MCA incorporation, DIN & DSC

Category: Business Registration. From ₹14,999. Typical timeline: 7–10 days.

Overview

A Private Limited Company is the most common structure for Indian startups and growing businesses because it separates the founders’ personal liability from the company’s debts, allows equity fundraising from investors, and gives the business a distinct legal identity that survives changes in ownership. Incorporation is done entirely online through the MCA’s SPICe+ (INC-32) form, which bundles company incorporation, PAN, TAN, and (optionally) GST, EPFO, ESIC, Professional Tax and a bank account request into a single filing.

Who needs it

• Founders planning to raise equity funding from angel investors, VCs or family offices
• Businesses that want limited liability protection for owners’ personal assets
• Teams applying for Startup India (DPIIT) recognition, which requires a Pvt Ltd, LLP or registered partnership
• Anyone planning an ESOP pool for early employees, which requires share capital

Eligibility

• Minimum 2 and maximum 200 shareholders
• Minimum 2 directors (at least one must be resident in India for 182+ days in the previous financial year)
• No minimum paid-up capital requirement (₹1 is legally sufficient, though most companies start with ₹1,00,000–₹10,00,000)
• A registered office address in India (residential address is acceptable with a No-Objection Certificate)
• All directors and shareholders must have a PAN; foreign nationals need a valid passport

Documents required

• PAN card of all directors and shareholders (mandatory for Indian nationals)
• Aadhaar card / voter ID / passport / driving licence (identity proof)
• Latest bank statement, electricity bill or mobile bill (address proof, not older than 2 months)
• Passport-size photographs of all directors
• Registered office proof — electricity bill/property tax receipt + rent agreement or NOC from the owner
• DSC (Digital Signature Certificate) for all proposed directors — we can issue this in 1–2 days if you don’t already have one

Process

1. Name reservation (SPICe+ Part A) — Propose up to 2 names checked against the MCA and trademark databases for availability; reserved names are valid for 20 days.
2. Digital Signature Certificates — Class 3 DSCs are issued for all proposed directors — required to digitally sign the incorporation forms.
3. SPICe+ Part B filing — A single integrated form covering incorporation, DIN allotment for up to 3 directors, PAN, TAN, and (optionally) GST/EPFO/ESIC/Professional Tax/bank account, along with eMOA (INC-33) and eAOA (INC-34).
4. RoC review & Certificate of Incorporation — The Registrar of Companies verifies the filing and, once satisfied, issues the Certificate of Incorporation (COI) along with PAN and TAN — this is the company’s legal birth certificate.
5. Post-incorporation banking & compliance kickoff — Open a current account using the COI, PAN and board resolution, then track the 180-day Commencement of Business deadline in your Kanoons client portal.

Government fees

• Authorized capital up to ₹15,00,000: Nil (SPICe+ fee exemption currently in force)
• Authorized capital above ₹15,00,000: Slab-based under the Companies (Registration Offices and Fees) Rules, 2014 — we calculate and quote the exact amount before filing
• Stamp duty on MOA/AOA: Varies by state (typically ₹200–₹1,500+) — computed automatically during SPICe+ filing
• DSC (per director): ₹1,499 — see our Digital Signature Certificate service

Professional fee

₹6,999 professional fee, in addition to government fees, stamp duty and DSC charges shown above.

Timeline

7–10 working days from the day we receive complete, correctly signed documents — most of the elapsed time is RoC processing, not paperwork.

Deliverables

• Certificate of Incorporation (COI)
• Company PAN and TAN
• e-MOA and e-AOA (Memorandum & Articles of Association)
• Digital Signature Certificates for all directors
• Director Identification Numbers (DIN) for up to 3 directors
• Editable board resolution templates for bank account opening

Frequently asked questions

Can I incorporate a Private Limited Company with just one other co-founder?

Yes — the legal minimum is 2 shareholders and 2 directors, and one person can hold both roles as long as there are 2 distinct individuals in total.

Do I need an office address to register?

You need a registered office address in India, which can be a residential address. You’ll need a No-Objection Certificate from the property owner if it isn’t owned by a director or the company.

How long does the whole process actually take?

Typically 7–10 working days once DSCs are issued and documents are submitted, though RoC processing times can vary during high-filing periods.

What happens if I don’t file Commencement of Business (INC-20A) in time?

The company cannot legally start business or borrow money until INC-20A is filed. Missing the 180-day deadline attracts a ₹50,000 penalty on the company and ₹1,000/day (up to ₹1,00,000) on every officer in default, and the RoC can initiate strike-off proceedings.

Can a foreign national or NRI be a director?

Yes, but at least one director on the board must be an Indian resident (present in India for 182+ days in the previous financial year).

Common mistakes

• Choosing a proposed name that’s already trademarked in a related class — this triggers rejection even if the MCA name search shows it as available
• Using a registered office address without the owner’s NOC in hand — a common cause of RoC resubmission
• Forgetting to file INC-20A (Commencement of Business) within 180 days
• Not appointing a statutory auditor (ADT-1) within 30 days of incorporation
• Under-capitalising the company and then struggling to justify expenses without a formal loan or capital-infusion paper trail

Penalties for non-compliance

• Late AOC-4 or MGT-7: ₹100 per day of delay, with no upper cap
• Missed DIR-3 KYC: DIN deactivated + flat ₹5,000 reactivation fee
• Missed INC-20A (180-day Commencement of Business): ₹50,000 on the company + ₹1,000/day (up to ₹1,00,000) per officer in default
• Failure to appoint an auditor: RoC can compound the offence and levy penalties on the company and every officer in default

Legal references

• Companies Act, 2013 — Sections 3, 4, 7 and 12 (incorporation, memorandum, registered office)
• Companies Act, 2013 — Section 10A (Commencement of Business)
• Companies (Incorporation) Rules, 2014
• Companies (Registration Offices and Fees) Rules, 2014

Client reviews

Kanoons helped us register our Pvt Ltd company in record time. Highly responsive team!Rahul T., Tech Founder