Private Limited Company Registration Process
The Registration Process in Order
A private limited company is registered in six steps: obtain digital signatures, reserve the name through SPICe+ Part A, file SPICe+ Part B, file the linked forms, pay stamp duty and submit, then receive the Certificate of Incorporation. Everything happens on the MCA V3 portal. The order matters, because each step depends on the one before it. With complete documents, the certificate usually arrives within seven to ten working days.
Before you start
Three things must be settled before any form is opened, because changing them mid-process means refiling:
• Who the directors and shareholders will be, and the shareholding split
• The registered office address, with the utility bill and NOC in hand
• The authorised capital and the business objects
Step 1: Obtain Digital Signature Certificates
Each proposed director and each subscriber to the memorandum needs a Class 3 Digital Signature Certificate from a licensed certifying agency. Issuance involves identity verification, usually by video.
Each DSC must then be registered on the MCA V3 portal against the correct DIN or PAN. An unregistered DSC will not be accepted by the form, and this trips up more first-time filers than any other technical step.
Step 2: Reserve the name through SPICe+ Part A
Search the MCA name database and the trademark register first. Then open SPICe+ on the MCA V3 portal under the incorporation services menu.
Filed on its own, Part A allows up to two proposed names, of which the Central Registration Centre approves one. Filed together with Part B, only one name can be entered. An approved name is reserved for 20 days, within which Part B must be filed. Extensions are available on payment of the prescribed fee.
If the application is marked for resubmission, you must correct and refile within the period allowed.
Step 3: File SPICe+ Part B
Part B is the incorporation application itself. It captures:
• Company type, category and the registered office address
• Authorised and subscribed share capital
• Details of every director and subscriber, and the shareholding
• Business activity classification and the main objects
Directors who do not already hold a Director Identification Number are allotted one through this form, so no separate DIN application is required.
Step 4: File the linked forms
Four forms are filed along with Part B:
e-MOA, Form INC-33. The Memorandum of Association, carrying the objects, liability and capital clauses.
e-AOA, Form INC-34. The Articles of Association, carrying the company’s internal rules.
INC-9. The declaration by the subscribers and first directors.
AGILE-PRO-S, Form INC-35. Covers GST registration, EPFO, ESIC, profession tax where applicable and the bank account opening request.
The director who signs AGILE-PRO-S must be the same director who signed Part B. Details across all forms must match exactly.
Step 5: Pay stamp duty and submit
Stamp duty on the MOA and AOA is calculated by the portal based on the state of the registered office and the authorised capital, and is paid online. No physical stamp paper is involved. PAN and TAN charges are collected in the same payment.
Track the application on the portal using the Service Request Number. If the status shows resubmission required, respond within the window given.
Step 6: Receive the Certificate of Incorporation
The ROC issues the certificate digitally, together with the Corporate Identity Number, PAN and TAN.
Step 7, which most guides leave out
The company exists, but it cannot yet commence business.
• Hold the first board meeting and appoint the first statutory auditor within 30 days
• File ADT-1 within 15 days of that appointment
• Open the bank account and bring in the subscription money
• Issue share certificates to the subscribers within two months
• File INC-20A, the declaration of commencement of business, within 180 days of incorporation
Missing INC-20A carries penalties for both the company and each director, and it is the single most commonly missed filing by new founders.
Where the process goes wrong
Name chosen without a trademark check. The most common cause of a lost stage.
Documents that do not agree with each other. A PAN and Aadhaar spelling difference, an outdated utility bill, or an NOC naming a different owner than the rent agreement.
Objects drafted too narrowly. Amending the memorandum later is a separate filing with its own cost.
How Northrop LLP helps
Northrop LLP runs the name and trademark check, coordinates the digital signatures, drafts the MOA and AOA, files SPICe+ with all linked forms, and tracks the SRN until the certificate is issued. We then hand you the first-year compliance calendar, so step seven does not get forgotten.
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