Company Incorporation Fees in India: A Complete Cost Breakdown

Founders searching for company incorporation fees in India usually find one of two answers: a single number that turns out to be incomplete, or a service provider’s bundled price that does not distinguish between government charges and professional fees. Neither is useful for budgeting.

The actual cost of incorporating a company in India has four distinct components. Three are unavoidable government charges. One is discretionary. Understanding all four separately lets you evaluate any quote you receive and understand exactly what you are paying for.

Component 1: MCA Filing Fees

The Ministry of Corporate Affairs charges fees for processing the SPICe+ incorporation application. These fees are prescribed under the Companies (Registration of Offices and Fees) Rules, 2014 and are calculated based on the company’s authorised share capital.

For companies with an authorised share capital up to Rs 15 lakh, the MCA has waived the incorporation filing fee for the SPICe+ form as part of the Government of India’s ease of doing business initiative. This means that for the vast majority of startups incorporating with nominal capital, the MCA incorporation filing fee itself is nil.

For companies with authorised share capital above Rs 15 lakh, MCA fees apply on a graduated scale that increases with the capital amount.

Practical implication for founders: If you incorporate with an authorised share capital of Rs 1 lakh, Rs 5 lakh, or Rs 10 lakh, the MCA incorporation filing fee component is zero. This is a significant cost saving compared to pre-2019 fee structures.

Related MCA filings that carry fees:

• Form INC-20A (declaration of commencement of business): nominal fee, typically Rs 200 to Rs 400 depending on authorised capital
• Form INC-22 (change of registered office within the same state): nominal fee
• DIN application (if filed separately rather than through SPICe+): Rs 500 per DIN

Component 2: State Stamp Duty on the MoA and AoA

This is the component founders most often overlook. Stamp duty on the Memorandum of Association and Articles of Association is a state levy, not a central one. Rates vary significantly by state.

Stamp duty is calculated based on the company’s authorised share capital and the state in which the registered office is located. It is collected through the MCA’s e-stamping facility at the time of SPICe+ filing.

Approximate stamp duty for a company with Rs 1 lakh authorised capital, by state (indicative, subject to state revisions):

• Delhi: relatively low; typically a few hundred rupees on the MoA and a small percentage on the AoA
• Maharashtra: charged as a percentage of authorised capital with a prescribed minimum, generally higher than most states
• Karnataka: a fixed amount on the MoA and a fixed amount on the AoA
• Tamil Nadu: fixed amounts on both documents
• Uttar Pradesh, Gujarat, Rajasthan: varying fixed amounts

Because stamp duty rates are revised by state governments from time to time and vary by capital slab, the accurate figure for your specific state and capital amount must be verified with the state’s Stamps and Registration Department or computed through the MCA’s e-stamping calculator at the time of filing.

Practical implication: Incorporating with lower authorised share capital reduces stamp duty in states where duty is calculated as a percentage of capital. A company incorporating with Rs 1 lakh authorised capital pays less stamp duty than one incorporating with Rs 10 lakh, in states that use percentage-based calculations.

Component 3: Digital Signature Certificate Costs

Every proposed director of the company must hold a valid Class 3 Digital Signature Certificate before the SPICe+ form can be signed and submitted.

DSCs are issued by Certifying Authorities licensed under the Information Technology Act, 2000. The cost is paid directly to the Certifying Authority, not to the MCA.

Typical DSC cost in India:

• Class 3 individual signing certificate, one-year validity: approximately Rs 1,000 to Rs 2,000
• Class 3 individual signing certificate, two-year validity: approximately Rs 1,500 to Rs 3,000

The cost includes the USB token hardware in most cases. For a company with two directors, budget for two DSCs. For three directors, three DSCs.

A practical note: Choose two-year validity. The DSC will be needed again for annual filings (AOC-4, MGT-7), DIR-3 KYC, and GST filings. Renewing annually creates recurring administrative overhead.

For businesses that need DSC procurement coordinated as part of the incorporation process, Bharat Comply’s startup company registration service manages DSC procurement for all directors alongside the SPICe+ filing.

Component 4: Professional Service Fees

This is the discretionary component. The SPICe+ form requires certification by a practising Chartered Accountant, Company Secretary, or Cost Accountant, who declares that all requirements of the Companies Act, 2013 have been complied with. This certification is mandatory, which means a professional must be involved in every incorporation.

