Private Limited Company Registration (SPICe+)
End-to-end statutory incorporation of a Private Limited Company under Section 7 of the Companies Act, 2013 and the Companies (Incorporation) Rules, 2014 via the MCA V3 SPICe+ portal. Comprehensive advisory covering name clearance, digital signatures, charter drafting, director identification, and integrated statutory bank registrations.
Who This Service Is For & Statutory Eligibility
A Private Limited Company is India's most recognized corporate structure for venture-backed startups, technology businesses, manufacturing enterprises, and foreign subsidiary establishments seeking limited liability and separate legal personality.
Mandatory Statutory Requirements under Companies Act, 2013:
- Minimum Directors: At least 2 directors (maximum 15). At least one director must be an Indian Resident who stayed in India for ≥ 182 days during the financial year under Section 149(3).
- Minimum Shareholders: At least 2 shareholders (individuals or corporate bodies, up to a maximum of 200 members under Section 2(68)). Directors can also be shareholders.
- Minimum Capital: No statutory minimum paid-up capital requirement under the Companies (Amendment) Act, 2015. Authorized capital can start at ₹1,00,000.
- Registered Office: A physical commercial or residential address located in India where statutory communications can be received.
Entity Comparison: Private Limited vs LLP vs OPC
| Parameter | Private Limited Company | Limited Liability Partnership (LLP) | One Person Company (OPC) |
|---|---|---|---|
| Legal Status | Separate Legal Entity | Separate Legal Entity | Separate Legal Entity |
| Equity / VC Investment | Ideal (Preferred by VC/PE & Angel Investors) | Difficult (Equity shares cannot be issued) | Restricted (Single shareholder limit) |
| Minimum Members / Directors | Min. 2 Directors & 2 Shareholders | Min. 2 Designated Partners | 1 Director & 1 Nominee |
| ESOP Issuance | Permitted (Section 62(1)(b)) | Not Applicable | Not Applicable |
| Annual Compliance Burden | Standard (Statutory audit, AOC-4, MGT-7, Board meetings) | Lower (Audit exempt under ₹40L turnover / ₹25L capital) | Moderate (Simplified filings) |
Scope of Work & Exclusions
Statutory Inclusions:
- Director Identification Number (DIN) allocation for up to 3 directors via SPICe+.
- Name availability check & reservation via SPICe+ Part A (RUN protocol).
- Statutory drafting of electronic Memorandum of Association (e-MOA, INC-33) and Articles of Association (e-AOA, INC-34).
- SPICe+ Part B incorporation filing with MCA Central Registration Centre (CRC).
- Integrated AGILE-PRO-S filing: mandatory EPFO, ESIC, Professional Tax, and Bank Current Account opening.
- Permanent Account Number (PAN) and Tax Deduction Account Number (TAN) issuance.
- Certificate of Incorporation (COI) issued by RoC with Corporate Identity Number (CIN).
- Professional certification and pre-scrutiny by empanelled Practicing Company Secretaries (PCS) / CAs.
Subsequent Obligations:
- Class-3 DSC Tokens: Not included in the package. If you already have a valid DSC, you can use it at no extra cost. If not, you must pay extra to obtain a new DSC.
- Form INC-20A: Mandatory Commencement of Business declaration within 180 days (available under separate mandate).
- Form ADT-1: Statutory Auditor Appointment within 30 days of incorporation by the Board.
- State Stamp Duty: Varies by jurisdiction (e.g., Kerala, Maharashtra, Karnataka) and charged at actuals.
- Annual RoC Compliance: AOC-4 balance sheet and MGT-7 annual return filings.
- Trademark / IP Registration: Form TM-A brand protection filed under IPR practice.
