About Pvt Ltd Company Registration

SPICe+ incorporation MOA AOA INC-9 declaration name reservation Director DIN allotment and PAN/TAN. Forms handled: SPICe+, INC-32, INC-33, INC-34, INC-9. Legal basis: Companies Act 2013 Section 7.

Glossary

Plain-English glossary for this service

RUN

RUN stands for Reserve Unique Name — a standalone web service on the MCA portal for reserving or changing a company name independent of incorporation. Since SPICe+ Part A bundled name reservation, RUN is now mostly used for change-of-name applications post-incorporation, with one resubmission allowed within fifteen days.

Director Disqualification

Director disqualification under Section 164 covers grounds such as unsoundness of mind, undischarged insolvency, conviction for an offence carrying imprisonment of seven years or more, non-filing of financial statements or annual returns for three consecutive financial years, and certain other categories. A disqualified individual cannot be appointed as first director through SPICe+.

Resubmission Window

Resubmission window is the period of fifteen days from the date of marking a SPICe+ form as resubmission, within which the applicant must rectify defects pointed out by the Registrar. The reserved name and DIN allotment remain valid through the window. Failure to act within the window results in rejection and lapse of name reservation under Rule 9.

Stamp Duty on Incorporation

Stamp duty on incorporation is the State-level levy on the memorandum and articles of a new company, charged on the authorised capital. For a company registered in Tamil Nadu the duty includes a flat amount on the MOA plus a slab on AOA based on authorised capital, payable through MCA's integrated stamp duty module within SPICe+.

Small Company

A small company is a private company whose paid-up share capital does not exceed four crore rupees and turnover for the immediately preceding financial year does not exceed forty crore rupees, as currently notified under the Companies Specification of Definitions Details Rules. A small company enjoys reduced board meeting and annual return requirements.

Commencement of Business Declaration

Commencement of business declaration in Form INC-20A is the filing under Section 10A by a director within one hundred and eighty days of incorporation, declaring that every subscriber has paid for the shares subscribed and that the registered office has been verified. A company cannot commence business or borrow money before this filing.

Entrenchment Provision

Entrenchment provision under Section 5(3) is an article that makes alteration of specified provisions more difficult than by a special resolution — for instance, requiring unanimous consent or a higher majority. Entrenchment in the articles at the time of incorporation requires merely filing the eAOA with the entrenchment clause; later entrenchment requires unanimous agreement.

Authorised Capital

Authorised capital, also called nominal capital, is the maximum amount of share capital that a company is authorised by its memorandum to issue, as fixed by the capital clause under Section 4(1)(e). Stamp duty on incorporation is computed on the authorised capital in accordance with the Stamp Act of the State of registered office.

Strike Off under Section 248

Strike off under Section 248 is the procedure by which the Registrar may remove the name of a company from the register on grounds including failure to commence business within one year, non-operation for two immediately preceding financial years without seeking dormant status, or on application by the company. INC-20A non-filing is a frequent strike-off trigger.

Capital Clause

Capital clause is the fifth clause of the memorandum under Section 4(1)(e), stating the amount of authorised share capital of the company divided into shares of a fixed amount. Alteration of the capital clause requires an ordinary resolution under Section 61 and filing of Form SH-7 within thirty days.

Resubmission

Resubmission, marked as RSUB in MCA portal status, is the order of the Registrar requiring the applicant to rectify defects in SPICe+ within fifteen days. The reserved name remains valid through the resubmission window. Failure to resubmit within the window results in rejection and lapse of name reservation.

Resident Director

Section 149(3) requires every company to have at least one director who has stayed in India for a total period of not less than one hundred and eighty-two days during the financial year. For a newly incorporated company, the requirement applies proportionately. Compliance is essential for foreign-owned subsidiaries and FDI-funded ventures.

Statutory Basis

Operative provisions cited on this page

Every claim on this page can be traced back to a section or rule below.

Companies Act 2013 Section 7Anchor

Incorporation of company

Section 7 of the Companies Act 2013 prescribes the procedure for incorporation of a company. It requires filing the memorandum and articles signed by subscribers, a declaration by an advocate or practising professional and by a subscriber that all requirements have been complied with, a declaration from each subscriber and first director in the form prescribed, address for correspondence till the registered office is established, particulars of subscribers and first directors, and proof of identity of subscribers and directors. On compliance, the Registrar issues a Certificate of Incorporation in Form INC-11 along with the Corporate Identity Number.

