Company Registration & Incorporation

SPICe+ (Simplified Proforma for Incorporating Company Electronically Plus) is the MCA21 V3 integrated form for private limited company incorporation. Part A: name reservation via RUN (Reserve Unique Name) or simultaneous name and incorporation in Part B. Part B: DIN allotment for directors, incorporation certificate, PAN/TAN allotment, EPFO/ESIC registration, GST registration (optional), and bank account opening. MCA fees are based on authorised capital — minimum ₹1,000 for capital up to ₹1 lakh. Incorporation is typically complete within 7–10 working days from the date all DSC-signed documents are submitted to the ROC.

A private limited company requires a minimum of 2 directors and 2 shareholders under Section 3(1)(ii) read with Section 149(1) of the Companies Act 2013. Maximum shareholders: 200 (Section 2(68) — the private company definition). At least one director must be a resident of India — meaning they stayed in India for at least 182 days in the preceding calendar year — under Section 149(3). A person can simultaneously be a director and a shareholder. Foreign nationals can be directors and shareholders; they require notarised and apostilled identity documents in place of Aadhaar.

There is no statutory minimum paid-up capital for a private limited company after the Companies (Amendment) Act 2015 removed the earlier ₹1 lakh requirement. Authorised capital is the ceiling you can issue — MCA stamp duty is payable on it at incorporation. It is practical to start with ₹1 lakh authorised and increase later via Form SH-7 (₹500 fee plus stamp duty on the increase) as needed. Even ₹10,000 in paid-up capital is sufficient to start. Choose your authorised capital based on a realistic 12-month funding plan — setting it too high upfront needlessly increases stamp duty at incorporation.

Statutory minimums from year one: at least 4 Board meetings per year with a gap of no more than 120 days between consecutive meetings — Section 173; statutory audit appointment within 30 days of incorporation via Form ADT-1 under Section 139; annual accounts and Board Report under Schedule III and Section 134; Annual Return in Form MGT-7 within 60 days of the AGM under Section 92; Financial Statements in Form AOC-4 within 30 days of the AGM under Section 137; DIR-3 KYC for every director by September 30 each year. Add GST returns if registered, quarterly TDS returns, and PF/ESIC contributions if you cross the statutory employee thresholds.

Yes — a One Person Company (OPC) under Section 2(62) allows a single resident Indian individual as the sole member and director. A nominee (a second person named in the MoA) is mandatory and takes over membership if the member dies or becomes incapacitated. Mandatory conversion to a private limited company applies under Rule 6 of the Companies (Incorporation) Rules 2014 if paid-up capital exceeds ₹50 lakh or turnover exceeds ₹2 crore in any of the preceding three years. An OPC cannot carry on NBFC, banking, or investment activities, and cannot issue securities to the public.