11-in-1 Unified Clearances via SPICe+ & AGILE-PRO-S (INC-35)
Under Rule 38 and Rule 38A of the Companies (Incorporation) Rules, 2014, a single filing of SPICe+ with AGILE-PRO-S simultaneously secures 11 foundational government approvals and institutional accounts:
What You Provide (Client Input Checklist)
To ensure zero MCA CRC resubmission queries, our secretarial desk coordinates the following inputs directly from your founding team:
Self-attested PAN and Aadhaar copies. Directors must be available for brief mobile and email OTP authentication during DSC issuance.
Recent utility bill (under 2 months old) and signed No Objection Certificate (NOC) from the property owner where your company will be registered.
1–2 preferred corporate name choices and agreed shareholding percentages (e.g. 50-50, 70-30) between founding shareholders.
Required Documents & Information Checklist
1. Director & Shareholder KYC
- Self-attested PAN Card (mandatory for Indian nationals).
- Passport (mandatory for foreign nationals, apostilled if overseas).
- Identity Proof: Voter ID / Passport / Driving License.
- Address Proof: Bank Statement or Electricity Bill (< 2 months old).
- Passport-size digital photograph.
2. Registered Premises Proof
- Electricity Bill / Gas Bill of premises (< 2 months old).
- NOC from legal property owner.
- Notarized Rent/Lease Agreement (if rented).
- Property Tax receipt / Title deed (if owned).
3. Corporate Structuring Data
- Proposed corporate name options.
- Main object clause describing intended business activities.
- Authorized and paid-up capital ratio.
- Nominated bank for integrated current account.
CRC Manesar Scrutiny Defense & Zero-Resubmission Protocol
Under MCA Rule 38(4), applications examined by the Central Registration Centre (CRC Manesar) are limited to exactly two resubmissions within a strict 15-day window. If defects are not cured, the filing is marked Rejected (NTBR), forfeiting state stamp duty. CraftEgon CCS enforces a multi-point pre-filing audit to ensure zero-defect submissions and eliminate CRC resubmission delays:
We enforce a 45-day threshold (beating MCA's 60-day limit) so bills never expire during CRC examiner queues.
Screening across MCA Master Data, IP India Trademark Registry (Class search), and phonetic similarity checks under Rule 8A.
Letter-for-letter cross-verification of director names and DOBs against Income Tax PAN records before DSC affixation.
Legally binding consent deed paired with ownership title deed to prevent tenancy scrutiny questions.
Statutory Process & Realistic Timelines
Verification of KYC documents and DSC coordination (use existing valid DSC at no extra cost, or pay extra for new DSC issuance).
Filing of name reservation with MCA CRC. Names must adhere strictly to Rule 8 of the Companies (Incorporation) Rules, 2014 and Trademark Registry clearance.
Drafting customized MoA & AoA clauses, affixing director and professional DSCs (CS/CA), compiling declarations (INC-9, DIR-2), and uploading forms to MCA V3 portal.
Upon scrutiny and approval by the Registrar of Companies (CRC), the Certificate of Incorporation is generated containing the CIN, PAN, and TAN.
Transparent Professional Fee Structure
Standard SPICe+
For early-stage technology startups and standard corporate entities with up to 2 directors.
- 2 Director Identification Numbers (DIN) via SPICe+
- Name Approval via SPICe+ Part A (RUN Protocol)
- e-MOA & e-AOA Professional Drafting with Statutory Clauses
- PAN & TAN Issuance with Certificate of Incorporation
- Integrated Bank Current Account & EPFO/ESIC Setup
- Practicing CS / CA Pre-Scrutiny & CRC Portal Filing
Startup Growth Retainer
Full incorporation plus initial post-incorporation statutory mandates and founder legal framework.
- Everything in Standard SPICe+ Package
- Form INC-20A Commencement of Business Filing
- Customized Founder Shareholder Agreement (SHA)
- MSME Udyam Registration Certificate
- First Board Meeting Minutes & Statutory Registers
Statutory Government Fee Note: Under MCA rules, the Government filing fee for SPICe+ Part B is ₹0 for companies with authorized capital up to ₹15,00,000. State stamp duties on MoA/AoA vary across states and are payable directly to the respective State Government Treasury. MCA PAN/TAN statutory fee is ₹131.
