Registering a company in India is now an online process run through one integrated MCA form. The harder decision comes first: which structure to register. That choice sets your tax, your compliance load and whether you can ever raise equity, and changing it later costs time and money.
This guide compares the eight structures Indian businesses use, explains how registration works end to end, and sets out the documents, costs and first-year filings. For a detailed, step-by-step private limited walkthrough, see how to register a private limited company. If you want it handled for you, our company registration service covers every structure below.
Quick answers
| Question | Answer |
|---|---|
| Which law governs company registration? | The Companies Act, 2013, administered by the Ministry of Corporate Affairs (MCA). |
| Is registration mandatory to do business? | No. A proprietorship or partnership can trade legally, but without limited liability or a separate legal identity. |
| Which form is used? | SPICe+ for companies (Part A for the name, Part B for incorporation). An LLP uses FiLLiP. |
| How many directors does a Pvt Ltd need? | At least two directors and two shareholders; an OPC needs one member and a nominee. |
| What do you get at the end? | A Certificate of Incorporation with a CIN, plus the company's PAN and TAN. |
| How long does it take? | Usually 7 to 15 working days if the name and documents are in order. |
What company registration actually means
Registering a company means incorporating a legal entity under the Companies Act, 2013. Section 2(20) defines a company as one incorporated under the Act or an earlier company law. Once the Registrar of Companies (ROC) issues the Certificate of Incorporation under section 7, the company is a separate legal person: it can own assets, sign contracts, and sue or be sued in its own name, apart from its owners.
- DSC (Digital Signature Certificate): the electronic signature each director needs to sign MCA forms.
- DIN (Director Identification Number): the unique number every director holds, allotted through SPICe+ for new directors.
- SPICe+ Part A and Part B: Part A reserves the name; Part B is the incorporation filing.
- MOA and AOA: the Memorandum and Articles of Association, filed electronically as e-MOA and e-AOA.
- CoI and CIN: the Certificate of Incorporation, and the Corporate Identity Number printed on it.
Do you need to register a company at all?
You do not have to register a company to do business. A sole proprietorship or partnership can trade legally, but without limited liability or a separate legal identity. Here is what registration changes.
| Feature | Registered company | Unregistered business (proprietorship) |
|---|---|---|
| Legal identity | Separate from the owners | Same as the owner |
| Liability | Limited to the investment | Unlimited and personal |
| Fund raising | Can issue shares | Difficult |
| Compliance | Annual ROC filings and a statutory audit | Minimal |
The eight structures, compared
| Structure | Owners (min / max) | Liability | Registered under | Best for |
|---|---|---|---|---|
| Sole proprietorship | 1 / 1 | Unlimited | No single registration law; GST, Udyam and local licences as needed | Solo trader, freelancer |
| Partnership firm | 2 / 50 | Unlimited | Indian Partnership Act, 1932 | Small family business |
| LLP | 2 / no limit | Limited to contribution | LLP Act, 2008 | Professional services, low-funding ventures |
| One person company | 1 member plus 1 nominee | Limited | Companies Act, 2013, s.2(62) | Solo founder wanting a corporate shield |
| Private limited company | 2 / 200 | Limited | Companies Act, 2013 | Startups raising funds, growing SMEs |
| Public limited company | 7 / no limit | Limited | Companies Act, 2013 | Large businesses, those planning to list |
| Section 8 company | 2 / no limit (as a private company) | Limited | Companies Act, 2013, s.8 | Non-profit, charitable and social objects |
| Producer company | 10 producers or 2 producer institutions / no limit | Limited | Companies Act, 2013, Chapter XXIA | Farmer producer organisations |
For a deeper look at the three most common choices, see Pvt Ltd vs LLP vs OPC.
Four questions that decide your structure
- Do you plan to raise equity funding? Choose a private limited company.
- Are you a solo founder? An OPC, or a private limited company with a second shareholder.
- Is the business a professional practice run by partners? An LLP.
- Is the mission non-profit? A Section 8 company.
How compliance cost rises across structures
Compliance and audit effort rises in this order: proprietorship, partnership, LLP, OPC, private limited, public limited. A company is audited every year; an LLP only above its turnover or contribution threshold; a proprietorship has no company-law audit at all. A small company, one with paid-up capital up to ₹10 crore and turnover up to ₹100 crore (G.S.R. 880(E), 1 December 2025), gets a lighter version of the company regime. A public company can never be a small company.
Which law each structure is registered under
Private limited, OPC, public limited, Section 8 and producer companies are all incorporated under the Companies Act, 2013 through SPICe+. An LLP is registered under the LLP Act, 2008 through FiLLiP. A partnership firm is governed by the Indian Partnership Act, 1932, and registration with the state Registrar of Firms is optional, though an unregistered firm cannot sue to enforce its contracts. A proprietorship has no registration of its own.
Structures with extra conditions at registration
A Section 8 company needs a licence from the Central Government and objects that fit section 8(1), such as education, charity or social welfare. The licence is now issued through SPICe+ together with incorporation. A producer company must have producer members and objects limited to producer activities under Chapter XXIA, with at least five directors. Both take longer to draft than an ordinary private company.
