Company Registration Cost in India FY 2026-27: State-wise Stamp Duty × Authorised Capital Matrix

The cost of incorporating a private limited company in India has two different components that are often mixed together: a national MCA charge and a state-level stamp-duty charge. MCA fees are paid to the Ministry of Corporate Affairs. Stamp duty is paid to the state or Union Territory in which the registered office is situated. The authorised share capital, not the amount actually paid into the bank on day one, is the main capital variable.

For a standard two-director private limited company, a realistic FY 2026-27 planning budget is usually ₹6,000–₹30,000 in government and statutory outlay, plus ₹8,000–₹25,000 for professional work, and ₹1,500–₹2,000 for each Class 3 DSC. A high-authorised-capital structure, foreign subscriber, unusual objects, rejected proof of office, or a second filing can take the total materially higher.

The matrix below is a planning tool, not a substitute for the e-stamp calculation generated by the state. Several states calculate the MoA and AoA duty by different articles, instruments, minimums, ceilings, or rounding rules. Where a rate is not stated with confidence, the table shows a range and says so. That is safer than presenting a number which a state treasury would reject.

Why the state changes the price

The MCA portion is national. It covers incorporation filing and, where applicable, the fee associated with authorised capital under the Companies (Registration Offices and Fees) Rules, 2014. The state portion is stamp duty on instruments such as the memorandum of association, articles of association, and, for an LLP, the LLP agreement. The relevant Stamp Act is generally the law of the state in which the registered office or agreement is executed or adjudicated.

Two companies with the same ₹10,00,000 authorised capital can therefore have different incorporation totals in Maharashtra, Karnataka, Delhi, or Kerala. The difference is not a different MCA registration price. It is the state instrument duty, plus any difference in the professional work required to prove the registered office.

The matrix uses three useful test points:

• ₹1,00,000 authorised capital: a common minimum-capital planning case.
• ₹10,00,000 authorised capital: a common early-stage structure.
• ₹1,00,00,000 authorised capital: a larger capital ceiling where ad-valorem stamp-duty formulas become significant.

“MoA/AoA duty” means the combined planning band for the memorandum and articles. It excludes MCA filing fees, PAN/TAN charges where separately displayed, DSC, GST on professional fees, and the LLP agreement’s separate stamp-duty band.

Master matrix: all 36 states and Union Territories

The figures are indicative government-stamp-duty bands in Indian rupees, rounded for planning. They are not quotes for a specific e-stamp certificate. “Capital-linked” means the amount can increase with authorised capital under the applicable schedule. “Slab/variable” means the state’s instrument, article, consideration, or agreement rules need to be checked before payment.

How to use the matrix

If you are incorporating in Maharashtra with ₹10,00,000 authorised capital, the known 0.2% capital-linked calculation produces ₹2,000, subject to the applicable instruments and the ₹1,000 minimum/₹50,000 maximum. If you are incorporating in Karnataka, do not multiply the Maharashtra rate across: the ₹1,000 MoA baseline is different, and the AoA treatment must be checked against the Karnataka schedule. For every other state in the broad band, treat the table as a budget reserve until the state’s portal or adjudicating officer confirms the duty.

Stamp duty is attached to the registered-office jurisdiction, not to the founder’s residential address and not necessarily to the location where the first customer sits. A virtual office in a different state is therefore not a legitimate way to shop for a lower stamp duty if the company does not have a defensible registered office there.

National RoC filing fees

The national filing layer comes from the Companies (Registration Offices and Fees) Rules, 2014, as amended. The exact amount displayed by MCA depends on the form, company type, authorised capital, whether the company is an OPC or small company, and the current MCA form configuration. The following is the practical incorporation view:

Do not use an old web article that quotes one fixed “MCA fee” for every private company. The fee rules and incorporation forms have changed, and the portal’s generated challan is the amount payable for the specific application. A company with ₹10,00,000 authorised capital and a company with ₹1,00,00,000 authorised capital should not be expected to produce the same national filing total.

The official reference is the MCA Table of Fees issued under the Companies (Registration Offices and Fees) Rules, 2014. The India Code entry for the Companies Act and its rules should be checked for amendments before payment.

State deep-dives: the 15 most searched incorporation markets

The RoC is a central office. It does not set the state stamp duty. The office names below use the MCA-style territorial naming convention; the registered-office address determines jurisdiction. State startup policies are not treated as automatic stamp-duty waivers: eligibility, incorporation date, sector, investment, and application deadlines often matter.

