AS | Ankit Sarawagi|Founder, CFOmatrix·June 2026·16 min read | Updated Jun 2026 |
- A Private Limited company is registered via SPICe+ (INC-32) on mca.gov.in: Part A reserves the name, Part B does the incorporation and bundles DIN, PAN, TAN, EPFO, ESIC, PT and a bank account.
- A Pvt Ltd needs 2 directors and 2 shareholders; at least one director must be resident in India. There is no minimum paid-up capital.
- Resident incorporation costs about ₹6,000 to ₹15,000 and takes 7 to 15 working days; non-resident is pricier and takes 3 to 4 weeks due to apostille and FC-GPR.
- The 180-day post-incorporation checklist (share certificates, stamp duty, auditor, board meeting, paid-up capital, INC-20A) is where most founders slip up.
- After incorporation you may need GST, Professional Tax, Shops and Establishment, DPIIT, Udyam, PF and ESI, plus a basic accounting and payroll stack.
| ₹6-15k Typical all-in cost of a basic resident incorporation | 7-15 days Working days for resident incorporation (longer for non-resident) | 180 days Deadline to file INC-20A before you can start business |
To keep this concrete we will follow one company: Brewly, a D2C coffee startup with two co-founders in Bengaluru and one investor based in Singapore. We will use Brewly to show how registration, costs and the post-incorporation steps differ when a non-resident is on the cap table.
Choosing the Right Structure Before You Register
Before any company registration in India, you choose a legal structure, and that single decision shapes your compliance, taxes and fundability for years. For most startups that plan to raise equity, the answer is a Private Limited company. The two main alternatives are a One Person Company (OPC) and a Limited Liability Partnership (LLP).
The quick test: if you have co-founders and intend to take outside investment or grant ESOPs, choose Private Limited. If you are a solo founder who wants limited liability without partners, an OPC works. If you are a services or professional firm that will not raise venture capital, an LLP is lighter to run.
| Private Limited | OPC | LLP | |
|---|---|---|---|
| Owners needed | 2 shareholders | 1 member | 2 partners |
| Directors / partners | 2 directors | 1 director | 2 partners |
| Can raise equity / VC | Yes, the standard | No (must convert) | Hard, rarely funded |
| Compliance load | Higher | Medium | Lower |
One rule applies to every structure: at least one director (or designated partner) must be resident in India, meaning they stayed in India for 182 days or more. We unpack the full comparison in our dedicated guide on Private Limited vs LLP vs OPC.
Brewly has two founders plus a Singapore investor and plans to raise a seed round, so a Private Limited company is the obvious choice. An LLP would have blocked equity investment and an OPC only allows one member.
How to Register a Company in India: The SPICe+ Process
A Private Limited company is registered through SPICe+ (Form INC-32) on the MCA portal, an integrated form filed in two parts. Part A reserves your name; Part B handles the actual incorporation and bundles a long list of registrations into one filing. Here is the sequence.
| Get a DSC for each director |
Every proposed director and subscriber needs a Digital Signature Certificate (DSC) to sign the e-forms. Residents get one quickly with PAN and Aadhaar based verification; non-residents need apostilled or notarized documents first, which adds time.
| Reserve the name (SPICe+ Part A) |
Log in to mca.gov.in and reserve the company name in Part A. You can propose two names. Pick something distinctive and not too close to an existing company or trademark, or it gets rejected.
| File incorporation (SPICe+ Part B) |
In Part B you enter capital, registered office and director details and attach the constitutional documents: the MOA (INC-33), the AOA (INC-34) and the INC-9 declaration. The same filing applies for DIN, PAN, TAN, EPFO, ESIC, Professional Tax (in Maharashtra) and a bank account through AGILE-PRO-S (INC-35). One form, many registrations.
| Pay fees and receive the Certificate of Incorporation |
Pay the MCA fee (nil on authorized capital up to ₹15 lakh for small companies), state stamp duty and any professional charges, then submit the signed forms. The Registrar issues the Certificate of Incorporation carrying your CIN, along with PAN and TAN. You are now a company.
Part A names it, Part B incorporates it. Remember the three documents: MOA is INC-33, AOA is INC-34, the declaration is INC-9, and AGILE-PRO-S is INC-35 for the bundled registrations.
The full attachment list and form-by-form walkthrough lives in our deep-dive on the SPICe+ form explained.
Documents, Cost and Timeline (Resident vs Non-Resident)
Company registration in India is cheaper and faster than most founders expect, but the numbers change sharply once a non-resident founder or shareholder is involved. Here is what you need, what it costs and how long it takes.
Documents you need
- For each director and shareholder: PAN and Aadhaar (residents) or passport (non-residents), a passport-size photo, and address proof.
- For the registered office: a recent utility bill plus a No Objection Certificate (NOC) from the owner. A home address or a virtual office is fine.
- For non-residents: all foreign documents must be apostilled or notarized in the home country before filing.