How much tax each structure pays
For FY 2025-26 (AY 2026-27) income is taxed under the Income-tax Act, 1961. The Income-tax Act, 2025 came into force on 1 April 2026 and applies from Tax Year 2026-27, so section numbers change from that year.
| Structure | FY 2025-26, Income-tax Act, 1961 |
|---|---|
| Private limited, OPC, public limited | 25% where turnover in FY 2023-24 did not exceed ₹400 crore, otherwise 30%; or 22% under section 115BAA, giving up certain deductions. Surcharge and 4% cess on top. From Tax Year 2026-27 the 22% option continues under section 200 of the 2025 Act. |
| LLP and partnership firm | 30%, a 12% surcharge where income exceeds ₹1 crore, and 4% cess. A partner's profit share is exempt in the partner's hands. |
| Sole proprietorship | The owner's personal slab rates. |
| Section 8 company | Taxed like any company unless it separately obtains 12A registration. 80G approval, which lets donors claim a deduction, is a further application. Neither follows automatically from incorporation. |
For a company, dividends are taxed in the shareholder's hands. For the full company rate position, see private limited company tax rate for AY 2026-27, and for the new "tax year" wording, the tax year concept explained.
The law and the authorities
- Companies Act, 2013: section 3 (formation), section 7 (incorporation), section 2(20) (definition of company), section 2(62) (one person company), section 10A (commencement of business).
- Companies (Incorporation) Rules, 2014: the forms and procedure for SPICe+.
- Authorities: the MCA, through the Central Registration Centre and the Registrar of Companies for your state.
- LLP Act, 2008 for LLPs, filed through FiLLiP rather than SPICe+.
How registration works, end to end
This is the company route through SPICe+. The detailed private limited version, with every attachment, is in our private limited registration guide, and the form itself is explained in the SPICe+ form guide.
Class 3 DSC
Each proposed director and subscriber needs a Class 3 digital signature certificate from a licensed certifying authority, issued after Aadhaar-based e-KYC. It is valid for two years and reused for later filings. Register the DSC on the MCA portal before filing, or the submission is blocked.
Name reservation in SPICe+ Part A, and the words you cannot use
Propose up to two names. Each must be unique and not identical or deceptively similar to an existing company or a registered trademark. Words such as "National", "Bank" and "Insurance" are restricted and need specific approval. Check the MCA name search and the IP India trademark database before you apply. An approved name is reserved for 20 days.
SPICe+ Part B within 20 days
Part B carries the capital, registered office, directors and subscribers, with the e-MOA (INC-33), e-AOA (INC-34) and INC-9 declarations attached. It allots the DIN for new directors and applies for PAN and TAN. File it within 20 days of name approval, or the name lapses.
AGILE-PRO-S: GST, EPFO, ESIC, profession tax, bank account
The linked AGILE-PRO-S form (INC-35) applies in the same submission for:
- GSTIN, if you opt for it at this stage
- EPFO and ESIC registration
- Profession tax in states that levy it, such as Maharashtra, Karnataka and West Bengal
- A current account with a partner bank
ROC review, and what happens on a resubmission query
After you pay the fees and submit, a Service Request Number (SRN) is generated for tracking. The ROC either approves the application or raises a query, often about an address mismatch or the name or objects. You correct it, re-sign with DSCs and re-file. A query typically adds 5 to 7 working days.
Certificate of Incorporation, and how to read your CIN
The Certificate of Incorporation carries the company name, date of incorporation and the 21-character CIN. The company's PAN and TAN are allotted with it, so no separate PAN application is needed. A CIN such as U67190WB2026PTC000000 decodes as: U = unlisted, 67190 = industry code, WB = state (West Bengal), 2026 = year of incorporation, PTC = private limited company, and the last six digits are the registration number. More in our certificate of incorporation and CIN guide.
Can you register a company without a CA?
You can open an MCA account and prepare a SPICe+ filing yourself. But the form requires certification by a practising Chartered Accountant, Company Secretary or Cost Accountant. That certification is mandatory, so a professional is involved at that stage whatever you do.
The rest of the value is in avoiding round trips: a name that clears on the first attempt, an objects clause that will not box you in later, and documents that match so the ROC does not raise a query.
Documents required
- PAN and Aadhaar of every director and shareholder.
- Identity proof: passport, voter ID or driving licence.
- Address proof: bank statement or utility bill not older than two months.
- Passport-size photographs.
- Registered office: recent utility bill, the owner's no-objection certificate, and the rent agreement if rented. The names and addresses must read the same across all three.
- Foreign nationals and NRIs: passport and overseas address proof, notarised and apostilled.
Our documents required for company registration guide walks through each proof and its formatting rules.
What registration costs
| Cost component | What it is |
|---|---|
| Name reservation | ₹1,000 per name application |
| MCA incorporation fee | Nil where authorised capital is ₹15 lakh or less |
| Stamp duty | On the MOA and AOA, set by your state and in some states linked to authorised capital |
| DSC | A Class 3 DSC for each director, at actuals |
| PAN and TAN | ₹66 and ₹65 |
| Professional fee | Regikart: from ₹1,499 |
Professional fees exclude GST at 18%. Government fees, where they apply, are paid at actuals and shown separately. Fees verified on 25 September 2026. Do not pad the authorised capital: it raises the stamp duty and, above ₹15 lakh, the MCA fee. The full breakdown is in what it costs to register a private limited company.
