Private Limited Company Registration in India (2026): The Steps

What SPICe+ actually is

SPICe+ (Simplified Proforma for Incorporating Company Electronically Plus) replaced the old multi-form process in 2020. Under the Companies Act, 2013, new incorporations are filed through this web-based form rather than standalone paper filings. The form has two parts: Part A for name reservation and Part B for the full incorporation details, including PAN, TAN, GSTIN, ESIC, EPFO registration, and bank account opening — all in one go.

You file SPICe+ at mca.gov.in under the MCA21 portal. Non-resident directors may encounter slower processing because physical document attestation adds time; Indian-resident promoters with valid DSCs can generally complete Part B the same day Part A is approved.

Step 1 — Get a Digital Signature Certificate (DSC)

Every director or subscriber who signs the SPICe+ form must hold a Class 3 DSC. These are issued by government-licensed Certifying Authorities listed on the Controller of Certifying Authorities (CCA) website. Common providers include eMudhra, Sify, and NSDL e-Governance.

The DSC is linked to a physical USB token. Expect to pay between ₹1,000 and ₹2,500 per token depending on the provider and the validity period (one or two years). Bring a passport-sized photo, proof of identity (Aadhaar or passport), and proof of address. Verification for Indian residents is typically done via video call or in-person at an RA (Registration Authority) office; processing takes one to three working days.

Foreign nationals need an apostilled or notarised copy of their passport. Processing for foreign-director DSCs tends to take five to seven days.

Step 2 — Obtain a Director Identification Number (DIN)

Every proposed director needs a DIN under Section 153 of the Companies Act, 2013. The DIN is a unique eight-digit number tied to the director for life. If a director already has a DIN from a previous company — even a defunct one — they reuse it; do not apply for a new one.

Since the SPICe+ overhaul, first-time directors get their DIN allotted automatically during the incorporation process itself (via the DIR-3 integration in Part B). There is no separate form to file unless a person wants a DIN before incorporation. The DIN allotment is free when done through SPICe+.

A director who has a DIN but has not filed DIR-3 KYC for the relevant year will find their DIN deactivated. Reactivation requires filing DIR-3 KYC online with the late fee of ₹5,000 before the incorporation can proceed.

Step 3 — Reserve the company name (Part A of SPICe+)

Part A of SPICe+ lets you propose up to two names in order of preference. The name must not be identical or deceptively similar to an existing company, registered trademark, or prohibited word under the Companies (Incorporation) Rules, 2014. MCA's RUN (Reserve Unique Name) feature, now embedded within SPICe+, checks name availability in real time.

Practical naming rules to keep in mind:

• The name must end with "Private Limited" (abbreviated forms are not permitted on legal documents)
• Generic descriptors alone — "India Finance Private Limited," for example — are frequently rejected; add a distinctive element
• Names resembling government bodies or implying endorsement by official agencies require prior approval from the relevant ministry

Part A approval comes within one to two working days. If MCA rejects both names, you file Part A again with fresh proposals; when Part A is filed on its own, each filing carries the ₹1,000 name-reservation fee, and an approved name is reserved for 20 days.

Step 4 — Draft the MOA and AOA

The Memorandum of Association (MOA) defines the company's objects clause and the states in which it will operate. The Articles of Association (AOA) govern internal management — voting rights, director appointment, dividend policy, share transfer restrictions, and more. Under the Companies Act, 2013, both documents are mandatory.

For a private company, MCA provides standard Table F articles (for companies with share capital). Founders can adopt Table F in full or adopt a modified version. SPICe+ lets you attach a custom AOA as a linked form (INC-33 for MOA, INC-34 for AOA). Founders who want tighter share-transfer restrictions or veto rights for specific investor classes typically draft bespoke articles rather than adopting Table F verbatim.

If you need a starting point for your articles, a free Articles of Association template for India covers standard share-capital provisions and can be adapted before filing.

Step 5 — File Part B of SPICe+

Part B of SPICe+ pulls together:

• Subscriber details (name, address, DIN, DSC)
• Share capital structure (authorised and subscribed capital)
• Registered office address (or a declaration that the address will be provided within 30 days of incorporation)
• Linked forms: INC-33 (MOA), INC-34 (AOA), INC-9 (declaration by subscribers and directors), DIR-2 (consent to act as director)
• AGILE-PRO-S — a sub-form within SPICe+ that simultaneously applies for GSTIN, ESIC, EPFO, professional tax, and a bank account opening request

All signatories must affix their DSC digitally. Once signed, the package uploads to the MCA portal, where the system validates it. Errors trigger a resubmission requirement without additional government fee for the first resubmission.

