Private limited company incorporation checklist

What it involves and when it is due

A private limited company needs at least two directors and two members (shareholders); the same persons can be both. At least one director must have stayed in India for 182 days or more in the financial year (Section 149(3) of the Companies Act, 2013).

Incorporation is a single web form, SPICe+ (INC-32), on the MCA portal. Part A reserves the name: if filed on its own, up to two names can be proposed, and the approved name is reserved for 20 days, extendable for a fee under Rule 9A of the Companies (Incorporation) Rules, 2014. Part B carries the incorporation details, DIN allotment for new directors, PAN and TAN, and is filed with the linked forms e-MoA (INC-33), e-AoA (INC-34) and AGILE-PRO-S (INC-35), which covers GSTIN (optional), EPFO and ESIC registration and the bank account.

The certificate of incorporation shows the CIN, PAN and TAN. After incorporation, the subscribers pay for their shares into the company's bank account, the board appoints the first auditor within 30 days, and the declaration of commencement of business (INC-20A) is filed within 180 days.

Official forms

Common reasons for queries and rejections

• Proposed name identical or too close to an existing company, LLP or registered trade mark, or using words that need approval under Rule 8 of the Companies (Incorporation) Rules, 2014.
• Utility bill for the registered office older than two months, or its address not matching the address entered in the form.
• No objection certificate signed by someone other than the owner named in the ownership proof.
• Name, father's name or date of birth differing between PAN, Aadhaar and the DSC of a director or subscriber.
• Main objects that are vague, or that include regulated activities (such as lending, insurance or chit funds) needing separate approval.
• Name reservation lapsing after 20 days because Part B was not filed in time.
• Foreign national's documents not apostilled or consularised as the instruction kit requires.

Questions

Can a home address be the registered office?

Yes. A utility bill not older than two months, ownership or rent proof and a no objection certificate from the owner are needed for that address, as for any other premises.

Is a separate name application needed before SPICe+?

No. The name can be reserved through SPICe+ Part A on its own, or Part A and Part B can be filed together, in which case only one name is proposed.

What has to be filed in the first year?

INC-20A within 180 days, appointment of the first auditor within 30 days, and then the annual filings AOC-4 and MGT-7 or MGT-7A after the first AGM. The ROC due date calendar lists the dates.

Official sources

• SPICe+ and linked filings FAQ (mca.gov.in)
• Instruction kit: SPICe+ Part A, name reservation (mca.gov.in)
• One Person Company FAQ (mca.gov.in)