The Companies Act, 2013 (“the Act”) governs the procedure for incorporating a company and issuing the certificate of registration. A company formed in India is not permitted to commence business operations without obtaining a registration certificate from the Registrar of Companies (ROC). The ROC grants this certificate only after the company fulfills all the requirements prescribed under the Act.
Company promoters must apply for incorporation through the Ministry of Corporate Affairs (“MCA”) portal. On 23 February 2020, the MCA introduced a new incorporation form known as SPICe+, which is mandatory for all companies incorporated on or after this date.
Pre-requisites for Company Incorporation
Before submitting the company incorporation form, certain conditions must be met, as outlined below:
Digital Signature Certificate (DSC)
The entire company registration process is conducted online, and the SPICe+ form must be submitted on the MCA website. A Digital Signature Certificate (DSC) is mandatory for filing forms on the MCA portal. Therefore, all proposed directors are required to obtain a DSC. Additionally, since the e-Memorandum of Association (e-MOA) and e-Articles of Association (e-AOA) are filed along with the SPICe+ form, the subscribers to the MOA and AOA must also possess a DSC.
Selection of Company Name
The promoters and proposed directors must choose a suitable name for the company. The ROC will not approve a name that is identical or closely resembles the name of an existing registered company. The name must also not conflict with any registered trademark. Hence, it is advisable to conduct a trademark search before finalising the company name.
The name should also avoid words or expressions that are restricted under the Companies (Incorporation) Rules, 2014. The promoters must apply for name reservation through Part-A of the SPICe+ form. The ROC will either approve or reject the proposed name. If rejected, the promoters are required to submit a fresh application with an alternative name for approval.
Members and Directors
A One Person Company (OPC) must have only one member and at least one director at the time of incorporation. A private limited company requires a minimum of two members and two directors. A public limited company must have at least seven members and three directors before applying for registration.
Process for Company Incorporation Under the Companies Act, 2013
The steps involved in applying for company incorporation using the SPICe+ form are as follows:
Login to MCA
A promoter or proposed director must first log in to the MCA portal to file the SPICe+ form. To do this, the applicant needs to create an account on the MCA website. Once the account is successfully created, login credentials are provided. These credentials can then be used to access the portal for filing the incorporation form and future compliance filings after the company is registered.
The steps to create an MCA account are as follows:
Click on the “Sign In/Sign Up” option located at the top right corner of the homepage. On the next screen, click on the “Register” button. Select the “User Category” as “Business User,” choose the appropriate “User Role,” enter the PAN number, and click “Next.” Provide the required personal, contact, and login details, and then click on “Create My Account.” An OTP will be sent to the registered mobile number. Enter the OTP and click “Submit.” A confirmation message will be displayed on the screen and sent to the registered email address.
After registration, click on the “Sign In/Sign Up” option on the homepage, enter the user ID and password, and select the “Login for Company Filing” option.
Filling Part-A of the SPICe+ Form
After logging in to the MCA portal, the applicant must select the “MCA Services” option from the homepage. Under the “Company Services” section, choose “SPICe+” and then click on “New Application.” The SPICe+ Part-A form will then open.
This section is used for reserving the company name. The applicant must choose the Type of Company, Class of Company, Category of Company, and Sub-Category of Company. Next, enter the main division of industrial activity, i.e., the relevant industrial activity code. Thereafter, provide the details of the proposed or approved company name, click on “Auto-Check,” and then select “Submit.”
An applicant may opt to reserve the company name first and submit Part-B of the SPICe+ form at a later stage. In such cases, up to two proposed names can be submitted in Part-A. Out of these, the Central Registration Centre (CRC) will approve one available name.
Once approved, the name remains reserved for 20 days from the date of approval, during which Part-B of the SPICe+ form must be completed. If Part-B is not filed within this period, the application will be rejected, and the applicant will need to submit a fresh Part-A application for name reservation. If the applicant chooses to submit both Part-A and Part-B together, only one company name can be entered in Part-A.
Filling Part-B of the SPICe+ Form
After completing Part-A, the applicant must fill in the required details in the Part-B SPICe+ form. If Part-B is being filed after name approval, the applicant should click on the “Fill” option available against the relevant Part-A SRN displayed on the dashboard and then click “Proceed.”
The following information must be provided in the Part-B SPICe+ form:
- Nature of business
- Authorised capital and paid-up capital
- Registered office address
- Company email ID
- Details of directors and subscribers
- Shareholding details of subscribers
- PAN and TAN details
- Business or profession code
- Details of the professional (CA, CMA, CS, or Advocate), including name, membership number, address, and status as associate or fellow
The Part-B SPICe+ form is a combined application that allows the applicant to apply for multiple registrations simultaneously, including:
- Company incorporation
- Director Identification Number (DIN)
- Permanent Account Number (PAN)
- Tax Deduction Account Number (TAN)
Filling the AGILE-PRO-S Form
The AGILE-PRO-S form is used to apply for registrations such as Employees’ State Insurance Corporation (ESIC), Goods and Services Tax Identification Number (GSTIN), Employees’ Provident Fund Organisation (EPFO), opening of a bank account, Professional Tax Registration (applicable in Karnataka, Maharashtra, and West Bengal), and the Shops and Establishment Registration. The SPICe+ form must be submitted along with the AGILE-PRO-S form.
