Companies Act, 2013 • SPICe+ (INC-32) & AGILE-PRO-S

Private Company Registration

Comprehensive Private Limited Company registration on MCA V3. Get end-to-end support for name reservation, SPICe+ filing, DIN, PAN, TAN, e-MoA, e-AoA, and mandatory ROC compliances.

CA Due Diligence
Official Portal Filing
State Stamp Advisory
Private Company Registration Statutory Advisory
Statutory Filing
MCA & Tax Practice
Relevant RegulatorCentral Registration Centre (CRC), Registrar of Companies (ROC)

MCA V3 Official Portal (Ministry of Corporate Affairs)

The official Government of India portal for company registration, SPICe+ e-filing, e-MoA, e-AoA, Director Identification Numbers (DIN), and ROC statutory administration.

STATUTORY OVERVIEW

Private Company Registration (MCA SPICe+)

A Private Limited Company (Pvt Ltd) is India’s most recognized, credible, and investor-preferred corporate entity. Regulated by the Ministry of Corporate Affairs (MCA) under the Companies Act, 2013, it provides shareholders with limited liability, separate legal entity status, perpetual succession, and the ability to raise venture capital or bank debt. At H A V N & COMPANY, our Chartered Accountants and corporate advisory team manage your incorporation filings on the MCA V3 portal—from DSC issuance and name reservation to obtaining your Certificate of Incorporation (COI), PAN, TAN, and completing mandatory post-incorporation statutory compliances.

Statutory & Practice Summary • At-A-Glance
ICAI UDIN Authentication Mandate
Governing Framework

Companies Act, 2013 • SPICe+ (INC-32) & AGILE-PRO-S

Regulatory Authority

Ministry of Corporate Affairs (MCA), Government of India

Professional Assurance

Chartered Accountants Attestation under ICAI Standards & Code of Ethics

DOCUMENTATION MATRIX

Mandatory Documents Checklist

Self-attested scanned copies required
1. Promoters / Partners / Directors KYC
  • ✓Permanent Account Number (PAN) Card of all proposed Directors and Shareholders (Mandatory)
  • ✓Identity Proof: Aadhaar Card / Valid Passport / Voter ID / Driving License
  • ✓Residential Address Proof: Bank Statement / Electricity Bill / Telephone Bill (not older than 2 months)
  • ✓Class 3 Digital Signature Certificate (DSC) for all subscribers and directors
  • ✓Passport-sized colour photographs with clear white background
  • ✓Consent to act as Director in Form DIR-2 and non-conviction affidavit in Form INC-9
2. Registered Office & Premises Proof
  • ✓Proof of Registered Office Address: Latest Electricity Bill / Gas Bill / Water Bill (less than 2 months old)
  • ✓Registered Rent Agreement / Lease Deed on appropriate state non-judicial stamp paper
  • ✓Signed No-Objection Certificate (NOC) from the legal property owner permitting corporate use
  • ✓Jurisdictional Police Station details for the registered office premises

3. Specific Statutory Declarations & Enclosures

  • •National Industrial Classification (NIC) Code corresponding to the proposed business activities
  • •Proposed Authorized Capital and Subscribed Share Capital breakdown among promoters
  • •Board Resolution and Authorization (if a subscribing shareholder is an existing body corporate)
PROCEDURAL ROADMAP

Step-by-Step Filing & Approval Process

Structured execution roadmap managed by our Chartered Accountants from pre-filing due diligence to certificate allotment.

01Day 1–2

Name Clearance & Strategy

Entity structuring, comprehensive MCA V3 and IP India trademark conflict search, followed by RUN reservation.

02Day 2–3

DSC & Charter Drafting

Class 3 DSC token issuance, custom drafting of Main Object clauses in Form INC-33, and governance by-laws in Form INC-34.

03Day 3–5

SPICe+ Part B & AGILE-PRO-S

Integrated web-form submission for DIN allocation, PAN, TAN, GSTIN, EPFO, ESIC, and corporate bank pre-approval certified by CA.

04Day 5–7

COI Allotment & INC-20A

Central Registration Centre grants Certificate of Incorporation (CIN). Assisting with capital deposit and Form INC-20A business commencement.