Maharashtra

RoC office: RoC-Mumbai. Stamp basis: Maharashtra Stamp Act, 1958, applicable Schedule I provisions including the relevant memorandum/articles entries. The known planning formula for a company’s capital-linked duty is 0.2% of authorised capital, subject to a ₹1,000 minimum and ₹50,000 maximum, with the exact instrument split checked on the e-stamp calculation. Thus ₹1,00,000 gives ₹1,000, ₹10,00,000 gives ₹2,000, and ₹1,00,00,000 reaches the ₹50,000 ceiling. Startup offset: no general incorporation-stamp waiver has been assumed from the Maharashtra startup policy; a startup must verify a specific notified reimbursement before reducing its budget.

Karnataka

RoC office: RoC-Bengaluru. Stamp basis: Karnataka Stamp Act, 1957 and the applicable schedule for memorandum and articles. A known baseline is ₹1,000 flat for the memorandum of association; articles duty and any capital-linked component must be checked separately. Do not apply Maharashtra’s 0.2% formula to a Bengaluru incorporation. Startup offset: Karnataka startup programmes may provide incubation or other support, but this matrix includes no automatic incorporation-stamp reimbursement without a specific sanction.

Delhi

RoC office: RoC-Delhi. Stamp basis: Indian Stamp Act as applicable in Delhi and the Delhi schedule for the articles of association; the known planning baseline is 0.15% on the relevant AoA capital base, subject to a ₹200 minimum. The memorandum treatment and any cap or instrument rule should be confirmed on the Delhi e-stamp route. The ₹10,00,000 and ₹1,00,00,000 figures in the matrix are therefore bands, not challan amounts. Startup offset: no automatic Delhi startup-policy deduction is included.

Tamil Nadu

RoC office: RoC-Chennai. Stamp basis: Tamil Nadu Stamp Act, 2019 and its applicable schedule for memorandum/articles and LLP agreements. The duty is instrument- and schedule-dependent; quote the memorandum and articles separately if the portal does so. Formula to use: applicable memorandum article + applicable AoA article, with the capital slab and any minimum/maximum applied by the state authority. Startup offset: no general Tamil Nadu startup-policy offset is assumed.

Telangana

RoC office: RoC-Hyderabad. Stamp basis: Telangana Stamp Act, 1899 as applied and amended in the state, with the applicable schedule for company instruments. Telangana should not be priced by copying Andhra Pradesh or Maharashtra. Formula to use: state schedule entry for memorandum plus state schedule entry for articles, with authorised capital or other statutory base where prescribed. Startup offset: no automatic fee waiver is included for a Telangana startup unless a notified scheme expressly covers incorporation stamp duty.

Andhra Pradesh

RoC office: RoC-Vijayawada. Stamp basis: Andhra Pradesh Stamp Act, 1899 and the applicable schedule. Use the state’s current e-stamp/adjudication calculation for the memorandum and articles; the capital-linked slab and instrument minimums can affect the result. Formula to use: applicable MoA article + applicable AoA article, not a national flat fee. Startup offset: no general AP startup-policy reimbursement is assumed in the table.

Gujarat

RoC office: RoC-Ahmedabad. Stamp basis: Gujarat Stamp Act, 1958 and the relevant Schedule I provisions. The incorporation total can differ depending on whether the state treats the instrument as a fixed-duty or capital-linked entry. Formula to use: the Gujarat schedule entry for MoA plus the Gujarat schedule entry for AoA, applied to the authorised-capital slab where prescribed. Startup offset: Gujarat’s startup incentives should be checked independently; no automatic stamp-duty credit is included.

Uttar Pradesh

RoC office: RoC-Kanpur. Stamp basis: Indian Stamp Act, 1899 as applicable in Uttar Pradesh, with the state’s current schedule and amendments. The correct calculation is the applicable MoA/AoA instrument duty, not a generic “UP registration fee”. Formula to use: MoA article + AoA article + any state minimum or capital slab. Startup offset: no general startup-policy incorporation-stamp offset has been assumed.

West Bengal

RoC office: RoC-Kolkata. Stamp basis: Indian Stamp Act, 1899 as applicable in West Bengal and the state’s amendments/schedule. Obtain the current state e-stamp calculation because articles duty may be capital-linked and the memorandum and articles need not have identical treatment. Formula to use: applicable MoA entry + applicable AoA entry for the authorised-capital slab. Startup offset: no automatic West Bengal startup-policy reduction is included.

Haryana

RoC office: RoC-Haryana (Manesar). Stamp basis: Indian Stamp Act, 1899 as applicable in Haryana and the relevant state schedule. Haryana incorporations are often budgeted using the Delhi figure because of geographic proximity; that is not a legal basis. Formula to use: Haryana’s MoA article + Haryana’s AoA article, with the state minimum, ceiling, or capital slab if applicable. Startup offset: no incorporation-stamp offset is assumed from a general Haryana startup benefit.

