Tag: MCA

  • Private Limited Company Registration in India: SPICe+ Process, Documents and Timeline

    Private Limited Company Registration in India: SPICe+ Process, Documents and Timeline

    A private limited company remains the most popular structure for start-ups and growing businesses in India. It offers limited liability, a separate legal identity and an easy route to bring in investors. The good news is that company registration in India is now almost entirely online, through a single integrated web form on the MCA portal called SPICe+.

    With complete documents, a company can often be incorporated within about a week or two, and the same process also delivers PAN, TAN and several other registrations. This guide walks through the SPICe+ process step by step, the documents you will need, the fees involved and a realistic timeline.

    Key takeaways

    • SPICe+ is a single web form with Part A for name reservation and Part B for incorporation, filed on the MCA V3 portal.
    • A private limited company needs at least two directors and two shareholders, with at least one director resident in India.
    • The government incorporation fee is nil for companies with authorised capital up to ₹15 lakh, but state stamp duty is payable.
    • Linked forms include the e-MOA, e-AOA and AGILE-PRO-S, which covers GST, EPFO, ESIC, profession tax and a bank account where applicable.
    • After incorporation, the declaration of commencement of business in INC-20A should be filed within 180 days.

    Before you start: basic requirements

    • Directors: minimum two, maximum fifteen (more with a special resolution). At least one director must have stayed in India for at least 182 days in the financial year.
    • Shareholders: minimum two, maximum two hundred. Directors can also be shareholders.
    • Registered office: an address in India where the company can receive communications. It can be rented, owned or even a residential address, with the owner’s consent.
    • Digital signatures (DSC): every director and subscriber signing the forms needs a valid Class 3 DSC.
    • Capital: there is no minimum paid-up capital requirement, but choose authorised capital with future funding in mind.

    Company registration in India through SPICe+: step by step

    Step 1: Choose and reserve a name (SPICe+ Part A)

    Propose up to two names that reflect the business and are not identical or too similar to existing companies, LLPs or registered trademarks. Check the MCA name search and the trademark registry before filing. Once approved, the name is reserved for 20 days, within which Part B must be filed. You can also file Part A and Part B together.

    Choosing a distinctive name early also helps with branding; our guide to trademark registration in India explains how to protect it.

    Step 2: Fill in SPICe+ Part B

    Part B collects the core incorporation details:

    • Registered office address and proof
    • Authorised and subscribed share capital
    • Details of directors and subscribers, including DIN allotment for up to three new directors
    • PAN and TAN applications, which are processed automatically

    Step 3: Prepare the linked forms

    1. e-MOA (INC-33): the Memorandum of Association, including the company’s main objects.
    2. e-AOA (INC-34): the Articles of Association, the internal rules of the company.
    3. AGILE-PRO-S: for GSTIN (if opted), EPFO and ESIC registration, profession tax in applicable states, and opening a bank account.
    4. INC-9: the declaration by subscribers and directors, generated by the system.

    Step 4: Sign, pay and submit

    Affix DSCs on all forms, upload them and pay the fees and stamp duty online. The Central Registration Centre processes the application.

    Step 5: Certificate of incorporation

    Once approved, you receive the Certificate of Incorporation with the Corporate Identity Number (CIN), along with PAN and TAN. EPFO and ESIC registration numbers are also allotted, and GST registration follows where it was applied for.

    Documents checklist

    For each director and subscriberFor the registered office
    PAN cardUtility bill (electricity, gas, water or telephone), not older than two months
    Aadhaar or other identity proofRent agreement or ownership proof
    Address proof such as bank statement or utility bill, recentNo-objection letter from the owner
    Passport-size photographPhotographs of the premises, if asked
    Email ID and mobile number
    DSC

    Foreign nationals and NRIs need a passport and, typically, notarised or apostilled documents, depending on the country.

    Fees and timeline

    Government fees: for authorised capital up to ₹15 lakh, the incorporation fee is nil. Name reservation and higher capital attract fees on the MCA fee scale.

    Stamp duty: payable on the MOA, AOA and share capital, at rates that vary by state. The portal calculates it automatically.

