Forming, incorporating, or registering a company in India.
Accountant-authored. Written and published by Mayur Deokar, an accountant approved on OpenAccountants. Their licence number (615638) is published on their profile, so you can check it against the register yourself. No second accountant has attested to this version yet. General reference material, not advice on your specific facts; don't file, pay, or take a position on it without a professional reviewing your situation.
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Every figure is drawn from this Guide and cited to its source.
Paid-up capital
≤ ₹10 croreCompanies Act s 2(85)
Turnover
≤ ₹100 croreCompanies Act s 2(85)
Exemptions
No cash flow statement, no CARO, no auditor rotationCompanies Act
Pvt Ltd — min directors
2 directors + 2 shareholdersCompanies Act 2013
Pvt Ltd — min capital
₹1 lakh authorised (no statutory paid-up min)Companies Act 2013
OPC — founders
1 + 1 nomineeCompanies Act s 2(62)
LLP — min partners
2 designated partnersLLP Act 2008
Public Ltd — paid-up
No minimum paid-up capital requirementCompanies Amendment Act 2015
Resident director
At least 1 director resident 182+ days in IndiaCompanies Act s 149(3)
Domestic company (new regime)
22% + surcharge + cess = ~25.17% effectiveITA s 115BAA
New manufacturing (set up after Oct 2019)
15% + surcharge + cess = ~17.16%ITA s 115BAB
AGM deadline
6 months from FY-end (30 September)Companies Act s 96
AOC-4 (financial statements)
30 days from AGMCompanies Act s 137
MGT-7A (annual return)
60 days from AGMCompanies Act s 92
DIR-3 KYC
30 September annuallyMCA rules
Late filing penalty
₹100/day of delay (no cap)Companies Act s 403
Small Company (s 2(85)) — Paid-up capital
≤ ₹10 croreCompanies Act s 2(85)
Small Company (s 2(85)) — Turnover
≤ ₹100 croreCompanies Act s 2(85)
Small Company (s 2(85)) — Exemptions
No cash flow statement, no CARO, no auditor rotationCompanies Act
DSC requirement
Class 3 DSC required for each proposed director; Cost: ₹1,000--₹2,000 per person; Issued by licensed Certifying Authorities (e.g., eMudhra, Sify, NSDL); Processing: 1--3 days
Name reservation process
Apply via MCA V3 portal using RUN (Reserve Unique Name) form; Fee: ₹1,000; Can propose up to 2 names; valid for 20 days if approved; Name must include "Private Limited" at the end
SPICe+ integrated form contents
Integrated form that handles: Incorporation application; DIN (Director Identification Number) allotment (up to 3 directors); PAN and TAN application; GST registration (optional); EPFO (Employees' Provident Fund) registration; ESIC (Employees' State Insurance) registration; Bank account opening request. Attach: MoA (INC-33), AoA (INC-34), declarations, ID/address proofs, registered office proof. Pay government fees + stamp duty online
MCA processing
ROC verifies documents and approves; Certificate of Incorporation (CoI) issued with company PAN, TAN, and CIN; Typically 7--10 working days from filing
Bank account opening
CoI triggers bank account opening (applied via AGILE-PRO-S in SPICe+); Deposit initial share capital
Share certificate issuance
Must be issued within 60 days of incorporation; Maintain statutory registers
R-IN-F1 -- No Indian-resident director
At least one director must have been resident in India for at least 182 days in the preceding calendar year. A company cannot be incorporated without this. Foreign founders must appoint a qualifying resident director.
R-IN-F2 -- Ignoring annual compliance
Indian companies face heavy penalties for non-filing: ₹100/day for late annual return, disqualification of directors after 3 years of non-filing (s164(2)), and potential strike-off by ROC.s164(2)
R-IN-F3 -- DIR-3 KYC missed
Every director must file DIR-3 KYC annually by 30 September. Missing this results in DIN deactivation (₹5,000 penalty to reactivate) and inability to file any MCA forms.