Grab our free company registration document checklist so nothing is missed before you start.
Cost and timeline at a glance
| Resident founders | Non-resident founders | |
|---|---|---|
| All-in cost | ~₹6,000 to ₹15,000 (basic) | Higher (apostille, notarization) |
| Timeline | ~7 to 15 working days | ~3 to 4 weeks or more |
| MCA fee (capital up to ₹15 L) | Nil for small companies | Nil for small companies |
| Stamp duty | State-specific | State-specific |
| Extra step | None | FC-GPR with RBI after allotment |
On capital, always separate the two numbers: authorized capital is the ceiling you are allowed to issue, while paid-up capital is what is actually issued and paid in. There is no minimum paid-up capital (that rule was removed in 2015), so you can start small.
Stamp duty on incorporation and on share certificates is state-specific, so the same company costs different amounts in Maharashtra versus Karnataka. Treat any flat package price as an estimate and verify current fees on mca.gov.in.
Registering With Foreign Founders: FEMA and FC-GPR
A non-resident can be both a director and a shareholder in an Indian company, but two things change: at least one director must be resident in India (182 days or more), and any investment from abroad triggers FEMA reporting to the Reserve Bank of India.
The key extra step is FC-GPR. When you allot shares to a non-resident, the company must file Form FC-GPR with the RBI on the FIRMS portal within 30 days of allotment. You will need the FIRC (Foreign Inward Remittance Certificate) and KYC from your bank, and the shares must be issued at a FEMA-compliant price (not below fair value).
For Brewly, the Singapore investor means three things: apostilled documents at incorporation (so plan for 3 to 4 weeks, not 2), one of the two co-founders must be the India-resident director, and FC-GPR must be filed within 30 days of allotting the investor’s shares. Missing FC-GPR is a common, avoidable FEMA breach that surfaces later in due diligence.
The complete foreign-founder playbook, including subsidiary structures, is covered in registering an Indian company as a foreign founder.
The Post-Incorporation 180-Day Checklist
The Certificate of Incorporation is the start, not the finish. The Companies Act sets a series of deadlines in the first 180 days, and these are the most commonly missed obligations for new founders. Here is the timeline.
| Deadline | What you must do |
|---|---|
| Within 30 days | Hold the first board meeting; appoint the first auditor and file ADT-1 |
| As funds come in | Deposit the subscribed paid-up capital into the company bank account |
| Within 60 days | Issue share certificates to all shareholders |
| Within 30 days of issue | Pay stamp duty on the share certificates (rate is state-specific) |
| Within 30 days of allotment | File FC-GPR with the RBI for any non-resident shareholders |
| Within 180 days | File INC-20A (declaration of commencement of business) |
You should also maintain your statutory registers, file DIR-3 KYC for every director annually, and confirm your registered office. If you did not give an office address at incorporation, file INC-22 within 30 days. Founders and contractors should also assign their IP (code, designs, brand) to the company, because if a founder personally owns it, investors flag it in due diligence.
INC-20A is non-negotiable. Until you file it (within 180 days), the company legally cannot start business or borrow money. Late filing carries penalties for the company and every director. Treat it as a hard deadline, not a formality.
Use our free post-incorporation compliance checklist to track every deadline, and read the full walkthrough in what to do after incorporation.
Registrations to Take and the Finance Stack to Set Up
After incorporation, a few more registrations apply depending on what you sell, where, and how many people you employ. Not all of these are mandatory on day one, so take them as triggers arrive.
| Registration | When it applies |
|---|---|
| GST | Mandatory above ₹40 lakh turnover (goods) or ₹20 lakh (services), or for inter-state supply and e-commerce; otherwise voluntary (about 7 working days) |
| Professional Tax | Only in some states; PTEC for the company, PTRC for employees |
| Shops & Establishment | State or municipal; register soon after you start operating |
| EPF (Provident Fund) | Mandatory at 20 employees |
| ESI | Mandatory at 10 employees with wages up to ₹21,000 a month |
| DPIIT / Startup India | Free, online; under 10 years old, turnover under ₹100 crore, innovative and scalable |
| Udyam (MSME) | Free, online and instant |
On the finance side, set up a simple, reliable stack early: accounting software for clean books, a basic payroll system once you hire, a process to file GST and TDS on time, and a monthly MIS so you always know your cash and runway. You do not need a CFO on day one, but you do need clean numbers from the start. Our companion CFO and finance-function guide covers how that function grows with you.
Apply for DPIIT recognition and Udyam early. Both are free and online, and DPIIT unlocks tax benefits, easier compliance and access to government schemes that are genuinely useful for a young startup.
Should I Incorporate Now or Wait? India vs Abroad
Two questions come up constantly: when to incorporate, and whether to do it in India or abroad. Short answer: incorporate when there is something real to protect, and incorporate in India unless you have a specific, investor-driven reason not to.
