Business Registrations & Compliance#077

Understanding Company incorporation — SPICe+

At a glance

Jurisdiction

Central — Ministry of Corporate Affairs (MCA), applicable across India

Who applies

Promoters and subscribers wishing to incorporate a new Private Limited Company or Public Limited Company under the Companies Act, 2013

Typical time

3–7 working days from submission of error-free SPICe+ form

Fee

Government fee varies by authorised share capital: Nil for authorised capital up to ₹15 lakh (for states with zero-fee scheme); otherwise ₹500 – ₹2,000 + stamp duty as per state. Professional fees (CA/CS) extra.

Who should use this process

✓Minimum 2 directors (Private Limited) or 3 directors (Public Limited); at least one must be a resident of India (stayed in India for 182+ days in previous calendar year)
✓Minimum 2 shareholders (Private Limited) or 7 shareholders (Public Limited)
✓Each proposed director must have or obtain a Director Identification Number (DIN) and Digital Signature Certificate (DSC)
✓Company name must be unique and comply with the Companies (Incorporation) Rules, 2014
✓Registered office address in India must be declared at the time of or within 30 days of incorporation

Who does NOT need to apply

✕Section 8 companies (not-for-profit), Nidhi companies, and Producer companies use separate forms / procedures
✕Foreign companies or subsidiaries may have additional FEMA/RBI compliance requirements not covered by SPICe+ alone
✕Companies with more than 7 directors cannot have all DINs allotted via SPICe+ (only up to 3 new DINs per SPICe+)

Documents required

#	Document	Type needed	Purpose
1	Memorandum of Association (MoA) — INC-33 (eMoA)	Download / Print	Defines the company's constitution, name, registered office state, objects, and subscriber details; filed as eMoA through SPICe+
2	Articles of Association (AoA) — INC-34 (eAoA)	Download / Print	Governs internal management and regulations of the company; filed as eAoA through SPICe+
3	Digital Signature Certificate (DSC) of each director/subscriber	Soft copy (PDF)	Required to digitally sign SPICe+, eMoA, eAoA, and AGILE-PRO-S forms on the MCA portal
4	PAN card of each director and subscriber	Self-attested Copy	Identity proof for directors and shareholders; linked to DIN application
5	Aadhaar card or passport of each director and subscriber	Self-attested Copy	Identity and address proof for directors and shareholders
6	Proof of registered office address (utility bill not older than 2 months)	Self-attested Copy	Establishes the registered office of the company as required under Section 12 of the Companies Act
7	No-Objection Certificate (NOC) from owner of registered office premises(optional)Required if the registered office is not owned by the company or a director	Original	Confirms the owner's consent to use the premises as registered office
8	Consent to act as director — INC-9 (auto-generated)	Download / Print	Declaration by each subscriber and first director in lieu of affidavit; auto-generated within SPICe+

Original documents: Carry originals only for in-person visits — do not hand them over permanently unless explicitly required.

Step-by-step guide

1
Obtain DSC for all proposed directors and subscribers
Offline
Each director and subscriber must obtain a Class 3 Digital Signature Certificate from a MCA-empanelled Certifying Authority (CA) before starting the SPICe+ process. DSC is used to digitally sign MCA forms.
1–3 dayshttps://www.mca.gov.in/content/mca/global/en/mca/digital-signature.html
2
Reserve company name via RUN (Reserve Unique Name) or Part A of SPICe+
Online
Log in to the MCA21 v3 portal, navigate to MCA Services > Company Services > SPICe+, and fill Part A to reserve up to two name choices. Alternatively use the standalone RUN service. Check name availability using MCA's name search tool before applying.
1–2 days for approvalhttps://www.mca.gov.in/mcafoportal/showlogin.do
3
Fill and submit SPICe+ Part B with AGILE-PRO-S
Online
After name approval, fill Part B of SPICe+ covering director details, registered office, subscriber details, and share capital. Simultaneously fill AGILE-PRO-S to apply for PAN, TAN, EPFO registration, ESIC registration, GST registration (optional), and bank account opening in one integrated form. Attach eMoA (INC-33) and eAoA (INC-34).
1 day to prepare and uploadhttps://www.mca.gov.in/mcafoportal/showlogin.do
4
Pay government fee and stamp duty
Online
On submission, the MCA portal auto-calculates the applicable government filing fee based on authorised share capital and the state of registered office. Pay stamp duty for MoA and AoA electronically (where e-stamping is integrated) or affix physical stamps in states that require it.
Same day
5
ROC scrutiny and processing
Offline
The Registrar of Companies (ROC) of the relevant state reviews the SPICe+, eMoA, eAoA, and AGILE-PRO-S forms for completeness and compliance. ROC may raise queries (SRN resubmission required) or approve directly.
2–5 working daysRegistrar of Companies (ROC)https://www.mca.gov.in
6
Certificate of Incorporation (CoI) issued
Online
Upon approval, the ROC issues the Certificate of Incorporation digitally, containing the Corporate Identification Number (CIN). PAN and TAN are auto-generated and emailed. The company is now legally incorporated.
Same day as ROC approval
7
Post-incorporation compliances
Both
Open a company bank account, print name and CIN on all stationery, hold the first board meeting within 30 days, issue share certificates within 60 days, file INC-20A (Declaration of Commencement of Business) within 180 days of incorporation.
Within 180 days of CoI

Government officers involved

Registrar of Companies (ROC)

Ministry of Corporate Affairs, Office of the Regional Director / ROC

Steps 2, 5, and 6

Reviews SPICe+ filing, raises queries if needed, and issues the Certificate of Incorporation

Central Registration Centre (CRC) officer

MCA — Central Registration Centre, Manesar

Step 2 (RUN name approval)

Approves or rejects proposed company names under the RUN / SPICe+ Part A service

Government portals

MCA21 v3 Portal

https://www.mca.gov.in

Filing SPICe+, eMoA, eAoA, AGILE-PRO-S; downloading CoI; all MCA e-services

MCA Name Search

https://www.mca.gov.in/mcafoportal/showCheckCompanyName.do

Checking availability of proposed company name before filing RUN or SPICe+ Part A

Income Tax PAN portal (NSDL / UTI)

https://www.onlineservices.nsdl.com/paam/endUserRegisterContact.html

PAN is auto-allotted via AGILE-PRO-S; individual director PAN verification

Things to watch out for

Name rejection due to similarity or undesirable words

MCA rejects names that are identical or closely similar to existing companies, LLPs, or trademarks, or that contain words like 'National', 'Government', 'Insurance', or 'Bank' without prior approval. Prepare 2–3 unique name options and check the MCA name search before applying.

DSC mismatch causes form rejection

The name on the DSC must exactly match the name on the PAN card. Any mismatch causes form rejection at submission. Ensure DSC is obtained with the same name as on PAN/Aadhaar.

Stamp duty is state-specific and must not be overlooked

Stamp duty on MoA and AoA varies by state and by authorised share capital. Some states require physical stamp papers or e-stamps. Underpayment of stamp duty can delay incorporation or attract penalties later during audits.

INC-20A mandatory before commencing business

After incorporation, a Private or Public Limited company must file Form INC-20A (Declaration of Commencement of Business) within 180 days, after depositing the minimum subscription amount in the company's bank account. Non-filing attracts a penalty of ₹50,000 and may result in strike-off.

AGILE-PRO-S GST registration requires a valid GSTIN-linked address

If you opt for GST registration through AGILE-PRO-S, ensure the registered office address is complete and verifiable. Any address mismatch between SPICe+ and AGILE-PRO-S can cause GST application to fail, requiring a separate GSTN application later.