R-IN-F4 -- Shell company formation
MCA actively identifies and strikes off shell companies under s248. This skill will not assist in forming a company with no genuine business activity. Dormant company status (s455) exists for genuine temporary inactivity.s248; s455
R-IN-F5 -- Authorised capital too low
Starting with ₹1 lakh authorised capital is common, but increasing it later costs ₹15,000+ in fees. If the business plan requires significant capitalisation, advise higher authorised capital upfront.
Rendered from the canonical facts model. General reference only — confirm with a qualified professional before acting.
Reviewed against the cited tax authorities by Mayur Deokar on 2026-06-06.
Items flagged for further clarification are tracked separately and excluded here.
This block is generated from verified skill_facts — edit the facts, not the prose.
Quick Reference
| Field | Value |
|---|---|
| Country | India (Republic of India) |
| Currency | INR |
| Company registrar | Ministry of Corporate Affairs (MCA) / Registrar of Companies (ROC) -- mca.gov.in |
| Key legislation | Companies Act, 2013; LLP Act, 2008 |
| Typical formation time | 7--15 working days (SPICe+ online) |
| Corporate tax rate | 22% + surcharge + cess (~25.17% effective, new regime); 15% for new manufacturing companies |
| Skill version | 1.0 |
Entity Types Comparison
| Feature | Sole Proprietorship | LLP (Limited Liability Partnership) | OPC (One Person Company) | Private Limited (Pvt Ltd) | Public Limited |
|---|---|---|---|---|---|
| Legal personality | No | Yes | Yes | Yes | Yes |
| Liability | Unlimited | Limited to contribution | Limited | Limited | Limited |
| Min. founders | 1 | 2 designated partners | 1 (+ 1 nominee) | 2 directors + 2 shareholders | 3 directors + 7 shareholders |
| Min. capital | N/A | No minimum | ₹1 lakh (authorised) | ₹1 lakh (authorised) | ₹5 lakh (paid-up) |
| Tax treatment | Personal | Partnership tax (30% flat or new regime) | Corporate | Corporate | Corporate |
| FDI (100% automatic) | N/A | Restricted sectors only | Yes (most sectors) | Yes (most sectors) | Yes |
| Admin burden | Very low | Low--Medium | Medium | High | Very High |
| Audit required | If turnover > ₹1 crore | If turnover > ₹40 lakh or contribution > ₹25 lakh | If turnover > ₹2 crore or paid-up > ₹50 lakh | Mandatory | Mandatory |
Recommended default: Private Limited Company (Pvt Ltd) for startups and businesses seeking funding. LLP for professional firms and partnership structures.
Capital Requirements
| Entity Type | Min. Authorised Capital | Min. Paid-Up Capital | Payment Timing | In-Kind Contributions |
|---|---|---|---|---|
| Pvt Ltd | ₹1 lakh (commonly used) | No statutory minimum paid-up | On or after incorporation | Not permitted at incorporation via SPICe+ (cash subscription only initially) |
| OPC | ₹1 lakh | No statutory minimum paid-up | On or after incorporation | Same as Pvt Ltd |
| Public Ltd | ₹5 lakh (paid-up minimum) | ₹5 lakh | On or after incorporation | Permitted (valuation report required) |
| LLP | No minimum | No minimum | Per LLP agreement | Permitted |
Note: There is no statutory minimum paid-up capital for Pvt Ltd since the Companies (Amendment) Act 2015 removed the ₹1 lakh paid-up requirement. However, authorised capital of ₹1 lakh is standard practice as it determines filing fees and stamp duty.