    Timeline: a common range is about 7 to 15 working days from the start, depending on:

    • How quickly DSCs are issued
    • Whether the name is approved at the first attempt
    • Completeness of documents, since resubmission requests add days

    After incorporation: the first 180 days

    Registration is only the beginning. Early compliance keeps the company in good standing:

    1. Open the bank account and deposit subscription money from shareholders.
    2. File INC-20A, the declaration of commencement of business, within 180 days of incorporation, with proof of subscription money received.
    3. Appoint the first auditor within 30 days of incorporation.
    4. Hold the first board meeting within 30 days, and at least four board meetings each year thereafter, subject to relaxations for certain companies.
    5. Issue share certificates to subscribers within the prescribed time.
    6. Plan annual filings such as AOC-4 and MGT-7; see our guide to ROC annual filing.

    If you are still deciding on the structure, our comparison of LLP vs private limited company may help.

    Frequently asked questions

    How long does company registration in India take?

    With complete documents and valid DSCs, a private limited company can often be incorporated in about 7 to 15 working days. Name objections or resubmissions can extend this.

    Is there a minimum capital for a private limited company?

    No. There is no minimum paid-up capital requirement. Choose authorised capital based on your funding plans, as stamp duty and fees depend on it.

    Can a foreign national be a director?

    Yes. A foreign national can be a director and shareholder, but at least one director must be resident in India. Foreign investment must also follow FEMA rules.

    Do I need GST registration at the time of incorporation?

    Not necessarily. GST registration is required when you cross the threshold or fall into a compulsory category. It can be applied for through AGILE-PRO-S or later.

    If you would like help registering your private limited company and setting up the first-year compliance, our team would be happy to assist.

    This article is general information based on the law as of September 2026, and is not legal or tax advice. Please check the facts of your own case with a professional before acting.

  • ROC Annual Filing for FY 2025-26: AOC-4 and MGT-7 Due Dates and Penalties

    ROC Annual Filing for FY 2025-26: AOC-4 and MGT-7 Due Dates and Penalties

    For most private companies, the annual general meeting (AGM) for FY 2025-26 had to be held by 30 September 2026. That date sets the clock for the two main ROC filings of the year, and the AOC-4 MGT-7 due date follows directly from it: financial statements within 30 days of the AGM and the annual return within 60 days.

    The good news is that both forms are routine once the audited accounts and board records are in place. This guide sets out the dates for FY 2025-26, the forms that apply to different types of companies, the additional fees and penalties for delay, and a simple checklist to help your filings go through the MCA V3 portal without resubmissions.

    Key takeaways

    • With an AGM on 30 September 2026, AOC-4 is due by 30 October 2026 and MGT-7 or MGT-7A by 29 November 2026.
    • One Person Companies file AOC-4 within 180 days of the financial year end, which for FY 2025-26 was 27 September 2026.
    • Small companies now include those with paid-up capital up to ₹10 crore and turnover up to ₹100 crore, following the revised definition effective 1 December 2025.
    • Late filing attracts an additional fee of ₹100 per day per form, with no upper limit, plus possible penalties under the Companies Act.
    • The Companies Compliance Facilitation Scheme, 2026 closed on 15 September 2026, so pending filings now carry the full additional fee.

    AOC-4 MGT-7 due date for FY 2025-26

    The due dates are linked to the date on which the AGM is actually held, not to a fixed calendar date. The table below assumes the AGM was held on the last permitted date.

    FormWhat it containsTime limitDue date if AGM on 30 Sep 2026
    AOC-4 / AOC-4 XBRL / AOC-4 CFSAudited financial statements and board’s report30 days from AGM30 October 2026
    MGT-7Annual return (other companies)60 days from AGM29 November 2026
    MGT-7AAnnual return for small companies and OPCs60 days from AGM29 November 2026
    AOC-4 (OPC)Financial statements of a One Person Company180 days from year end27 September 2026

    If your AGM was held earlier, say on 15 September, the dates move earlier too. If the Registrar granted an extension for holding the AGM, the filing periods run from the date the adjourned or extended meeting is actually held. Where an AGM could not be held at all, the forms are still to be filed within the same periods counted from the last date on which the AGM should have been held.

    Which form applies to your company

    • AOC-4: the standard form for most companies filing standalone financial statements.
    • AOC-4 XBRL: for listed companies and their Indian subsidiaries, companies with paid-up capital of ₹5 crore or more, turnover of ₹100 crore or more, and other classes specified in the rules.
    • AOC-4 CFS: for companies that must prepare consolidated financial statements, filed in addition to the standalone form.
    • MGT-7A: the abridged annual return for small companies and One Person Companies.
    • MGT-7: for all other companies, and it may need certification by a practising company secretary for larger companies.