State Stamp Duty Comparison (Authorized Capital ≤ ₹10 Lakhs)
Stamp duty on the electronic Memorandum (MoA) and Articles (AoA) is levied under State Stamp Acts:
| Jurisdiction | MoA Duty | AoA Duty Rate | Estimated Total Duty |
|---|---|---|---|
| Delhi (NCT) | ₹200 | ₹1,000 (fixed up to ₹10L) | ~₹1,210 |
| Maharashtra | ₹200 | 0.2% of capital (min ₹1,000) | ~₹2,300 (on ₹10L) |
| Karnataka (2024 Hike) | ₹1,000 | ₹5,000 per ₹10 Lakhs | ~₹6,020 (10x Increase) |
| Tamil Nadu | ₹200 | ₹300 (fixed up to ₹10L) | ~₹520 |
| Kerala | ₹500 | ₹1,000 to ₹2,000 slab | ~₹1,525 |
⚠️ Notice: If CRC rejects an application, state stamp duty is not refunded automatically by MCA and must be paid again on a new SRN.
Mandatory Statutory Professional Certification (Section 7(1)(b))
Under Section 7(1)(b) of the Companies Act, 2013, every incorporation filing requires a formal statutory declaration in Form INC-8 certified by an Advocate, Chartered Accountant (FCA/ACA), Cost Accountant (FCMA/ACMA), or Company Secretary in Practice (FCS/ACS) confirming that all requirements of the Act and Rules have been satisfied. CraftEgon CCS coordinates this professional scrutiny and digital certification through qualified corporate secretaries.
Mandatory Post-Incorporation Calendar: Day 0 to Day 180
Incorporation does not grant immediate operational freedom. The Companies Act, 2013 imposes strict statutory milestones within the first 180 days:
The Board must appoint the company's first statutory auditor within 30 days of registration. File Form ADT-1 with RoC. Convene the 1st Board meeting to authorize banking and issue shares.
Physical or demat share certificates must be issued to all founding subscribers within 60 days of incorporation. Pay appropriate state stamp duty on share certificates within 30 days of issuance.
Mandatory filing before commencing business or borrowing: Each subscriber must remit their capital from their personal bank account. Attach bank statement proving capital credit and registered office photographs.
Relevant Diagnostic Tools & Related Services
Frequently Asked Questions (Incorporation FAQs)
Can a foreign national or Non-Resident Indian (NRI) be a director?
Yes. Any foreign national or NRI can be appointed as a director in an Indian Private Limited Company. However, under Section 149(3) of the Companies Act, 2013, at least one director on the Board must be an Indian Resident who stayed in India for at least 182 days during the financial year.
Is a commercial office lease required, or can a residential address be used?
Under MCA regulations, your company's registered office can be a residential premises (such as a director's home or rented apartment), provided you furnish a recent utility bill and an authorized No Objection Certificate (NOC) from the property owner.
What is the statutory minimum paid-up capital required?
Following the Companies (Amendment) Act 2015, the minimum paid-up capital requirement of ₹1,00,000 was abolished. You can incorporate with any nominal paid-up capital (e.g. ₹1,000 or ₹10,000), although standard authorized capital is typically kept at ₹1,00,000 or ₹10,00,000 for startup valuation structuring.
What happens if the CRC issues a resubmission query on our name or filing?
MCA Central Registration Centre (CRC) permits up to 2 statutory resubmissions within 15 calendar days without charging additional government filing fees. CraftEgon CCS reviews and resolves any CRC scrutiny queries promptly to maintain compliance momentum.
What immediate compliances must be completed after receiving the COI?
Within 30 days, the Board must appoint the first statutory auditor (Form ADT-1). Within 180 days, directors must deposit their subscribed capital into the bank account and file Form INC-20A (Commencement of Business) before initiating commercial operations.
Start Your Private Limited Registration
Submit your incorporation details below for a preliminary name search and structural consultation.