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Companies Act 2013 Section 3

Formation of company

Section 3 sets out the basic framework for company formation — a private company may be formed by two or more persons, a public company by seven or more persons, and a One Person Company by a single person. It is to be noted that the persons subscribing to the memorandum must comply with the Section 4 name reservation regime and the Section 7 incorporation procedure. The choice between private, public and OPC structure has direct consequences for capital, members, and compliance load.

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Companies Act 2013 Section 4Anchor

Memorandum of association

Section 4 governs the contents and reservation of name through the memorandum of association. Sub-section (1) lists the six mandatory clauses — name, registered office State, objects, liability, capital and subscription. Sub-section (4) read with Rule 9 of the Companies Incorporation Rules 2014 permits an applicant to reserve a name through SPICe+ Part A; an approved name remains valid for twenty days from the date of approval for a new incorporation.

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Companies Act 2013 Section 5

Articles of association

Section 5 of the Act sets out the requirements relating to articles. The articles contain the regulations for management of the company, may contain entrenchment provisions, and may adopt all or any of the regulations in Table F of Schedule I. Sub-section (6) provides that the articles must be in the respective form specified in Tables F to J of Schedule I as applicable. For a private company limited by shares, Table F is the model.

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Companies Act 2013 Section 12Anchor

Registered office of company

Sub-section (1) of Section 12 provides that a company shall, within thirty days of its incorporation and at all times thereafter, have a registered office capable of receiving and acknowledging communications. Sub-section (2) requires verification of the registered office in Form INC-22 within thirty days where the address was not included in the SPICe+ application. Failure attracts a penalty of one thousand rupees per day of default subject to a maximum of one lakh rupees on the company and every officer in default.

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Companies Act 2013 Section 8

Formation of companies with charitable objects

Section 8 deals with the formation of a company for promoting commerce, art, science, sports, education, research, social welfare, religion, charity, protection of environment, or any such other useful object. Such a company must intend to apply its profits in promoting its objects and must prohibit the payment of any dividend to its members. A licence under Section 8 is obtained through SPICe+ along with the incorporation application.

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Companies Act 2013 Section 152

Appointment of directors

Sub-section (3) of Section 152 provides that no person shall be appointed as a director of a company unless he has been allotted the Director Identification Number under Section 154. Sub-section (4) requires every person proposed for directorship to furnish a declaration in the form prescribed. For first directors named in the articles, DIN is now allotted through SPICe+ Part B itself, subject to a cap of three new DINs per incorporation application.

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Companies Act 2013 Section 153

Application for allotment of Director Identification Number

Section 153 obliges every individual intending to be appointed as director to apply for a DIN in the form prescribed along with the requisite fee. Existing DIN holders need not re-apply. It is to be noted that for first directors of a new company, the DIN is allotted through SPICe+ Part B itself; for subsequent directors, Form DIR-3 is used separately, supported by a digital signature certificate of the applicant and attested identity and address proof.

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Forms Library

Forms used in this engagement

SPICe+ Part ASimplified Proforma for Incorporating Company Electronically Plus — Part A

Web-based form for reservation of name for a proposed new company; up to two name proposals may be submitted with relevant industrial activity code and brief object

Filed before SPICe+ Part B; approved name valid for 20 days Central Registration Centre, MCA portal

SPICe+ Part BSimplified Proforma for Incorporating Company Electronically Plus — Part B

Integrated incorporation form capturing capital structure, subscribers, first directors, registered office address, and triggering allotment of DIN, PAN, TAN, EPFO, ESIC, profession tax and optional GSTIN

Within 20 days of name approval under SPICe+ Part A Central Registration Centre, MCA portal

AGILE-PRO-SApplication for Goods and Services Tax Identification Number, Employees State Insurance Corporation, Employees Provident Fund Organisation, Profession tax, Shops and Establishment registration

Linked form filed along with SPICe+ Part B to obtain GSTIN (optional), mandatory EPFO and ESIC registration, profession tax registration in Maharashtra and Karnataka, and bank account opening