    The revised small company definition

    From 1 December 2025, a private company is a small company if its paid-up capital does not exceed ₹10 crore and its turnover does not exceed ₹100 crore, with both conditions met. The earlier limits were ₹4 crore and ₹40 crore. Many companies that filed MGT-7 last year may now be eligible for the simpler MGT-7A, and for other small-company relaxations. Check your status against the latest audited figures before choosing the form.

    Additional fees and penalties for delay

    Late filing has two separate consequences.

    Additional fee. When a form is filed after its due date, the MCA system charges an additional fee of ₹100 for each day of delay, on top of the normal filing fee. There is no ceiling, so a form filed a year late costs more than ₹36,000 in additional fee alone, and each form is counted separately.

    Penalties under the Companies Act. Independently of the fee, the Registrar may levy penalties:

    • Section 137 (financial statements): on the company, ₹10,000 plus ₹100 per day of continuing default, up to ₹2 lakh; on the managing director, CFO or other officer in default, ₹10,000 plus ₹100 per day, up to ₹50,000.
    • Section 92 (annual return): on the company and every officer in default, ₹10,000 plus ₹100 per day, subject to maximums of ₹2 lakh for the company and ₹50,000 for each officer.

    Small companies, One Person Companies and eligible start-ups benefit from section 446B, under which penalties are limited to one-half of the normal amount, subject to lower caps. Continued non-filing for several years can also lead to disqualification of directors and, in some cases, action to strike the company off the register.

    What about the facilitation scheme?

    The Companies Compliance Facilitation Scheme, 2026 allowed defaulting companies to file pending documents by paying a reduced additional fee. After extensions, it closed on 15 September 2026. Pending filings now attract the full additional fee, so it is sensible to clear any backlog without further delay.

    A practical filing checklist

    1. Audited financial statements signed by the board and the auditor, with the auditor’s report and, where applicable, the CARO report.
    2. Board’s report with all required annexures, signed as authorised by the board.
    3. AGM details, including the date of the meeting and any extension, entered consistently in both AOC-4 and MGT-7.
    4. Shareholding pattern as at the year end, with changes during the year and a list of shareholders and debentureholders.
    5. Details of board and committee meetings and attendance, and of directors and key managerial personnel.
    6. Remuneration details of directors and KMP, where required in the form.
    7. Valid DSCs of the signatories and professionals certifying the forms, checked for expiry in advance.
    8. Company master data on the MCA portal reviewed, so pre-filled fields such as class of company and address are correct.

    A frequent cause of rejections is a mismatch between the AGM date or financial figures reported in AOC-4 and those in MGT-7. Preparing both from the same source file avoids this.

    Linking ROC filings with your tax compliance

    The audited accounts filed in AOC-4 are the same accounts used for income tax. If your company also needs a tax audit, aligning both timelines saves effort, and our guide on the tax audit for FY 2025-26 explains the revised tax audit dates. For partnerships structured as LLPs, see our upcoming guide to LLP Form 8 and Form 11. You can view your company’s filing status on the MCA portal.

    Frequently asked questions

    What is the AOC-4 due date for FY 2025-26?

    AOC-4 is due within 30 days of the AGM. If the AGM was held on 30 September 2026, the due date is 30 October 2026. For a One Person Company, it is 180 days from the year end, that is 27 September 2026.

    What is the MGT-7 due date for FY 2025-26?

    MGT-7 or MGT-7A is due within 60 days of the AGM. For an AGM held on 30 September 2026, that is 29 November 2026.

    What is the late fee for AOC-4 and MGT-7?

    An additional fee of ₹100 per day of delay applies to each form, with no maximum. Penalties under sections 137 and 92 of the Companies Act may apply separately.

    Can my company file MGT-7A instead of MGT-7?

    Yes, if it is a small company or a One Person Company. From 1 December 2025, a private company with paid-up capital up to ₹10 crore and turnover up to ₹100 crore qualifies as a small company.

    If you would like help preparing and filing your AOC-4 and MGT-7 on time, we would be glad to assist you.

    This article is general information based on the law as of September 2026, and is not legal or tax advice. Please check the facts of your own case with a professional before acting.