ROC fees in 2026

Government fees depend on authorised capital. The Registrar of Companies (ROC) charges are set under the Companies (Registration Offices and Fees) Rules, 2014. Under those rules, the government filing fee for SPICe+ is nil for companies with authorised capital up to ₹15,00,000; such companies pay only state stamp duty plus ₹66 for PAN and ₹65 for TAN in the SPICe+ challan. Most startups incorporate with ₹1 lakh authorised capital and pay zero government incorporation filing fee. For companies above ₹15 lakh authorised capital, slab charges apply under the Annexure to the Fees Rules.

Professional fees charged by Company Secretaries or chartered accountants for managing the end-to-end filing typically range from ₹5,000 to ₹25,000 for a straightforward incorporation with two directors and standard capital.

Stamp duty is a state-level charge applied on the MOA and AOA. Rates vary: Maharashtra levies ₹500 on the MOA for most private companies; Karnataka applies different slabs. Verify the applicable state schedule before finalising the authorised capital figure, since higher capital triggers higher stamp duty in most states.

Certificate of Incorporation timeline

Once Part B is submitted without defects, the ROC processes and issues the Certificate of Incorporation (COI) electronically. In 2026, MCA targets a seven-working-day turnaround under the National Business Reform Action Plan, though simpler filings with clean documentation often receive the COI within three to five working days. Defect notices pause the clock; the applicant has fifteen days to cure a defect before MCA can treat the application as abandoned.

The COI carries the Corporate Identification Number (CIN) — a 21-character alphanumeric code that uniquely identifies the company. From the date on the COI, the company legally exists and can open bank accounts, sign contracts, and issue shares to subscribers.

PAN and TAN are issued automatically alongside the COI for companies registered through SPICe+. GSTIN requires a separate Aadhaar-authenticated application through the GST portal unless the company opted into AGILE-PRO-S during SPICe+ filing.

Common mistakes that slow the process

Mismatched name spelling between the DSC and PAN or Aadhaar is the single most frequent reason for defect notices. Every field — first name, middle name, surname — must exactly match the government ID on record. Even a missing middle initial triggers rejection.

Registered office address issues are the second common hold-up. The address must be verifiable; utility bills or lease agreements more than two months old are rejected. If you are using a rented space, attach a no-objection certificate from the landlord alongside the rent agreement.

Directors who activate their DIN through DIR-3 KYC for the first time must complete Aadhaar-linked OTP verification on the MCA portal. Delays in Aadhaar linkage — common when the mobile number on record with UIDAI is inactive — can block the entire filing.

After incorporation

Within 180 days of the date of incorporation, the company must file INC-20A (Declaration of Commencement of Business) if it has share capital. Skipping this declaration attracts a penalty under Section 10A of the Companies Act, 2013, and prevents the company from borrowing or exercising borrowing powers. The ROC fee for INC-20A is ₹200 for companies with authorised capital below ₹1 lakh (₹300 from ₹1 lakh to ₹4,99,999).

Annual compliance starts from the financial year of incorporation: holding at least one Annual General Meeting, filing AOC-4 (financial statements) and MGT-7A (annual return for small companies), and maintaining statutory registers. A private company needs at least two members and two directors; a sole founder must instead incorporate a One Person Company, which has different compliance thresholds — worth checking before choosing the structure.

Forms Legal. (2026). Private Limited Company Registration in India (2026): The Steps. Forms Legal. https://forms-legal.com/blog/private-limited-company-registration-in-india-2026-mca-portal-din-dsc-and-roc-fees-step-by

"Private Limited Company Registration in India (2026): The Steps." Forms Legal, 2026, https://forms-legal.com/blog/private-limited-company-registration-in-india-2026-mca-portal-din-dsc-and-roc-fees-step-by.

Forms Legal. "Private Limited Company Registration in India (2026): The Steps." Forms Legal, 2026. https://forms-legal.com/blog/private-limited-company-registration-in-india-2026-mca-portal-din-dsc-and-roc-fees-step-by.

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