Uploading the SPICe+ Form
After completing the Part-B SPICe+ form, the applicant must upload the necessary documents and conduct a pre-scrutiny check. Once the pre-scrutiny is successful, the applicant should click on “Submit.” A confirmation message will appear after submission. The applicant must then download the PDF of the submitted Part-B SPICe+ form to affix the Digital Signature Certificate (DSC).
The signed Part-B SPICe+ form is then uploaded on the MCA portal. A Service Request Number (SRN) is generated for payment of the incorporation fees. After the fees are paid, the application is processed by the ROC. Upon verification and satisfaction with the details provided, the ROC issues the Certificate of Registration.
Documents to Be Attached With the SPICe+ Form
The following documents must be attached along with the SPICe+ form:
- e-MOA and e-AOA
- Declaration from the first directors and subscribers
- Proof of the company’s registered office address
- Resolution passed by the promoter company
- Copy of utility bills
- Disclosure of interests of the first directors in other entities
- Identity and address proof of subscribers
- Nominee consent in Form INC-3 (applicable for OPC)
- Identity and address proof of the nominee
- Identity and address proof of the applicant
- Certificate of incorporation of a foreign body corporate, if applicable
- Any optional attachments, if required
For the AGILE-PRO-S form, the following documents are required:
- Proof of the principal place of business
- Proof of appointment of the authorised signatory for GSTIN
- Identity and address proof of the authorised signatory for bank account opening
- Specimen signature of the authorised signatory for EPFO
Precautions While Filing the Incorporation Application
The following points should be carefully considered while submitting the SPICe+ form:
- The incorporation form must be digitally signed by the director and the concerned professional
- The Digital Signature Certificate (DSC) should be valid and active
- Proposed directors must not be disqualified under the Companies Act, 2013
- Attached documents must comply with the prescribed file size limits
- All uploaded documents should be clear and readable
- The maximum size allowed for each PDF attachment in the SPICe+ form is 6 MB
- All document copies must be self-attested by the respective directors
- Identity proof documents include PAN, driving licence, voter ID, or passport
- Address proof documents include voter ID, bank statement, or utility bills such as electricity, telephone, or mobile bills not older than two months
Commencement of Business
A company having share capital is not permitted to commence business operations or exercise borrowing powers unless it fulfills the following requirements:
- A director must file a declaration in Form INC-20A with the ROC within 180 days from the date of incorporation. This declaration must be verified by a practising CA, CS, or CMA and confirm that all subscribers to the MOA have paid the value of the shares agreed upon.
- The company must file Form INC-22 for verification of its registered office with the ROC within 30 days from the date of incorporation.
To legally establish a company, the promoter or founder must submit the SPICe+ incorporation form to the ROC. The entire incorporation process is conducted online. Once the application and supporting documents are submitted through the MCA portal, the ROC reviews the details and, upon satisfaction, issues the Certificate of Registration.
FAQs – Company Incorporation Under Companies Act, 2013
1. What is company incorporation under the Companies Act, 2013?
Company incorporation is the legal process of registering a business with the Ministry of Corporate Affairs (MCA) under the Companies Act, 2013, giving it a separate legal identity.
2. What types of companies can be incorporated under the Companies Act, 2013?
The Act allows incorporation of Private Limited Companies, Public Limited Companies, One Person Companies (OPC), Section 8 (NGO) Companies, and Producer Companies.
3. Who can incorporate a company in India?
Any Indian citizen or foreign national, subject to compliance requirements, can incorporate a company. A minimum of two shareholders and directors is required for a Private Limited Company, while OPC requires only one.
4. What is the minimum capital required for company incorporation?
There is no minimum paid-up capital requirement prescribed under the Companies Act, 2013 for most company types.
5. Is it mandatory to have a registered office address at the time of incorporation?
Yes, a registered office address in India is mandatory. However, temporary addresses are allowed and can be updated later within the prescribed timeline.
6. What documents are required for company incorporation?
Key documents include identity and address proof of directors and shareholders, registered office proof, Memorandum of Association (MOA), Articles of Association (AOA), and declarations under SPICe+ forms.
7. How long does it take to incorporate a company in India?
Company incorporation generally takes 7–10 working days, subject to document verification and approval by the Registrar of Companies (ROC).
8. Is Digital Signature Certificate (DSC) mandatory for incorporation?
Yes, DSC is mandatory for all proposed directors and subscribers to digitally sign incorporation documents.
9. Can a company be incorporated online?
Yes, company incorporation is completely online through the MCA portal using the SPICe+ integrated web form.
10. Is GST registration mandatory at the time of company incorporation?
GST registration is not mandatory unless the business crosses the prescribed turnover limit or engages in GST-applicable activities.
11. What is CIN and when is it issued?
Corporate Identification Number (CIN) is a unique number issued by the ROC after successful incorporation of the company.
12. What compliances are required after incorporation?
Post-incorporation compliances include opening a bank account, commencement of business filing, appointment of auditor, GST registration (if applicable), and regular ROC filings.
13. Can foreign nationals be directors or shareholders in an Indian company?
Yes, foreign nationals can be directors or shareholders, subject to FDI regulations and documentation compliance.
14. Why should I hire a Chartered Accountant for company incorporation?
A Chartered Accountant ensures correct documentation, legal compliance, tax structuring, and smooth approval under the Companies Act, 2013.