Costs Breakdown
| Cost Component | Amount (INR) | Notes |
|---|---|---|
| DSC (per director, 2 directors) | ₹2,000--₹4,000 | Class 3 digital signature |
| RUN name reservation | ₹1,000 | Non-refundable |
| SPICe+ filing fee (up to ₹1 lakh authorised capital) | ₹500 | Scales with authorised capital |
| SPICe+ filing fee (₹1--₹5 lakh authorised capital) | ₹4,000 | |
| INC-22 (registered office) | ₹400 | |
| AGILE-PRO-S | ₹600 | |
| Stamp duty (MoA + AoA) | ₹200--₹12,600 | Varies dramatically by state |
| PAN and TAN | ₹0 | Issued via SPICe+ |
| Total government fees | ₹4,700--₹18,600 | Depending on state and capital |
| Professional fees (CA/CS) | ₹3,000--₹15,000 | Optional; recommended |
| Total all-in | ₹7,700--₹30,000 |
State Stamp Duty Variation (Select States)
| State | Approximate Stamp Duty (₹1 lakh capital) |
|---|---|
| Maharashtra | ₹2,500--₹5,000 |
| Delhi | ₹1,000--₹2,000 |
| Karnataka | ₹5,000--₹6,000 |
| Tamil Nadu | ₹3,000--₹4,000 |
| Jammu & Kashmir | ₹100--₹200 |
| Madhya Pradesh | ₹10,000--₹12,600 |
Annual Maintenance
| Item | Cost (INR) |
|---|---|
| ROC annual return (MGT-7A) | ₹200--₹400 |
| Financial statements filing (AOC-4) | ₹200--₹400 |
| Income tax return | Included in accountant fees |
| Accountant / CS fees | ₹15,000--₹50,000/year |
| Statutory audit (mandatory) | ₹10,000--₹50,000/year |
| Director KYC (DIR-3 KYC) | Free (if on time); ₹5,000 (if late) |
Post-Formation Compliance
| Obligation | Deadline | Authority |
|---|---|---|
| Annual return (MGT-7A) | Within 60 days of AGM | ROC (MCA) |
| Financial statements (AOC-4) | Within 30 days of AGM | ROC (MCA) |
| AGM (Annual General Meeting) | Within 6 months of financial year-end (first AGM within 9 months of incorporation) | Internal |
| Board meetings | Minimum 4 per year (gap ≤ 120 days) | Internal |
| Income tax return | 31 October (if audit required) / 31 July (otherwise) | Income Tax Department |
| GST returns | Monthly (GSTR-1, GSTR-3B) or quarterly (QRMP) | GST portal |
| TDS returns | Quarterly | Income Tax Department |
| DIR-3 KYC (director verification) | 30 September annually | MCA |
| Statutory audit | Mandatory for all companies | ICAI-registered CA |
Certificate of Incorporation (CoI) MoA and AoA PAN card of company Board resolution for account opening ID and address proof of all directors Proof of registered office SPICe+ application (bank account request embedded)
3--7 days (with SPICe+ bank integration) 1--2 weeks (manual process)
State Bank of India (SBI), HDFC Bank, ICICI Bank, Axis Bank (major) Kotak Mahindra, IndusInd (private sector) RazorpayX, Open (neo-banking for startups)
Foreign Founder Considerations
| Question | Answer |
|---|---|
| Non-resident directors allowed? | Yes, but at least 1 director must be resident in India (stayed in India for ≥182 days in the previous calendar year) |
| DIN for foreign directors | Obtainable via SPICe+ with passport and foreign address proof |
| DSC for foreign nationals | Available from Indian Certifying Authorities via video KYC |
| 100% FDI allowed? | Yes, in most sectors under automatic route; some sectors require government approval |
| Physical presence required? | Not for incorporation (online via MCA portal); resident director must be physically present in India |
| Apostille requirements | Foreign documents require apostille + notarised translation |
| FEMA compliance | FDI inflows must comply with FEMA regulations; FC-GPR filing within 30 days of allotment |
| Repatriation of profits | Permitted under automatic route for most sectors (subject to transfer pricing) |
Timeline
| Step | Duration | Cumulative |
|---|---|---|
| Obtain DSC for directors | 1--3 days | Day 1--3 |
| Reserve name (RUN) | 2--3 days | Day 3--6 |
| Prepare MoA, AoA, and supporting documents | 2--5 days | Day 5--11 |
| File SPICe+ on MCA portal | 1 day | Day 6--12 |
| ROC processing | 5--10 working days | Day 11--22 |
| Certificate of Incorporation + PAN + TAN | Same as ROC approval | Day 11--22 |
| Open bank account | 3--7 days | Day 14--29 |
| GST registration (if applied via AGILE) | 3--7 working days | Day 14--29 |
| Ready to trade | ~2--4 weeks |
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