Process of Incorporation of a Company: A Practical Sequence for 2026

The process of incorporation of a company in India follows a fixed sequence. Each step depends on the completion of the previous one, and skipping ahead causes rejections and delays. This guide sets out the sequence in the order it must actually be executed, with the specific documents, decisions, and timelines at each stage.

The process is entirely online through the MCA portal at mca.gov.in. No physical visits or paper submissions are required for a standard incorporation.

Pre-Step: Decisions to Make Before Any Filing

Three decisions must be settled before the first form is filed. Getting these wrong causes rework.

Decision A: Directors and shareholders. A private limited company requires a minimum of two directors and two shareholders. Directors and shareholders can be the same people. At least one director must be a resident of India, meaning they have stayed in India for at least 182 days in the previous calendar year. Decide who these people are and confirm they have PAN, Aadhaar, and are willing to serve.

Decision B: Authorised share capital. This is the maximum share capital the company is authorised to issue. It determines stamp duty in many states and MCA fees for capital above Rs 15 lakh. Most startups begin with Rs 1 lakh to Rs 10 lakh authorised capital and increase it later when funding is raised. Paid-up capital, the amount actually subscribed and paid, can be lower than authorised capital.

Decision C: Registered office address. This determines the ROC jurisdiction, the state of incorporation, and the applicable stamp duty. A residential address is acceptable. Confirm you have valid address proof: a utility bill in the owner’s name if owned, or a rent agreement plus a No Objection Certificate from the landlord if rented.

Step 1: Obtain Digital Signature Certificates

What it involves: Every proposed director must obtain a Class 3 Digital Signature Certificate from a Certifying Authority licensed under the Information Technology Act, 2000.

Documents needed: PAN card, Aadhaar card with an active linked mobile number for OTP verification, passport-size photograph. Foreign nationals require an apostilled or notarised passport and address proof from their country of residence.

Timeline: Through the Aadhaar-OTP verification route, one to two working days. Paper-based verification takes longer.

Why it must come first: The SPICe+ form cannot be signed or submitted without valid DSCs for the proposed directors. Every subsequent step depends on this.

Common failure point: The director’s Aadhaar is not linked to an active mobile number, which makes OTP verification impossible. If this is the case, the director must update the Aadhaar-mobile linkage at an Aadhaar enrolment centre before the DSC can be issued through the fast route.

Step 2: Reserve the Company Name

What it involves: The proposed name must comply with the Companies (Incorporation) Rules, 2014 and must not be identical or too nearly resembling an existing company, LLP, or registered trademark.

Two routes:

RUN (Reserve Unique Name): A standalone name reservation service on the MCA portal. You can propose up to two names. If approved, the name is reserved for 20 days.

SPICe+ Part A: Name reservation integrated into the incorporation filing. This is the more common route.

Before proposing a name, search:

• The MCA company name database at mca.gov.in
• The IP India trademark database at tmrsearch.ipindia.gov.in

A name that clears MCA scrutiny but conflicts with a registered trademark exposes the company to a trademark infringement claim later. Both searches should be conducted.

Naming rules to observe:

• Must end with “Private Limited” for private companies
• Must not include restricted words (National, Federal, Bank, Insurance, Reserve, or words implying government patronage) without Central Government approval
• Must not be offensive, misleading, or violate the Emblems and Names (Prevention of Improper Use) Act, 1950
• Must not be identical to or a close variant of an existing company or LLP name

Timeline: Name approval typically takes one to three working days. If the first proposed name is rejected, a resubmission can be made.

For businesses that want their proposed name cleared against both MCA and trademark databases before filing, Bharat Comply’s startup company registration service conducts dual clearance searches as part of the incorporation engagement.

Step 3: Draft the Memorandum and Articles of Association

Memorandum of Association (MoA): The company’s charter document, filed electronically as Form INC-33. It contains the name clause, registered office state clause, object clause, liability clause, capital clause, and subscription clause.

The object clause requires particular attention. It defines the activities the company is authorised to undertake. An overly narrow object clause requires a shareholder resolution and MCA filing to amend when the business expands. Draft it to cover current activities and reasonably foreseeable expansion.

Articles of Association (AoA): The company’s internal governance rulebook, filed electronically as Form INC-34. It governs share capital and share classes, share allotment and transfer procedures, board composition and directors’ powers, meeting and voting procedures, dividend declaration, and winding up.

Two options for the AoA:

• Adopt Table F of Schedule I of the Companies Act, 2013 (the model articles), suitable for straightforward companies
• Draft custom articles, necessary when investor agreements require specific share classes, transfer restrictions, board rights, or reserved matters

Startups with existing or anticipated investor agreements should use custom articles reflecting the negotiated shareholder rights.

For companies that need their MoA object clause and custom AoA drafted to support their governance structure and investor agreements, Bharat Comply’s Legal Drafting service prepares constitutional documents aligned with shareholder agreements.