Beyond the certification requirement, most founders engage a professional or compliance firm to:

• Advise on structure selection and authorised capital
• Conduct name availability searches on the MCA database and trademark database
• Draft the Memorandum of Association with an appropriate object clause
• Draft the Articles of Association, either adopting Table F model articles or drafting custom articles
• Prepare all supporting documents and declarations
• File SPICe+ and AGILE-PRO-S
• Respond to any resubmission notice from the Registrar
• Coordinate post-incorporation compliance including INC-20A and first auditor appointment

Typical professional fee range in India: Rs 3,000 to Rs 15,000 for a standard two-director private limited company incorporation, depending on the service provider, the complexity of the Articles required, and whether post-incorporation compliance support is included.

Higher fees are typically associated with custom Articles drafting (necessary when investor agreements are involved), multiple director configurations, foreign director involvement requiring apostilled documents, or bundled post-incorporation compliance packages.

What to ask any service provider:

• Are government fees (MCA fees and stamp duty) included in your quote or charged separately at actuals?
• Is DSC procurement included or charged separately?
• Is name resubmission handled if the first name is rejected?
• Are custom Articles included or is Table F adopted by default?
• Is Form INC-20A filing and first auditor appointment coordination included?

Additional Costs to Budget For After Incorporation

Incorporation fees are the entry cost. The recurring compliance cost begins immediately.

Statutory audit: Every private limited company must have its accounts audited annually by a practising Chartered Accountant regardless of turnover. Audit fees depend on transaction volume and complexity.

Annual ROC filings: Form AOC-4 and Form MGT-7 or MGT-7A must be filed every year. MCA filing fees are nominal, but professional fees for preparation apply.

Income tax return: Form ITR-6 must be filed annually. Professional fees for preparation and filing apply.

DIR-3 KYC: Every director must complete annual KYC by September 30. Free if filed on time; Rs 5,000 penalty per director if late.

Bookkeeping: Maintaining books of accounts is a statutory requirement under Section 128 of the Companies Act, 2013. Monthly bookkeeping cost depends on transaction volume.

For newly incorporated companies that want to budget their full first-year compliance cost accurately, Bharat Comply’s Annual Filing service provides transparent annual compliance pricing covering ROC filings, audit coordination, income tax returns, and director KYC.

For companies that want their books maintained from the first month of operations so year-end audit and filing costs are minimised, Bharat Comply’s Bookkeeping service provides monthly reconciled accounts.

Frequently Asked Questions

Q1. Is there a government fee for incorporating a company with authorised capital below Rs 15 lakh?

Under the Government of India’s ease of doing business measures, the MCA incorporation filing fee for the SPICe+ form has been waived for companies with authorised share capital up to Rs 15 lakh. However, state stamp duty on the Memorandum and Articles of Association still applies and is a separate charge collected through the MCA e-stamping facility.

Q2. Does higher authorised share capital increase incorporation cost?

Yes, in two ways. MCA filing fees apply on a graduated scale for companies with authorised capital above Rs 15 lakh. Additionally, state stamp duty on the MoA and AoA is calculated based on authorised capital in many states, so higher capital results in higher stamp duty. Most startups incorporate with nominal authorised capital and increase it later through a shareholder resolution and Form SH-7 filing when funding is raised.

Q3. Is the incorporation fee refundable if the application is rejected?

MCA fees and stamp duty paid on a SPICe+ application are generally not refundable if the application is rejected. If the Registrar issues a resubmission notice, the application can be corrected and resubmitted without paying the fee again, provided the resubmission is made within the prescribed period. Repeated deficient resubmissions can result in rejection and forfeiture of the fee.

Q4. Are LLP incorporation fees different from private limited company fees?

Yes. LLP incorporation is filed through the FiLLiP form rather than SPICe+, and the MCA fee structure for LLPs is based on the total contribution of partners rather than authorised share capital. Stamp duty on the LLP Agreement is also calculated differently from stamp duty on a company’s MoA and AoA and varies by state.

Q5. Can I incorporate a company without paying professional fees?

The SPICe+ form requires mandatory certification by a practising Chartered Accountant, Company Secretary, or Cost Accountant declaring compliance with the Companies Act, 2013. This certification cannot be self-provided by the founders. A professional must therefore be engaged for at least the certification component, which means some professional fee is unavoidable in any incorporation.