Linked filing with SPICe+ Part B Central Registration Centre and respective authorities

INC-9Declaration by Subscribers and First Directors

Self-declaration by every subscriber to the memorandum and every first director that he is not convicted of any offence in connection with promotion, formation or management of any company, and that all documents filed with the Registrar contain correct information

Linked filing with SPICe+ Part B Auto-generated as PDF along with SPICe+ Part B

INC-13Memorandum of Association for Section 8 Company

Prescribed format of memorandum for companies licensed under Section 8 with charitable objects; not used for ordinary private limited companies, which use the eMoA INC-33 instead

Filed at the time of Section 8 incorporation Central Registration Centre

INC-33eMemorandum of Association

Electronic memorandum of association in Table A to E format applicable to the proposed company, signed by subscribers using DSC; this is the standard MOA for private limited incorporation

Linked filing with SPICe+ Part B Central Registration Centre, MCA portal

INC-34eArticles of Association

Electronic articles of association adopting Table F of Schedule I with modifications, signed by subscribers using DSC; carries entrenchment provisions where applicable

Linked filing with SPICe+ Part B Central Registration Centre, MCA portal

INC-11Certificate of Incorporation

System-generated Certificate of Incorporation issued by the Registrar of Companies on approval of SPICe+ Part B, carrying the Corporate Identity Number, date of incorporation, PAN and TAN

Auto-issued on approval of SPICe+ Part B Registrar of Companies (output document)

INC-20ADeclaration for Commencement of Business

Declaration by a director that every subscriber has paid the value of shares subscribed and that verification of registered office under Section 12(2) has been filed, supported by bank statement evidencing subscription money

Within 180 days of incorporation Registrar of Companies

INC-22Notice of Situation or Change of Situation of Registered Office

Filed to verify the registered office address where the same was not declared in SPICe+, or on any subsequent change of registered office, supported by utility bill and NOC from owner

Within 30 days of incorporation or change Registrar of Companies

DIR-2Consent to Act as Director

Written consent by every person proposed for first directorship to act as director, attached to SPICe+ Part B; failure renders the appointment void ab initio

Before incorporation Filed with the company, attached to SPICe+ Part B

DIR-3 KYCApplication for KYC of Directors

Annual KYC filing by every individual holding a DIN as on 31 March; captures mobile, email and address with OTP verification, supported by DSC and certification by a practising professional

On or before 30 September following the relevant 31 March Central Registration Centre

Statutory Deadlines

Compliance deadlines that matter

Miss any of these and the next consequence kicks in automatically.

Trigger event	Days	Form	Consequence
Approval of name through SPICe+ Part A	20 days	SPICe+ Part B	Name reservation lapses under Rule 9 and a fresh SPICe+ Part A with fresh fee is required
Date of incorporation of a company having share capital	180 days	INC-20A	Penalty of fifty thousand rupees on the company and one thousand rupees per day per officer in default up to one lakh under Section 10A; Registrar may strike off the name
Date of incorporation where registered office address was not included in SPICe+	30 days	INC-22	Penalty under Section 12(8) of one thousand rupees per day up to one lakh on company and every officer in default
Date of incorporation of the company	30 days	Board resolution (no e-form)	First Board meeting must be held; non-compliance attracts penalty under Section 173(4) of twenty-five thousand rupees on the company and five thousand rupees on every director
Date of incorporation of the company	30 days	Board resolution + ADT-1	First auditor must be appointed by the Board; failure shifts the appointment to members under Section 139(6) within next 90 days
Appointment of first auditor by the Board	15 days	ADT-1	Although Section 139(6) read with Rule 4 does not strictly mandate ADT-1 for first auditor, the MCA portal practice is to file it; non-filing creates audit-trail issues at first AGM
Allotment of shares to subscribers on incorporation	30 days	PAS-3	Penalty under Section 39(5) of one thousand rupees per day of default up to one lakh on the company and every officer in default
Incorporation of the company	60 days	SH-1 share certificates	Share certificates must be issued under Section 56(4)(a); non-issuance attracts fine of twenty-five thousand to five lakh rupees on the company and ten thousand to one lakh on every officer
First Board meeting of the financial year for every director	On due date	MBP-1	Director must disclose interest in Form MBP-1; non-disclosure under Section 184(4) attracts imprisonment up to one year or fine of fifty thousand to one lakh
Director becoming a significant beneficial owner of the company	30 days	BEN-1	Declaration filed with the company; subsequent BEN-2 by company within 30 days; penalty under Section 90(10) up to ten lakh rupees and continuing fine

