Procedure for Incorporation of Company: A Comprehensive Legal Guide

Starting a business in India involves more than just an idea and a name—it requires proper legal recognition under the Companies Act, 2013. Understanding the procedure for incorporation of company is the first and most crucial step toward building a compliant and scalable enterprise. Whether you are an entrepreneur, investor, or professional advisor, a clear understanding of each step ensures a smooth registration process and avoids legal roadblocks.

What is Incorporation of a Company?

The incorporation of a company refers to the legal process by which a company is registered and recognized as a separate legal entity under Indian law. It allows the business to operate independently, own property, sue or be sued in its name, and comply with regulatory requirements.

This process is governed by the Companies Act, 2013 and regulated by the Ministry of Corporate Affairs (MCA) through the Registrar of Companies (RoC).

Types of Companies Eligible for Incorporation

Before initiating the procedure, it’s essential to choose the right structure based on business goals:

Step-by-Step Procedure for Incorporation of a Company in India

  1. Obtain Digital Signature Certificate (DSC)

A Digital Signature Certificate (DSC) is required for proposed directors and subscribers to sign electronic documents on the MCA portal. It’s issued by certified agencies and is the first mandatory step.

  1. Apply for Director Identification Number (DIN)

DIN is a unique identification number allotted to individuals intending to become directors in a company. DIN is applied through SPICe+ form at the time of incorporation.

  1. Name Approval via RUN or SPICe+

Choose a unique company name and apply for approval through:

  • RUN (Reserve Unique Name) or
  • Part A of SPICe+ form

The name must not resemble any existing company or registered trademark.

  1. Filing SPICe+ Form (Part A & Part B)

SPICe+ is an integrated web-based form that covers:

  • Name reservation
  • Incorporation application
  • PAN & TAN allotment
  • GST, ESIC, EPFO registration (optional)
  • Professional tax (in select states)

Part A: Name reservation
Part B: Incorporation and related registrations

  1. Prepare MOA and AOA
  • MOA (Memorandum of Association): States the company’s objectives and scope.
  • AOA (Articles of Association): Defines the company’s internal rules and management structure.

Both are filed electronically in e-MOA (INC-33) and e-AOA (INC-34) formats.

  1. Declaration of Registered Office (Form INC-22)

You must provide a registered office address for receiving official communication. This can be submitted with incorporation or within 30 days post incorporation.

  1. Declaration by Directors and Subscribers (Form INC-9)

All directors and subscribers are required to sign a declaration confirming their compliance with the Companies Act.

  1. Issuance of Certificate of Incorporation

Upon approval of SPICe+ and related documents, the Registrar of Companies (RoC) issues the Certificate of Incorporation (COI). This includes:

  • CIN (Corporate Identification Number)
  • PAN and TAN
  • Date of incorporation

Documents Required for Incorporation

  1. Identity Proof: PAN, Aadhaar, Passport (for foreign nationals)
  2. Address Proof: Bank statement, electricity bill
  3. Proof of Registered Office: Rent agreement or ownership deed with utility bill
  4. Photographs and signatures of promoters
  5. NOC from property owner (if rented)

Key Compliance After Incorporation

  • Form INC-20A: Declaration of commencement of business (within 180 days)
  • Board Meeting & Appointment of Auditor
  • Issue Share Certificates
  • Opening Company Bank Account
  • Accounting & GST Registration (if applicable)
  • ROC Annual Filings (AOC-4, MGT-7)

Benefits of Proper Incorporation

  • Legal recognition and limited liability
  • Improved brand credibility
  • Access to bank loans and funding
  • Eligibility for government schemes (like Startup India)
  • Clear corporate governance structure

Common Mistakes to Avoid

  • Using an already registered or trademarked name
  • Incomplete or incorrect documentation
  • Delay in filing post-incorporation forms
  • Ignoring local state registrations (e.g., Shops & Establishment Act)
  • Choosing the wrong business structure

FAQs on Procedure for Incorporation of Company

  1. How long does it take to incorporate a company in India?
    Typically 7–10 working days if all documents are accurate and complete.
  2. Is GST registration mandatory during incorporation?
    It’s optional during incorporation and can be applied later when turnover crosses the threshold.
  3. Can I reserve a name without filing incorporation documents?
    Yes, using the RUN service or Part A of SPICe+, valid for 20 days.
  4. Do all directors need DIN before incorporation?
    No, DIN can be allotted during SPICe+ filing for up to 3 directors.
  5. Is a physical office necessary for registration?
    Yes, a valid address proof and NOC from the owner are required.
  6. Can a foreign national be a director or shareholder?
    Yes, subject to identity and address proof being notarised and apostilled.
  7. What is the minimum capital requirement for Pvt Ltd company?
    There is no minimum capital requirement under the Companies Act, 2013.
  8. Is professional help necessary for incorporation?
    While not mandatory, professional assistance ensures accurate filings and legal compliance.
  9. Can I start operations immediately after incorporation?
    Yes, but filing of Form INC-20A (commencement of business) is mandatory before business activities.
  10. What happens if there is an error in SPICe+ submission?
    The MCA portal will allow resubmission with corrections based on the remarks received.

Need Help With Your Company Incorporation?

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