Asked about forming, incorporating, or registering a company in India.
Accountant-reviewed — general reference, not personal advice
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Accountant-reviewed. Reviewed by Mayur Deokar (615638) on Jun 6, 2026. Review does not create a client relationship and is not a guarantee for any specific taxpayer or transaction.
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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
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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Review status
Accountant-reviewed
Reviewed by a named licensed practitioner against the stated sources, as general reference material.
Accountant-reviewed · Guide version 10
Reviewed by Mayur Deokar · 6 June 2026
A named accountant reviewed this complete Guide version within the stated scope. It is not a guarantee.
View review record →Other India computations in the OpenAccountants Tax Library.
Rendered from the facts database · facts last reviewed Jun 6, 2026. General reference only — confirm with a qualified professional before acting.
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