After incorporation: INC-20A, auditor, DIR-3 KYC
- INC-20A within 180 days. Once the subscribers have paid for their shares, file the declaration of commencement of business. Missing it attracts a penalty under section 10A of ₹50,000 on the company and ₹1,000 per day on each officer in default, up to ₹1,00,000, and the company cannot borrow or start business until it is filed. Our INC-20A filing service covers this.
- First auditor within 30 days. The board appoints the first auditor within 30 days of incorporation and intimates the ROC in Form ADT-1.
- Annual filings. AOC-4 and MGT-7 (MGT-7A for an OPC or small company) every year. A late form carries an additional fee of ₹100 per day per form, with no upper limit. Persistent default can lead to the company being struck off and its directors disqualified.
- DIR-3 KYC. Due once every three financial years by 30 June (G.S.R. 943(E), effective 31 March 2026). The next date is 30 June 2028 for directors already compliant.
- GST. Registration is required above ₹40 lakh turnover for goods or ₹20 lakh for services, or for inter-state supply of goods.
See steps after company registration for the full first-year order.
Choosing wrong, and what it costs to change later
- A proprietorship just to start fast. Moving the business into a company later means transferring assets, contracts and registrations.
- An OPC when you plan to raise equity. An OPC has one member, so it must convert before an investor can come in.
- An LLP for an investor-led startup. VC term sheets assume a private limited company; an LLP cannot issue shares.
- A Section 8 company because it sounds CSR-friendly. It can never distribute profit to its members.
Changing is possible. You can convert an LLP to a private limited company under section 366 of the Companies Act, 2013, and an OPC can convert to a private limited company at any time. But a switch carries tax, stamp duty and goodwill questions that cost more than choosing right at the start. Our company to LLP conversion guide covers the other direction.
Key takeaways
- Registration is optional, but only incorporation gives limited liability and a separate legal identity.
- Pick the structure from your funding and ownership plans: private limited for equity, OPC for one owner, LLP for a partner-run practice, Section 8 for non-profit work.
- Companies register through SPICe+; file Part B within 20 days of name approval. LLPs use FiLLiP.
- The MCA incorporation fee is nil up to ₹15 lakh authorised capital; name fee, stamp duty, DSC and PAN and TAN are separate.
- After incorporation: INC-20A within 180 days, the first auditor within 30 days, annual filings, and DIR-3 KYC once every three financial years.
Talk to Regikart
Choosing the structure shapes your tax and compliance for years. Regikart's CA and CS team helps 250+ clients compare the options and handles the full company registration, from offices in Kolkata (head office), Delhi and Bengaluru. Call or WhatsApp +91 70444 94804, or contact us.
Frequently asked questions
Is company registration mandatory to run a business?
No. You can operate legally as a sole proprietorship or partnership without incorporating, but you give up limited liability and a separate legal identity.
What is the difference between a company and a firm?
A company is incorporated under the Companies Act, 2013 and is a separate legal person. A partnership firm is formed under the Indian Partnership Act, 1932 and is not separate from its partners, who carry unlimited liability.
Konsa structure investors prefer karte hain?
Private limited company. It can issue equity shares, run an ESOP and take foreign investment, which is what investor term sheets assume.
How long does company registration take in India?
Usually 7 to 15 working days once the name is approved and the documents are correct. A resubmission query from the ROC typically adds 5 to 7 working days.
Can I register a company without a CA?
You can prepare the SPICe+ application yourself, but it must be certified by a practising CA, CS or Cost Accountant before it can be filed.
What is a CIN?
The Corporate Identity Number, a unique 21-character code the ROC allots to every company at incorporation. It encodes the listing status, industry, state, year, company type and registration number.
Do I get PAN and TAN with registration?
Yes. SPICe+ applies for them and they are allotted with the Certificate of Incorporation. The fees are ₹66 for PAN and ₹65 for TAN, paid in the same filing.
Can I use a virtual office address for company incorporation?
Yes, provided you have a signed no-objection certificate from the address provider and a valid utility bill in their name. The address must be able to receive statutory correspondence.
How do I track my SPICe+ application status?
Use the SRN generated at submission to check the status on the MCA portal under "Track SRN/Transaction Status".
Can a single person register a company?
Yes, as a one person company under section 2(62) of the Companies Act, 2013, with one member and a nominee. The member and nominee must be Indian citizens.
Can I change an LLP to a private limited company later?
Yes, under section 366 of the Companies Act, 2013. Plan for the tax, stamp duty and goodwill consequences before you convert.
Can a foreigner or NRI register a company in India?
Yes. Foreign nationals and NRIs can be directors and shareholders of a private limited company, with notarised and apostilled documents, at least one director resident in India, and the FDI rules for the sector.
About the author
Regikart CS Team
Company Secretaries at Regikart. Want to discuss this in the context of your business?