Step 4: File SPICe+ Part B and AGILE-PRO-S

SPICe+ Part B is the main incorporation application. It requires:

• Details of all proposed directors: PAN, Aadhaar, DIN if already held, residential address, occupation, nationality, and place of birth
• Details of all subscribers to the memorandum with the number of shares subscribed by each
• Registered office address with utility bill and NOC upload
• Authorised and paid-up share capital details
• e-MoA (INC-33) and e-AoA (INC-34) attached
• Declaration by a practising CA, CS, or Cost Accountant certifying compliance with the Companies Act, 2013
• Affidavit and declaration from each subscriber and first director (Form INC-9, generated automatically in most cases)

AGILE-PRO-S is filed alongside SPICe+ and covers:

• GST registration
• EPFO registration
• ESIC registration
• Professional tax registration (in applicable states)
• Opening of a bank account with a participating bank
• Shop and Establishment registration (in applicable states)

Filing AGILE-PRO-S with SPICe+ means GST enrollment happens as part of incorporation rather than as a separate application on the GST portal later.

Payment: MCA filing fees (nil for authorised capital up to Rs 15 lakh) and state stamp duty on the MoA and AoA are paid at submission through the MCA’s integrated payment gateway.

Submission: The forms are signed with the DSCs of the proposed directors and the certifying professional, then submitted.

Step 5: Registrar Examination and Certificate Issuance

The Registrar of Companies examines the SPICe+ application for completeness and compliance.

If the application is complete: The Registrar registers the documents and issues the Certificate of Incorporation electronically. The certificate contains the CIN and the date of incorporation. The company’s PAN and TAN are generated simultaneously.

If the application is deficient: The Registrar issues a resubmission notice specifying the deficiencies. The applicant must rectify and resubmit within the prescribed period. Common deficiencies include unclear address proof, missing NOC, mismatched director details against PAN records, and inadequate object clause drafting.

Timeline: For complete applications, incorporation typically takes 7 to 15 working days from SPICe+ submission to Certificate of Incorporation issuance, depending on the workload at the relevant ROC office.

Step 6: Immediate Post-Incorporation Actions

The Certificate of Incorporation is not the end of the process. Six actions must follow immediately.

First board meeting within 30 days: Convene the first meeting of the Board of Directors. The agenda includes appointment of the first statutory auditor, authorisation for opening the bank account, adoption of the common seal if applicable, and noting the disclosure of directors’ interests.

Appoint the first auditor within 30 days: The Board must appoint a practising Chartered Accountant as the first statutory auditor. The auditor holds office until the conclusion of the first Annual General Meeting.

Open the company bank account: Required to receive share subscription money from the subscribers. The bank requires the Certificate of Incorporation, company PAN, Board Resolution authorising account opening, and identity and address proof of authorised signatories.

Receive share subscription money: Each subscriber must pay the amount they subscribed to in the memorandum into the company’s bank account.

File Form INC-20A within 180 days: A declaration by a director that every subscriber to the memorandum has paid the value of shares agreed to be taken. Under Section 10A of the Companies Act, 2013, a company cannot commence business or exercise borrowing powers until INC-20A is filed.

Set up statutory registers: The Register of Members, Register of Directors and Key Managerial Personnel, and Register of Charges must be maintained from incorporation.

For newly incorporated companies that want all six post-incorporation actions completed correctly and within their statutory deadlines, Bharat Comply’s Annual Filing service manages the complete post-incorporation compliance sequence.

Frequently Asked Questions

Q1. Can the incorporation process be completed without a Company Secretary or Chartered Accountant?

No. The SPICe+ form requires a mandatory declaration by a practising Chartered Accountant, Company Secretary, or Cost Accountant certifying that all requirements of the Companies Act, 2013 relating to incorporation have been complied with. This certification cannot be provided by the founders themselves. A qualified professional must therefore be involved in every incorporation.

Q2. What happens if the proposed company name is rejected at the SPICe+ Part A stage?

If the proposed name is rejected, you can resubmit with a different name. SPICe+ allows a limited number of resubmissions without an additional fee. Rejection reasons are stated in the notice and typically involve similarity to an existing company name or trademark, use of restricted words, or non-compliance with naming rules. Conducting thorough searches before proposing a name minimises the risk of rejection.

Q3. Can a company be incorporated with only one director?

A private limited company requires a minimum of two directors under Section 149(1) of the Companies Act, 2013. A One Person Company (OPC) can have a single director, but an OPC requires the appointment of a nominee who will take over in the event of the sole member’s death or incapacity. OPCs also have restrictions on turnover and paid-up capital beyond which conversion to a private limited company is required.

Q4. Is the incorporation process different for a company with foreign directors?

The process is the same, but the documentation requirements are more involved. Foreign national directors must submit an apostilled or notarised passport and address proof from their country of residence. Countries that are signatories to the Hague Apostille Convention require apostille; others require notarisation and attestation by the Indian Embassy or Consulate. Additionally, at least one director must be a resident of India regardless of how many foreign directors the company has.

Q5. How long is the reserved company name valid before it must be filed for incorporation?

A name reserved through the RUN service is valid for 20 days from the date of approval. A name approved through SPICe+ Part A is valid for 20 days for new companies. If the incorporation application (SPICe+ Part B) is not filed within this period, the name reservation lapses and must be applied for again.