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Company Law · ROCPrivate limited company incorporation: SPICe+ forms, documents and timeline
Incorporating a private limited company is fully online through the MCA's SPICe+ form, which also gives PAN, TAN, EPFO, ESIC and optionally GSTIN. Here are the forms, documents, timeline and the compliances in the first 180 days that many founders miss.
A private limited company is the most common structure for growing businesses and start-ups in India: limited liability, separate legal identity, easy transfer of ownership and credibility with investors and banks. Incorporation is governed by Section 7 of the Companies Act, 2013 and the Companies (Incorporation) Rules, 2014.
The SPICe+ family of forms
| Form | Purpose |
|---|---|
| SPICe+ Part A (INC-32) | Name reservation (or apply with Part B together) |
| SPICe+ Part B | Incorporation, DIN for directors (up to 3), PAN, TAN |
| e-MOA (INC-33) | Memorandum of Association |
| e-AOA (INC-34) | Articles of Association |
| AGILE-PRO-S (INC-35) | GSTIN (optional), EPFO, ESIC, professional tax (in some States), bank account opening |
| INC-9 | Declaration by subscribers and directors (auto-generated) |
Documents needed
For each director/subscriber: - PAN (mandatory for Indian nationals), Aadhaar / passport - Address proof (bank statement or utility bill, not older than 2 months) - Photograph - Mobile and email (for OTP verification) - DSC for signing
For the registered office: - Utility bill (not older than 2 months) - Rent agreement / ownership proof - NOC from the owner
Foreign directors/subscribers: passport and address proof, notarised and apostilled/consularised.
Step-by-step
- Choose names – check availability on MCA and trademark registry; name must not be identical or too similar to existing names or trademarks.
- Obtain DSCs for proposed directors.
- File SPICe+ Part A for name reservation (valid for 20 days, extendable) – or file Part A and B together.
- File Part B with capital, directors, subscribers, office address, PAN/TAN details.
- Fill e-MOA, e-AOA and AGILE-PRO-S, attach documents, affix DSCs and pay fees/stamp duty.
- ROC review – resubmission if queries; certificate of incorporation (COI) with CIN, PAN and TAN issued.
Worked example: two founders in Rohini
Example: Two friends start "Taxbyte Solutions Pvt Ltd" with authorised capital ₹10,00,000 and paid-up ₹1,00,000 (₹50,000 each), registered office in Rohini Sector 3 (a rented office).
| Step | Timeline | Cost (indicative) |
|---|---|---|
| DSCs (2) | Day 1–2 | Vendor fees |
| SPICe+ Part A + B, e-MOA, e-AOA, AGILE-PRO-S | Day 3–5 | MCA fee nil (capital ≤ ₹15 lakh); Delhi stamp duty as applicable |
| COI, PAN, TAN | Day 8–12 | — |
| Bank account (through AGILE-PRO-S partner bank) | Week 2–3 | — |
| Subscription money deposited | Within 180 days | ₹1,00,000 |
| INC-20A filed | Within 180 days | MCA fee |
| First board meeting | Within 30 days | — |
| First auditor appointed | Within 30 days | — |
Post-incorporation compliance (first 180 days)
- First board meeting within 30 days: take note of COI, appoint first auditor, open bank account, issue share certificates (within 60 days), adopt common policies.
- First auditor within 30 days (ADT-1 filing practice) – see ADT-1 guide.
- Share certificates within 60 days; stamp duty on issue of shares (in Delhi, paid as per Indian Stamp Act / Stamp Duty portal for dematerialised/physical shares).
- INC-20A within 180 days with bank proof of subscription.
- Statutory registers – members, directors, charges.
- MBP-1 disclosures by directors at the first board meeting.
- GST, Shops & Establishment, professional tax registrations as applicable.
- Demat of shares – private companies (other than small companies) must issue shares only in demat form as per the 2023 rules, with compliance timelines; small companies are exempt.
Annual compliances
AOC-4 and MGT-7/7A, ADT-1 (when auditor appointed at AGM), DPT-3, DIR-3 KYC (triennial), income-tax return with audit, GST returns. See AOC-4 and MGT-7.
Common mistakes
- Choosing a name similar to an existing trademark – later forced change.
- Utility bill older than 2 months.
- Not filing INC-20A within 180 days – penalty and possible strike-off.
- Not appointing the first auditor in time.
- Treating the company bank account as personal.
Key takeaway
SPICe+ makes incorporation quick, but the first 180 days decide whether the company starts clean. Plan the name, office, capital and post-incorporation filings together. Our company and LLP team handles incorporation and first-year compliance for founders in Delhi and abroad.
Official references
Provisions discussed (summaries in our Law Library):
- Companies Act, 2013 – Section 7: Incorporation
- Companies Act, 2013 – Section 10A: Commencement of business
Official sources to verify the current text, notifications and circulars:
Frequently asked questions
How many directors and shareholders does a private company need?
At least two directors and two shareholders (the same persons can be both). At least one director must have stayed in India for 182 days or more in the previous calendar year.
Is there a minimum capital requirement?
No. There is no minimum paid-up capital for a private company. MCA filing fees are nil for authorised capital up to ₹15 lakh; stamp duty varies by State.
How long does incorporation take?
Typically 7–15 working days after name approval, if documents are in order and the forms are not resubmitted.
What is INC-20A?
The declaration for commencement of business, to be filed within 180 days of incorporation, confirming that subscribers have paid the subscription money. A company cannot start business or borrow before filing it.
Do I need GST registration at the time of incorporation?
Only if required (turnover threshold, inter-State supply, etc.). SPICe+ allows applying for GSTIN along with incorporation through AGILE-PRO-S.
Can a foreign national be a director?
Yes, with DIN, passport and apostilled documents, provided at least one director meets the 182-day Indian residency test.
Is a physical office needed at the time of incorporation?
An address for correspondence can be given, but a registered office must be established within 30 days and verified (INC-22 if not given in SPICe+).
Can the company name be changed later?
Yes, by special resolution and ROC approval, subject to name availability rules.
This article is general information on the law as on 10 November 2026, written for educational purposes. It is not professional advice for your case. Section numbers under the Income-tax Act, 2025 should be confirmed with the official section mapping on the Income Tax Department website before use in filings.
Have a tax, GST or business question?
Call, WhatsApp or email CA Dilbagh Singh and team, from Delhi, anywhere in India or abroad.