What SPICe+ actually is
SPICe+ (Form INC-32) is the Ministry of Corporate Affairs' integrated incorporation form, split into Part A (name reservation) and Part B (everything else — incorporation details, Director Identification Number allotment, and, through the linked AGILE-PRO-S form, PAN, TAN, GSTIN, EPFO, ESIC, and Professional Tax registration where applicable, in a single combined submission). It replaced a longer sequence of separate filings, but the underlying decisions — entity type, directors, capital structure, registered office — all still have to be made correctly before it's filed, not fixed afterward.
Step 1 — Decide the structure
A private limited company needs a minimum of two directors and two shareholders (who can be the same two people), and at least one director who has stayed in India for a total of 182 days or more in the previous financial year, under Section 149(3) of the Companies Act, 2013. A single founder acting alone forms a One Person Company (OPC) instead — a different structure with its own conversion rules once turnover or capital crosses prescribed limits.
Step 2 — Digital signatures and director IDs
Every proposed director and subscriber who will sign the e-forms needs a Digital Signature Certificate (DSC) — the electronic equivalent of a wet signature, issued by a licensed certifying authority. Director Identification Numbers (DIN) for up to a small number of proposed directors are then applied for directly within Part B of SPICe+ itself; there's no separate DIN application needed at this stage.
Step 3 — Reserve a name
Part A of SPICe+ lets you propose up to two names, checked against existing company and LLP names and against registered trademarks under the naming rules in the Companies (Incorporation) Rules, 2014. Approval is usually quick if the name is genuinely distinctive — the most common rejection reason isn't a duplicate company name, it's a name that's confusingly similar to an existing registered trademark in an unrelated industry.
Step 4 — Draft the MoA and AoA
The Memorandum of Association (MoA) sets out what the company exists to do and its capital structure; the Articles of Association (AoA) sets its internal governance rules. Companies eligible for the electronic format can generate these as eMoA/eAoA (Forms INC-33/34) directly within SPICe+. Companies that aren't eligible — commonly where a subscriber is a foreign national without an Indian DSC, a corporate body, or where there are more than seven subscribers — file physical, signed (and where relevant, notarized or apostilled) versions instead.
Step 5 — File Part B, with the registered office and subscriber documents
Part B is filed with the subscriber's statement in Form INC-9, proof of the registered office (a utility bill no older than two months, plus a no-objection letter from the property owner or a rent/lease agreement), and identity and address proof for every director and subscriber — apostilled where they're based outside India. This is filed with the Registrar of Companies for the state the registered office sits in, which is also why the stamp duty on the MoA and AoA varies from state to state.
Step 6 — What comes back
If the Registrar is satisfied, it issues the Certificate of Incorporation (CoI) bearing the company's Corporate Identity Number (CIN) — with PAN and TAN allotted automatically at the same time. If something in the filing needs correcting, the Registrar raises a resubmission query instead, usually with a short window to fix and refile rather than starting over.
Step 7 — The clock that starts after incorporation
Incorporation isn't the finish line. The first board meeting has to be held within 30 days under Section 173(1). The subscribed share capital has to actually be deposited into a company bank account. And within 180 days, the company has to file Form INC-20A — the declaration of commencement of business — without which it cannot legally start operating or borrow money. Missing that filing is itself a compliance default, and left long enough, it's one of the grounds the Registrar can use to treat the company as fit to be struck off.
Where incorporations actually get delayed
- A proposed name collides with an existing trademark — not a company name — in a completely different industry.
- Registered-office documents don't quite match what's declared in the filing, which is one of the more common resubmission triggers.
- Assuming the e-MoA/e-AoA route always applies, when a foreign or corporate subscriber actually requires the physical, notarized route.
- Forgetting Form INC-20A entirely, and only discovering months later that the company was never legally able to commence business.
Frequently asked
What documents are needed to register a private limited company in India?
PAN and identity/address proof for every proposed director and subscriber, a passport-size photograph, proof of the registered office (a recent utility bill plus either a no-objection letter from the property owner or a rent/lease agreement), and — for any subscriber or director outside India — a notarized or apostilled copy of their passport and address proof.
Do I need a physical registered office before I incorporate?
Yes. Every company needs a registered office address at the time of incorporation, or has to notify one within 30 days. It does not need to be commercial space — a residential address works, provided the utility bill and the owner's no-objection letter (or a rent agreement) are in order.
How much does it cost to register a private limited company in India?
It's a mix of components rather than one flat fee: government incorporation fees (nominal, and often nil for smaller authorized capital under the current fee rules), state-specific stamp duty on the MoA and AoA — which genuinely varies by the state of the registered office — Digital Signature Certificate costs for each signing director, and professional fees for drafting and filing. Anyone quoting one flat number for “company registration in India” without asking which state the registered office is in usually hasn't checked the stamp duty.
Can I incorporate a company in India without being physically present?
Generally yes. Once a Digital Signature Certificate is issued, the SPICe+ filing itself is entirely electronic. A director or subscriber based outside India typically needs their identity and address documents notarized (and apostilled, if the country is a Hague Convention member) rather than needing to travel — this is a routine part of setting up an Indian subsidiary from abroad.