interest, an LLP makes more practical sense. If you are a solo founder who wants limited liability without the overhead of a full Pvt Ltd, start with an OPC.

Step 2: Get a Digital Signature Certificate (DSC)

All MCA filings require each proposed director to have a Class 3 DSC. This costs Rs 1,000–2,000 per person and is issued in 1–3 working days from authorised agencies — eMudhra, NSDL, and most CA firms can arrange it. Apply for DSCs before anything else: they are the rate-limiter in the process. If you have two co-founders, both need separate DSCs.

Step 3: Reserve your company name (SPICe+ Part A)

Your company name must not be identical or deceptively similar to an existing registered company, must end in "Private Limited", and must not include words like Government, National, Reserve Bank, or Insurance without prior approval. SPICe+ Part A allows you to submit up to two name choices simultaneously. Approval typically comes within 1–3 working days. Rejection is common when names are too generic.

Before submitting, run the proposed names through the MCA portal's company name search and the IP India trademark database. A few minutes of checking prevents a week of rejection loops.

Step 4: File SPICe+ Part B (the main incorporation form)

SPICe+ Part B is the central incorporation application. It bundles company registration, DIN allotment for directors, PAN, TAN, ESIC, EPFO, bank account opening with partnered banks, GST registration if opted, and professional tax in select states — all in one linked form. Documents required:

Memorandum of Association (MoA): States the company's objects (what the company is authorised to do). Generated inside SPICe+ via the eMoA sub-form.
Articles of Association (AoA): Internal governance rules. Similarly generated inside SPICe+.
Registered office proof: Electricity bill or telephone bill (less than 2 months old) plus a No Objection Certificate (NOC) from the property owner if the office is rented.
Aadhaar and PAN of all proposed directors: Must match exactly. A spelling mismatch between documents is a common cause of rejection.
Passport-size photographs and DSCs of each director.
Proof of identity and address if any director is a foreign national: Apostilled copies from the relevant country.

Director Identification Numbers (DINs) are now applied for directly inside the SPICe+ Part B form — you no longer file a separate DIR-3 application. The MCA generates DINs as part of approving the incorporation.

Step 5: After the Certificate of Incorporation

The Certificate of Incorporation (COI) issued by the MCA includes your Company Identification Number (CIN), PAN, and TAN in a single document. Four things to do immediately:

Open a current account: Most banks process current accounts for newly incorporated Pvt Ltds within 5–7 working days. Carry the COI, MoA, AoA, and a board resolution authorising the account opening.
Issue shares formally: Allot shares to founders within 30 days of incorporation via Form PAS-3. Skipping this is a compliance lapse that causes problems when investors do due diligence later.
Register for GST: If your projected annual turnover will cross Rs 40 lakh (Rs 20 lakh for service businesses), register on the GST portal. SPICe+ can trigger this simultaneously at incorporation.
Start the compliance calendar: Annual return (MGT-7) and financial statement filing (AOC-4) are due within 60 days of each AGM. Budget for a CA to handle this from year one.

What it actually costs

Government fee: Rs 500–2,000 for a Pvt Ltd with Rs 1 lakh authorised capital (varies by state stamp duty).
DSC: Rs 1,000–2,000 per director.
CA professional fee: Rs 5,000–15,000 for a straightforward incorporation. Higher for complex objects clauses, multiple shareholders, or foreign nationals.
Total realistic cost: Rs 8,000–20,000 for most first-time founders.

Can you register without a CA?

Technically yes — SPICe+ is open to any director with a DSC. In practice, the form has roughly 50 interconnected fields, name-rejection rates for DIY filers are significantly higher (due to inadequate pre-check), and MoA object-clause errors can take weeks to correct via an amendment filing. For most first-time founders, a CA handling the end-to-end process for Rs 7,000–10,000 is worth every rupee. They also set up the statutory registers and early bookkeeping structure that saves considerably more in the first compliance cycle.

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Frequently asked

Is there a minimum capital requirement for a Private Limited company?

No. The Companies Act removed the minimum paid-up capital requirement in 2015. You can technically incorporate with Re 1 of paid-up capital. In practice, most companies start with Rs 1 lakh authorised capital because government filing fees are calculated on authorised capital and this benchmark keeps costs low. You can increase authorised capital later by paying additional stamp duty.

How long does company registration take in India?

With documents in order, DSCs ready, and a non-conflicting name approved, SPICe+ Part B is processed in 2–5 working days. End-to-end — from gathering documents to receiving the Certificate of Incorporation — typically takes 10–15 working days if there are no name rejections or document mismatches.

Do I need a physical office to register a company?

You need a registered office address, but it can be a residential address. You need a recent utility bill (electricity or telephone, under 2 months old) for the address and a No Objection Certificate from the owner if you do not own the property. Many co-working spaces offer registered office services for Rs 500–1,500 per month, which is a clean option for early-stage companies.

Can NRIs or foreign nationals register a company in India?

Yes. A foreign national can be a director and shareholder in an Indian Pvt Ltd. However, at least one director must be an Indian resident — meaning they stayed in India for at least 182 days in the preceding calendar year. Documents from abroad must be apostilled in the originating country. Foreign shareholding triggers FEMA compliance requirements, so a CA familiar with FDI regulations should handle the incorporation.

What is the difference between authorised capital and paid-up capital?

Authorised capital is the maximum value of shares the company is permitted to issue, as stated in the MoA. Paid-up capital is the amount actually received from shareholders for shares that have been issued. Government filing fees are based on authorised capital, not paid-up capital — so keeping authorised capital at Rs 1 lakh at incorporation keeps the fee low, and you increase it later when you actually need to issue more shares.

How is LLP registration different from Pvt Ltd registration?

LLP registration uses the FiLLiP form on the MCA portal rather than SPICe+. The process is simpler — no MoA or AoA, just an LLP Agreement — and both government fees and ongoing annual compliance costs are lower. The key trade-off is that an LLP cannot issue equity shares to investors. If you plan to raise funding from angel investors or VCs, a Pvt Ltd is the only viable structure.

Talk to a CA about incorporation

Verified CAs on TrunkCall can advise on structure and file your SPICe+ — per-session, no retainer.