Comparison

Private Limited vs LLP

Aspect	Private Limited	LLP
Statutory anchor	Section 2(68) read with Section 7 of the Companies Act 2013; incorporation via SPICe+ under Rule 38 of the Companies (Incorporation) Rules 2014	Limited Liability Partnership Act 2008 read with Section 11 LLP Act and Rules 11 to 19 of the LLP Rules 2009; incorporation via FiLLiP
Minimum subscribers	Two subscribers and two directors at incorporation under Section 3(1)(b) and Section 149(1)(a); cap of two hundred members per Section 2(68)(ii)	Two designated partners at incorporation under Section 7(1) of the LLP Act with no upper cap on the number of partners
Charter documents	Memorandum of Association in Table A to F of Schedule I and Articles of Association in Table F drafted with the SPICe+ INC-33 and INC-34 e-MoA / e-AoA	LLP Agreement filed in Form 3 within 30 days of incorporation under Rule 21 of the LLP Rules 2009; the LLP Act default provisions of the First Schedule apply if no agreement
Capital architecture	Authorised and paid-up share capital concept; subscriber declaration in INC-9 and INC-32 captures paid-up capital; stamp duty payable State-wise on the authorised amount	Contribution-based architecture under Section 32 LLP Act; no concept of share capital; contribution may be tangible or intangible and is recorded in the LLP Agreement
Director / partner threshold	Minimum two directors and maximum fifteen directors under Section 149(1); at least one resident director per Section 149(3); independent director not mandated	Minimum two designated partners with one resident designated partner under Section 7(1) proviso; no upper cap; DPIN allotted via Form DIR-3 equivalent through FiLLiP
Compliance load	Annual filing of AOC-4 and MGT-7 under Sections 137 and 92; statutory audit mandatory regardless of turnover per Section 139; board meetings under Section 173 at quarterly intervals	Annual filing of Form 8 and Form 11; audit triggered only if turnover exceeds ₹40 lakh or contribution exceeds ₹25 lakh under Rule 24(8) of the LLP Rules
Taxation regime	Domestic company rate of 25 per cent under Section 115BA / 22 per cent under Section 115BAA / 15 per cent for new manufacturing under Section 115BAB; MAT under Section 115JB on book profit at 15 per cent	Flat 30 per cent income tax under Section 167 of the Income Tax Act read with the First Schedule to the Finance Act; AMT at 18.5 per cent under Section 115JC; no dividend distribution layer
Distribution to owners	Dividend declared under Section 123 taxed in shareholder's hands after Finance Act 2020 abolished DDT; subject to TDS under Section 194 at 10 per cent above ₹5,000	Profit share to partners is exempt in partner hands under Section 10(2A); remuneration to working partners deductible to the LLP subject to Section 40(b) ceilings
External funding optics	Preferred vehicle for venture capital, FDI and ESOP issuance; rights issue under Section 62 and private placement under Section 42 are well-codified	FDI permitted only under the automatic route in sectors with no performance-linked conditions per Press Note 1 of 2011; not preferred by institutional investors
Director qualification disability	Directors face Section 164 disqualification on non-filing of financial statements for three consecutive years or on conviction-based grounds in Section 164(1)	No equivalent Section 164 trigger; designated partner disqualification is limited to the narrow grounds under Section 7(2) and partner-misconduct provisions of Section 30 LLP Act
Strike-off pathway	Suo motu strike-off by Registrar under Section 248(1) for two-year non-operation, or voluntary strike-off under Section 248(2) by filing STK-2 with prescribed declarations	Voluntary strike-off via Form 24 under Rule 37 of the LLP Rules 2009 after the LLP has discontinued business; simpler procedure than Section 248
Conversion flexibility	Conversion to LLP permitted under Section 56 LLP Act and Third Schedule subject to no security on assets and consent of all shareholders and creditors	Conversion to private limited under Section 366 of the Companies Act 2013 via Form URC-1; requires minimum seven partners or restructuring of partner base before conversion