Rajasthan

RoC office: RoC-Jaipur. Stamp basis: Rajasthan Stamp Act, 1998 and applicable schedule. The state instrument classification controls whether the charge is fixed, slab-based, or capital-linked. Formula to use: relevant Rajasthan Schedule I entry for memorandum + relevant entry for articles, then add the applicable LLP-agreement entry if incorporating an LLP. Startup offset: no general Rajasthan startup-policy waiver is treated as available automatically.

Punjab

RoC office: RoC-Chandigarh. Stamp basis: Indian Stamp Act, 1899 as applicable in Punjab and the current state schedule. Chandigarh jurisdiction does not make Punjab’s registered office subject to a single national stamp rate. Formula to use: Punjab MoA article + Punjab AoA article, checked against the capital slab and instrument minimum. Startup offset: no automatic Punjab startup-policy stamp-duty credit is included.

Kerala

RoC office: RoC-Ernakulam. Stamp basis: Kerala Stamp Act, 1959 and the applicable schedule for company instruments. Kerala’s memorandum, articles, and LLP agreement should be treated as separate instruments for budgeting. Formula to use: Kerala schedule entry for MoA + Kerala schedule entry for AoA; add the agreement duty for an LLP. Startup offset: no general Kerala startup-policy incorporation-stamp deduction is assumed.

Madhya Pradesh

RoC office: RoC-Gwalior. Stamp basis: Indian Stamp Act, 1899 as applicable in Madhya Pradesh and current state amendments/schedule. Formula to use: applicable MP memorandum article + applicable MP articles article, with any capital slab, minimum, or maximum. Startup offset: no automatic MP startup-policy reimbursement is included in the matrix.

Uttarakhand

RoC office: RoC-Uttarakhand (Dehradun). Stamp basis: Indian Stamp Act, 1899 as applicable in Uttarakhand and the current schedule. Registered-office proof and the state instrument calculation should be checked together; a low stamp estimate does not cure an unconvincing office address. Formula to use: Uttarakhand MoA entry + AoA entry, plus LLP-agreement duty where relevant. Startup offset: no general Uttarakhand startup-policy offset is assumed.

Common cost mistakes

• Budgeting one DSC for the company. A DSC belongs to a person. A standard two-director incorporation therefore commonly needs two Class 3 DSCs, at about ₹1,500–₹2,000 per director. A foreign director may require notarisation, apostille, consularisation, courier, and translation costs on top.
• Paying twice for DIN. DIN through SPICe+ Part B is free at first application, subject to the form rules. A later DIR-3 route is different and can have its own fee and compliance requirements. Treating every DIN as “free” or every DIN as “₹500” is equally unreliable.
• Letting a name reservation lapse. A separate SPICe+ name reservation can carry a ₹1,000 fee. If the reservation expires or the incorporation filing is not completed in time, the applicant may pay again and lose the professional work already spent on the documents.
• Ignoring the authorised-capital ceiling. Authorised capital is not the same as paid-up capital. A founder who chooses ₹1,00,00,000 “for future flexibility” can create a much higher stamp-duty and MCA-fee base than a founder who starts at ₹1,00,000 or ₹10,00,000 and increases it later.
• Underestimating foreign-director documents. A foreign passport, address proof, notarisation, apostille or consular certification, and translation can add several thousand rupees and extend the timeline. A foreign company subscriber has a separate document trail.
• Using a virtual office whose proof fails. If the utility bill, NOC, rent agreement, owner identity proof, or address formatting does not satisfy MCA review, the company can face a resubmission, a second professional charge, or a reject-and-refile cycle. The cheapest virtual-office quote is not the cheapest incorporation.
• Treating professional charges as government charges. Professional fees commonly fall around ₹8,000–₹25,000 for a straightforward domestic two-director incorporation, but the range changes with state, objects, subscribers, foreign documents, and resubmissions. Ask for a line-item quote separating stamp duty, MCA challan, DSC, and professional work.

LLP versus private limited company: same state, same capital slab

An LLP does not use the same capital architecture as a company. It has contribution and an LLP agreement rather than authorised share capital, so a “same capital” comparison is only a budgeting convention. Use the rows below to compare an indicative ₹10,00,000 contribution/capital plan in one state; it is not a claim that the two entities pay identical legal charges.

The LLP is not automatically cheaper in every state. If the contribution is high, the agreement duty can rise. If investors require shares, board governance, ESOPs, or a familiar equity-financing structure, a private limited company may be the more economical structure over the life of the business even if the first challan is higher.

For the structural comparison, see Private Limited Company vs LLP. For a location-specific workflow, use /register/{city}/{type}.

