MORGAN BLAKE ADVISORY LLP
Incorporation and Setup of a Company in India
A practical, step-by-step guide for founders and businesses
Setting up a company in India has become significantly faster and more streamlined over the past few years, largely due to the Ministry of Corporate Affairs' (MCA) single-window SPICe+ system. But “faster” doesn't mean “simple” — the process still involves several interlocking steps, and a small error at any stage can cost weeks in delays.
Choosing the Right Business Structure
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Structure
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Best For
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Key Requirement
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Private Limited Company
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Startups and growing businesses seeking equity funding
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Min. 2 directors (1 India-resident), 2 shareholders
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One Person Company (OPC)
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Solo founders wanting limited liability
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1 director/shareholder; scale and conversion restrictions apply
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LLP
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Professional services, smaller operating businesses
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Simpler compliance; less attractive to equity investors
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Section 8 Company
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Non-profit / charitable purposes
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Specific charitable-objects documentation
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Public Limited Company
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Businesses planning to raise public capital or list
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Higher compliance and governance requirements
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Most businesses seeking external investment choose a Private Limited Company — it's the structure investors expect and the one with the clearest path to follow-on funding rounds.
The Incorporation Process: Step by Step
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Step
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What Happens
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Typical Pitfall
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1
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Obtain Digital Signature Certificates (DSC) for all directors and subscribers — a Class 3 DSC from an MCA-authorised certifying authority.
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Foreign directors need notarised/apostilled ID proof first — start this early.
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2
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Reserve company name and file SPICe+ Part A.
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A rejected name requires resubmission with an added cost.
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3
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File SPICe+ Part B within 20 days of name approval — covers company details, directors, capital structure, registered office, and e-MOA/e-AOA.
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Missing the 20-day window lapses the name reservation; the process restarts.
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4
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Pay MCA filing fees (linked to authorised capital) and applicable stamp duty.
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Stamp duty varies by state — confirm before filing.
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5
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Registrar of Companies reviews and issues the Certificate of Incorporation, CIN, PAN and TAN.
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Incomplete or mismatched documentation is the most common cause of rejection.
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A single SPICe+ filing also triggers, where applicable: DIN allotment for up to three directors, GST registration, EPFO and ESIC registration, and company bank account opening — all from one integrated application.
Documents Commonly Required
- Identity and address proof for all directors and shareholders
- Proof of registered office address
- No-objection certificate from the property owner, if premises are not company-owned
- Digitally signed e-MOA and e-AOA
- For foreign directors: notarised or apostilled passport and address proof
After Incorporation: What Comes Next
- Declaration of commencement of business — confirming subscribed capital has been deposited, due within 180 days of incorporation.
- Open a company bank account and deposit subscribed capital.
- Complete GST registration, if not already obtained through SPICe+ and applicable thresholds are met.
- Appoint a statutory auditor within 30 days of incorporation.
- Set up statutory registers and hold the first board meeting.
A Note for Foreign Founders and Investors
For companies with foreign shareholding, two additional considerations apply: at least one director must have been resident in India for 120 or more days in the preceding financial year, and any foreign direct investment must be reported on the RBI's FIRMS portal within 30 days of share allotment. Certain sectors carry additional approval requirements or restrictions under India's FDI policy — worth confirming early, since sector classification can materially change the incorporation timeline.
Incorporation mistakes are rarely fatal, but they're almost always expensive in time. If you're planning to incorporate a business in India — as a first-time founder or as part of setting up an Indian subsidiary — our advisory team can manage the structure decision, the SPICe+ filing, and the post-incorporation compliance checklist end to end.
Contact us: info@morganblakeadvisory.com | +91 98184 77953
This article is for general informational purposes and does not constitute legal or tax advice. Incorporation requirements, fees, and thresholds are subject to MCA notification and should be confirmed for your specific circumstances.