Key Advantages of Incorporating a Private Limited Company

Limited Liability Protection: Personal assets of directors and shareholders remain safe; liabilities are strictly limited to the unpaid face value of shares held.
Separate Legal Entity: The company enjoys its own independent legal identity, capable of owning assets, acquiring debts, entering into commercial contracts, and instituting legal suits in its own name.
High Credibility & Ease of Funding: Banks, institutional lenders, angel investors, and venture capitalists prefer Private Limited entities for equity funding and commercial credit.
Perpetual Succession: The existence of the company continues uninterrupted irrespective of changes in management, retirement, insolvency, or death of shareholders.
Tax Benefits & Deductions: Private companies can take advantage of concessional corporate tax rates (such as Section 115BAA), allowable business expense deductions, and startup exemptions under DPIIT.
Basic Incorporation Threshold: Requires only a minimum of 2 directors (with at least 1 resident Indian) and 2 shareholders (up to 200). There is no mandatory minimum paid-up capital requirement.

A Private Limited Company offers the ideal legal foundation for entrepreneurs, startups, and growing enterprises looking for long-term scalability and financial security:

Complete List of MCA Forms for Incorporation (Step-by-Step)

1. SPICe+ Part A: Name Reservation Form

Step 1 • RUN Web Form

The initial step for company incorporation on MCA V3. It is used to apply for reservation of a unique name for the proposed company through the Central Registration Centre (CRC).

  • •Submit up to 2 proposed names in order of preference.
  • •Must specify the Main Business Objects and appropriate National Industrial Classification (NIC / Industrial Activity) Code.
  • •Names must strictly comply with Rule 8 of the Companies (Incorporation) Rules, 2014, and must not infringe on existing company names or registered trademarks.
  • •Approved name remains reserved for 20 days from the date of approval for completing subsequent incorporation filings.

2. SPICe+ Part B: Integrated Incorporation Web-Form

Step 2 • Form INC-32

The primary, comprehensive web-form that combines several regulatory applications into a single unified submission.

  • •Company Profile: Captures entity type, authorized capital, subscribed capital, and ROC state jurisdiction.
  • •Registered Office Address: Details of the company’s official communication address with jurisdictional police station.
  • •Director Identification Number (DIN): Facilitates direct allocation of DIN for up to 3 proposed directors who do not currently possess a DIN.
  • •Subscribers & Directors Data: Captures PAN, Aadhaar, residential proof, occupation, and shareholding percentages of all promoters.
  • •Direct PAN & TAN Application: Automatically generates electronic PAN and TAN applications routed to the Income Tax Department (CBDT).

3. Form INC-33: Electronic Memorandum of Association (e-MoA)

Step 3 • Statutory Charter

The fundamental constitutional charter that defines the scope, purpose, and legal boundaries of the company's activities.

  • •Specifies the Name Clause, Situation/State Clause, and Capital Clause.
  • •Itemizes the Main Objects of the company to be pursued upon incorporation.
  • •Details matters considered necessary or ancillary in furtherance of the Main Objects.
  • •Contains the subscriber sheet digitally signed by all promoters via their Digital Signature Certificates (DSC).

4. Form INC-34: Electronic Articles of Association (e-AoA)

Step 3 • Internal By-laws

The internal governance document containing rules, regulations, and operational by-laws for managing the company's day-to-day affairs.

  • •Sets guidelines for share capital, share allotment, transfer of shares, and calls on shares.
  • •Governs rules for holding Board Meetings, Annual General Meetings (AGM), and Extraordinary General Meetings (EGM).
  • •Defines the powers, duties, voting rights, qualifications, and remuneration of the Board of Directors.
  • •Outlines procedures for accounts, audit, dividends, reserves, common seal, and winding up.

5. Form INC-35 (AGILE-PRO-S): Multi-Registration Clearance

Step 4 • Single-Window Web Form

A mandatory linked e-form enabling new companies to simultaneously secure 6 key statutory registrations without visiting multiple separate portals.

  • •GSTIN Registration: Application for Goods and Services Tax Identification Number (optional if turnover is below statutory threshold).
  • •EPFO Registration: Mandatory Employee Provident Fund Organisation registration for employer compliance.
  • •ESIC Registration: Mandatory Employee State Insurance Corporation employer registration.
  • •Profession Tax (PT) Registration: Mandatory for companies registered in states like Maharashtra, Karnataka, Gujarat, etc.
  • •Corporate Bank Account: Direct selection of designated scheduled bank (e.g., ICICI, HDFC, SBI, Kotak, Axis, PNB) for automated current account opening.
  • •Shops & Establishment Registration: Integrated labor license registration for select eligible states.

6. Form INC-9: Declaration by Subscribers and First Directors

Step 4 • Mandatory Affidavit

A statutory electronic declaration generated automatically on the MCA portal and digitally signed by every promoter and director.