A three-minute calculation method

• Select the state or UT where the registered office will actually be maintained.
• Select the entity: private limited, OPC, or LLP.
• For a company, select authorised capital: ₹1,00,000, ₹10,00,000, or another exact amount.
• Pull the state MoA/AoA band from the matrix, then replace it with the state portal’s exact e-stamp calculation.
• Add the MCA challan shown by SPICe+; do not rely on a generic internet total.
• Add ₹1,500–₹2,000 for each required Class 3 DSC.
• Add professional fees and GST, then keep a reserve for one resubmission if the office proof or objects are not standard.

For a simple two-director domestic company in a state with ₹2,000 of stamp duty, the first-pass budget might look like: ₹2,000 stamp duty + ₹0–₹5,000 MCA challan + ₹3,000–₹4,000 for two DSCs + ₹8,000–₹25,000 professional charges. That produces roughly ₹13,000–₹36,000 before GST and exceptional document costs. The exact number is the challan, not the headline estimate.

Frequently asked questions

Is private limited company registration free up to ₹15 lakh capital?

Not completely. The current incorporation concession generally removes the SPICe+ Part B government filing fee for authorised capital up to ₹15,00,000, but state stamp duty, DSC, professional charges, and any integrated charges can still apply. The Companies (Registration Offices and Fees) Rules, 2014 and the generated MCA challan control.

Does authorised capital mean money I must deposit immediately?

No. Authorised capital is the maximum share capital the company is permitted to issue under its constitutional documents. Paid-up capital is what subscribers actually agree to take and pay. Stamp duty and MCA fee slabs may nevertheless use authorised capital as the base.

Which state is cheapest for incorporation?

There is no permanent national answer. Maharashtra has a clear 0.2% capital-linked formula with a ₹1,000 minimum and ₹50,000 maximum; Karnataka has a known ₹1,000 MoA baseline; Delhi has a known ₹200 AoA minimum with a capital-linked rate. Compare the complete total, including office proof and compliance, rather than choosing a state only for a stamp-duty estimate.

Can I register in a state where I do not live?

Yes, if the company has a genuine registered office and can produce the required proof, NOC, and ownership or occupancy documents. A founder’s home address is not the legal test. A virtual office must still be genuine and defensible under the Companies Act and MCA verification process.

Is stamp duty paid to MCA?

Usually no. MCA collects central filing fees. State or UT stamp duty is paid through the applicable state mechanism or integrated incorporation process, depending on how that jurisdiction has configured payment and adjudication.

How much does a DSC cost per director?

Budget ₹1,500–₹2,000 per director for a Class 3 DSC as a planning range. The certificate provider, validity, video verification, and any token or service charge can change the actual price.

Is DIN free for every director?

DIN applied for a proposed first-time director through SPICe+ Part B does not have a separate DIN application fee in the normal route. A later DIN application through DIR-3 is a different process. The form rules and current MCA challan should be checked for the particular applicant.

How long does incorporation take?

For a complete domestic application with acceptable name, identity documents, office proof, and no resubmission, a practical expectation is typically 7–14 working days. Foreign documents, name objections, clarification requests, or a rejected registered-office proof can extend this. No one should promise a fixed approval date.

Is an LLP always cheaper than a private limited company?

No. The LLP avoids share-capital architecture, but its agreement stamp duty depends on the state and contribution, and the entity may later need conversion, restructuring, or investor-facing work that changes the total cost. Compare the legal purpose, not just the first challan.

Can a startup policy waive incorporation stamp duty?

Sometimes a notified state scheme may reimburse or subsidise a defined cost for eligible startups, but it is not automatic. Check the current notification, eligibility, application window, and whether the benefit is an upfront waiver or a later reimbursement. This article does not subtract an unverified scheme from any state estimate.

Statutory basis and limitations

The central fee discussion is based on the Companies (Registration Offices and Fees) Rules, 2014 and MCA’s Table of Fees, read with amendments and the current SPICe+ form. State stamp duty must be checked against the applicable state or UT Stamp Act and its current schedule: for example, the Maharashtra Stamp Act, 1958, the Karnataka Stamp Act, 1957, the Delhi-applied stamp schedule, the Tamil Nadu Stamp Act, 2019, the Rajasthan Stamp Act, 1998, the Kerala Stamp Act, 1959, or the relevant state amendments to the Indian Stamp Act, 1899.

This matrix deliberately uses ranges where the exact state formula was not independently reproduced from the current treasury calculator. A challan generated by the state or MCA portal for the proposed registered office and capital is stronger evidence than a blog table. If you need a line-item incorporation quote, you can start with the ₹999 company-registration offer /register/company/offer, with government charges and exceptional document costs shown separately before filing.

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