Incorporate now if
- You are taking outside money or signing a term sheet.
- You are signing contracts, leases or partnerships in the company name.
- You are hiring, or building shared IP with co-founders.
- You want Startup India, DPIIT or grant eligibility.
You can wait if
- You are a solo founder still validating an idea, with no money and no contracts.
- You would only be incorporating to feel official, because a company brings real annual compliance and cost.
On India versus incorporating abroad (the common one is a Delaware or Singapore parent): for a startup whose customers, team and revenue are in India, an Indian company is simpler, cheaper and avoids round-tripping and transfer-pricing headaches. Foreign or flip structures usually make sense only when a specific investor requires it or your market is genuinely global from day one. Get advice before flipping, because reversing it later is painful and expensive.
“The hard part of company registration in India is not getting the certificate. It is the 180 days after it: the auditor, the share certificates, the stamp duty and INC-20A. That is where founders quietly fall out of compliance.”
Ankit Sarawagi, CFOmatrixFrequently Asked Questions
How do I do company registration in India?
Company registration in India for a Private Limited company is done online on the MCA portal using the SPICe+ form (INC-32). You reserve the name in Part A, file incorporation details in Part B with the MOA (INC-33), AOA (INC-34) and INC-9 declaration, and bundle DIN, PAN, TAN, EPFO, ESIC, Professional Tax and a bank account through AGILE-PRO-S (INC-35). Each director needs a Digital Signature Certificate. Resident incorporation usually takes about 7 to 15 working days. Verify current fees on mca.gov.in.
How much does company registration in India cost?
The MCA charges no registration fee on authorized capital up to ₹15 lakh for small companies. You still pay state-specific stamp duty, DSC costs and professional fees. All-in cost is typically about ₹6,000 to ₹15,000 for a basic resident incorporation, and more with a professional package. Non-resident founders pay more because foreign documents must be apostilled or notarized. Verify current figures on mca.gov.in.
How long does it take to register a company in India?
For resident founders, incorporation usually takes about 7 to 15 working days once documents are ready. For non-resident or foreign founders it takes about 3 to 4 weeks or more, because foreign documents must be apostilled or notarized before they can be filed.
What documents are needed for company registration in India?
Each director and shareholder needs PAN and Aadhaar (residents) or passport (non-residents), a photo, and address proof. The company needs proof of the registered office (a recent utility bill plus a No Objection Certificate from the owner). Non-resident documents must be apostilled or notarized. A residential or virtual office address is acceptable.
Is there a minimum capital required to register a company in India?
No. The minimum paid-up capital requirement was removed in 2015. You only declare an authorized capital (the ceiling you can issue) and a paid-up capital (what is actually issued and paid in), which can be small. Always distinguish authorized capital from paid-up capital.
Can a foreigner or non-resident register a company in India?
Yes. A non-resident can be a director and shareholder, but at least one director must be resident in India (stayed 182 days or more). Foreign documents must be apostilled or notarized, which makes the process slower and pricier. After shares are allotted to a non-resident, the company must file FC-GPR with the RBI on the FIRMS portal within 30 days, with the FIRC and KYC from the bank, at a FEMA-compliant price.
What must I do after company registration in India?
Within set deadlines you must hold the first board meeting (30 days), appoint the first auditor and file ADT-1 (30 days), deposit the paid-up capital into the company bank account, issue share certificates (60 days) and pay stamp duty on them (30 days of issue), and file INC-20A, the declaration of commencement of business, within 180 days. You cannot start business or borrow until INC-20A is filed. Non-resident allotments also need FC-GPR within 30 days.
Should I incorporate my startup now or wait?
Incorporate when you are taking outside money, signing contracts in the company name, hiring, building shared IP with co-founders, or applying for grants and Startup India benefits. If you are still validating an idea alone with no money or contracts, you can wait. A company brings real annual compliance, so do not incorporate purely to feel official.
Fees, thresholds and timelines are general guidance for India as of 2026 and vary by state, capital and case. This is general information, not legal advice. Verify current fees and rules on mca.gov.in and speak to a qualified professional about your specific situation.
- 1. Private Limited vs LLP vs OPC: Which Structure to Choose
- 2. How to Register a Company in India (SPICe+)
- 3. Company Registration Cost & Documents in India
- 4. Company Registration in India for Foreigners & NRIs
- 5. Post-Incorporation Compliances: The First 180 Days
- 6. Registrations to Get After Company Incorporation
- 7. Commonly Missed Post-Incorporation Compliances
- 8. Best Accounting Software for Startups in India
- 9. Best Payroll Software for Startups in India
- 10. Finance Team: In-House vs Outsourced
AS | Founder, CFOmatrix | Finance Strategy & Equity Compliance CFOmatrix is a knowledge platform focused on how finance actually works inside growing companies. Every insight is shaped by real operating experience across startups and growth-stage companies, including cross-border setups. |