  • •Certifies that the subscriber/director has not been convicted of any offense related to the promotion, formation, or management of any company.
  • •Confirms that they have not been declared guilty of fraud, misfeasance, or breach of duty under the Companies Act during the preceding 5 years.
  • •Affirms that all documents filed with the ROC for company incorporation contain true, correct, and complete information.

7. Form DIR-2 & Supporting Consents

Step 5 • Statutory Consents

Mandatory written declarations and authorizations attached with SPICe+ Part B.

  • •Form DIR-2: Formal written consent from each proposed director pursuant to Section 152(5) of the Companies Act, confirming their willingness to act as a director.
  • •Proof of Identity & Address: Self-attested copies of PAN cards, identity proofs, and address proofs of all promoters.
  • •Board Resolution: Required if an existing corporate entity or LLP is subscribing to shares in the new company.

8. Form INC-22: Verification of Registered Office (If Applicable)

Step 5 • Office Notice

Notice of situation or change of situation of the registered office pursuant to Section 12(2) of the Companies Act.

  • •If the permanent registered office address is provided with utility bill and NOC inside SPICe+ Part B, filing Form INC-22 separately is NOT required.
  • •If only a temporary correspondence address was provided during initial incorporation, Form INC-22 must be filed with the ROC within 30 days of the incorporation date.

9. Form INC-20A: Declaration for Commencement of Business

Step 6 • Mandatory Post-Incorporation

A mandatory post-incorporation compliance under Section 10A of the Companies Act, 2013 that must be completed before commencing commercial business.

  • •Mandatory Filing Window: Must be filed within 180 days from the date of incorporation.
  • •Capital Verification: Directors must certify that every subscriber has deposited their committed share capital into the company's newly opened corporate bank account.
  • •Attachment: Proof of capital deposit (bank account statement showing credited share application money).
  • •Registered Office Physical Verification: Photograph of the registered office premises showing external view with company name board.
  • •Important Consequence: The company cannot start commercial billing, enter contracts, or exercise borrowing powers until Form INC-20A is approved by the ROC.

On the MCA V3 portal, the company incorporation process is unified under the SPICe+ (SPICe Plus / Form INC-32) integrated web-form ecosystem alongside mandatory linked e-forms. Here is the complete list of statutory forms and what each entails at every step:

Mandatory Document Checklist for Company Registration

A. Documents for Directors & Shareholders (Indian Nationals)

All documents must be self-attested and clearly legible.

  • •PAN Card: Mandatory Permanent Account Number card of each director and shareholder (name and date of birth must match government records).
  • •Identity Proof (Any 1): Valid Passport, Voter ID Card, or Driving License.
  • •Residential Address Proof (Any 1 - Not older than 2 months): Bank Account Statement with latest transaction entries, Electricity Bill, Mobile/Telephone Bill, or Water Bill showing the promoter’s name and current residential address.
  • •Photograph: Recent passport-size photograph in high resolution.
  • •Contact Details: Active personal Mobile Number and personal Email ID (linked to Aadhaar for OTP verification).
  • •Digital Signature Certificate (DSC): Class-3 DSC with cryptographic USB token for electronic signing (facilitated by our team).

B. Documents for Foreign Nationals / NRI Promoters (If Applicable)

Required when foreign citizens or non-resident Indians are directors or shareholders.

  • •Passport: Valid foreign passport (Mandatory).
  • •Address Proof: Driving license, foreign bank statement, or government-issued residence permit.
  • •Attestation Requirement: Documents must be notarized in the home country, apostilled (for Hague Convention countries), or consularized by the Indian Embassy.

C. Documents for Company Registered Office Premises

Legal proof verifying the company's official correspondence address.

  • •Proof of Address (Not older than 2 months): Latest Electricity Bill, Piped Gas Bill, Water Bill, or Property Tax Paid Receipt in the property owner’s name.
  • •No Objection Certificate (NOC): Signed letter from the legal property owner authorizing the company to use the premises as its registered corporate office.
  • •Tenancy / Ownership Proof: Valid Rent Agreement or Lease Deed between the owner and the promoter/director (if rented), or Sale Deed / Conveyance Deed (if owned).
  • •Residential Premises Allowed: The registered office can legally be located at a commercial property or a director's residential address.

D. Statutory Consents & Affidavits

Corporate drafting prepared by our professional team for digital signature.

  • •Form DIR-2 (Consent to act as Director).
  • •Form INC-9 (Affidavit and declaration of non-conviction).
  • •Board Resolution & Authorization Letter (if an existing body corporate, firm, or LLP is a subscriber).

For incorporation on the MCA portal, promoters must keep the following documents ready before filing:

Step-by-Step Incorporation Workflow

Step 1 • Profile & Structure Assessment: We review your business model, shareholding pattern, authorized capital, and draft compliant business object clauses.
Step 2 • Digital Signature Certificates (DSC): We obtain Class-3 DSCs for all proposed directors and subscribers.
Step 3 • Name Reservation (SPICe+ Part A): We perform comprehensive MCA and trademark availability checks and secure name approval from CRC.
Step 4 • Drafting Legal Charters: Preparation of customized e-MoA (INC-33) and e-AoA (INC-34) tailored to your operational requirements.
Step 5 • SPICe+ Part B & AGILE-PRO-S Filing: We file the complete integrated e-dossier, complete with DIN allocation, PAN, TAN, and multi-service clearances, certified by a practicing Chartered Accountant / Company Secretary.
Step 6 • Issuance of Certificate of Incorporation (COI): The Registrar of Companies (ROC) issues your COI containing your Corporate Identification Number (CIN), along with PAN and TAN letters.
Step 7 • Bank Account Activation & Form INC-20A: We assist in activating your corporate bank account, depositing share capital, and filing Form INC-20A for statutory business commencement.

From preliminary paperwork to the delivery of your incorporation kit, our structured process ensures systematic execution and rigorous compliance:

ONGOING GOVERNANCE

Mandatory Post-Registration Compliances

Failing to complete statutory post-incorporation actions carries steep daily penalties. Our CA firm manages continuous compliance:

Board Minutes / Sec 173Within 30 Days of Incorporation

First Board Meeting

Convening the inaugural Board meeting, taking note of incorporation, and approving bank operations.

Form ADT-1 / Sec 139Within 30 Days of Incorporation

Statutory Auditor Appointment

Appointment of the first statutory Chartered Accountant firm to audit annual financial statements.

Form INC-20A / Sec 10AWithin 180 Days of Incorporation

Commencement of Business Declaration

Mandatory e-filing with bank subscription deposit proof before beginning commercial billing or borrowing.

Form SH-1 / State Stamp ActWithin 60 Days of Allotment

Issue of Share Certificates & State Stamp Duty

Physical/electronic issuance of stamped share certificates to subscribers in accordance with the state stamp act.

FREQUENTLY ASKED QUESTIONS

Statutory FAQs & Practical Guidance

Frequently asked questions and procedural guidance regarding Private Company Registration.

How much government fee is charged by MCA for incorporating a Private Limited Company?
Under Rule 38 of the Companies (Incorporation) Rules, 2014, the Ministry of Corporate Affairs charges ₹0 MCA ROC filing fee for SPICe+ (INC-32), e-MoA, and e-AoA for companies with authorized capital up to ₹15 Lakhs. However, State Stamp Duty remains payable as per the respective State Stamp Act of the registered office state (e.g., Delhi, Maharashtra, Punjab, Haryana, Karnataka, etc.), alongside name reservation (₹1,000 for RUN) and PAN/TAN nominal processing charges.
Can a residential flat or rented home be used as the company's registered office?
Yes, the MCA permits registering a residential property or rented residence as the company's official registered office. You only need to provide a recent utility bill (electricity, water, or gas bill not older than 2 months), the registered rent agreement, and a signed No-Objection Certificate (NOC) from the landlord or property owner.
Is having a commercial office mandatory before incorporating?
No. You do not need a commercial storefront or commercial lease. A residential premises is fully acceptable for obtaining the Certificate of Incorporation (COI). You can later shift your registered office to a commercial space by filing Form INC-22 with the ROC.
Can a salaried individual become a director in a Private Limited Company?
Legally, the Companies Act does not prohibit a salaried employee from becoming a director. However, you must examine your employment agreement, appointment letter, and human resource policies to verify whether your employer allows outside directorships or commercial ownership.
What is Form INC-20A and why is it critical for every new company?
Form INC-20A is a mandatory declaration of commencement of business filed under Section 10A of the Companies Act, 2013, within 180 days of incorporation. It proves that the promoters have deposited their agreed share capital into the company's current account. A company cannot start commercial transactions, raise loans, or issue invoices until INC-20A is successfully filed.
What are the minimum requirements to form a Private Limited Company?
You need a minimum of 2 directors (at least 1 must be a resident of India who has stayed in India for not less than 182 days during the financial year) and 2 shareholders (directors can also be shareholders). There is no minimum paid-up capital threshold under Indian law.
STATUTORY ADVISORY DESK • PRACTICE INQUIRIES

Statutory Inquiries & Practice Advisory

Information on Private Company Registration is provided for general reference. Office addresses and contact details are listed on the Contact page.