What is the minimum number of members and directors required?

A private limited company requires a minimum of 2 members and 2 directors under Sections 3(1)(c) and 149(1) of the Companies Act, 2013. At least one director must be a resident Indian who has stayed in India for not less than 182 days in the relevant financial year.

What is the government fee for incorporation?

Filing fee on SPICe+ (INC-32) is Nil for authorised capital up to ₹15 lakh. Name reservation (Part A) costs ₹1,000. Stamp duty on MoA and AoA varies by state — typically ₹2,000–₹2,100 for Delhi/Maharashtra/Karnataka at ₹1 lakh authorised capital.

What documents are mandatory for the registered office?

Latest utility bill (electricity/water/gas/telephone) not older than 2 months, NOC from the owner, and the rent agreement (if rented) are mandatory under Rule 16 of Companies (Incorporation) Rules, 2014. INC-22 is auto-subsumed in SPICe+ Part B.

How long does MCA take to issue the Certificate of Incorporation?

There is no statutory SLA. In practice, RoC issues the COI within 2–7 working days if the application is in order and no resubmission is raised.

Can a foreign national be a director or shareholder?

Yes. A foreign national can subscribe to the MoA and be appointed director. The passport must be apostilled (Hague countries) or consularly notarised with apostille, and address proof must be translated in English and apostilled.

Is GST registration automatic with incorporation?

No. GSTIN is allotted only if the applicant opts for it in the linked AGILE-PRO-S form. If not opted, separate GST registration must be applied for within 30 days of crossing the turnover threshold or starting inter-state supply.

What is the penalty for late filing of AOC-4 and MGT-7?

Under Section 450 of the Companies Act, 2013, a flat ₹100 per day penalty applies for default. Additional fee per Table under the Companies (Registration Offices and Fees) Rules, 2014 also applies — typically ₹100 per day for first 15 days, scaling up to ₹300 per day beyond 90 days.

What is the DIN allotment procedure under SPICe+?

Up to 3 directors' DINs are auto-allotted through SPICe+ Part B at no fee. For a 4th or subsequent director, a fee of ₹1,000 per DIN applies and Form DIR-3 is filed separately.

Editor's pickCompliance · Convert Your Business

OPC to Private Limited

Private Limited Company registration in India via SPICe+ (INC-32). Minimum 2 directors, ₹1 lakh capital. Get CIN, PAN, GSTN, EPFO, ESIC in one form.

Statutory basis: Section 3(1)(c) of the Companies Act, 2013; Companies (Incorporation) Rules, 2014.

Turnaround

7–14 Days

₹

Starts from

₹1,500

Money-back accuracy

Guaranteed

Total starting from

₹1,500

Professional + estimated government fee

Professional fee₹1,499 starts with

Government fee (est.)₹1

Turnaround7–14 Days

Money-back accuracy. CA/CS specialist. Tracked client portal.

CONFIRMEDverified 25 Aug 2026

Dedicated specialist

CA-led, named point of contact

Tracked client portal

Real-time status, end-to-end

Money-back accuracy

Refile-free if our error

Flat-fee pricing

No hidden charges, ever

About this service

A Private Limited Company (Pvt Ltd) is the most common form of incorporated business in India. It offers limited liability to its shareholders, a separate legal identity distinct from its promoters, and perpetual succession. The incorporation is governed by Section 3(1)(c) of the Companies Act, 2013. The filing instrument is the SPICe+ form (GSR 1210(E) of 2018), which integrates name reservation, incorporation, DIN allotment, PAN, TAN, EPFO, ESIC, GSTIN, and bank account opening in a single electronic filing on the MCA V3 portal.

Eligibility & thresholds

Minimum

2 subscribers to MoA (1 for OPC)
2 directors (1 resident Indian)
₹1 lakh authorised capital (practical)

Maximum

200 members (Section 2(68))
15 directors (extendable by SR)
No maximum on authorised capital

Statutory floor

No statutory minimum capital
SPICe+ fee waiver: capital ≤ ₹15 lakh
Above ₹15L — Table of Fees applies

What's included

Everything in one transparent fee — no add-ons, no surprises.

Document preparation

We draft MoA, AoA, DIR-2, INC-9 and AGILE-PRO-S linked forms.

Government filing

SPICe+ Part A (name) + Part B (incorporation) on MCA V3 portal.

DIN + DSC + PAN + TAN

Auto-allotted via SPICe+. PAN/TAN issued by Income-tax.

GST + EPF + ESIC setup

Optional opt-in via AGILE-PRO-S for simultaneous registrations.

Specialist CA/CS review

An ICSI-qualified CS reviews every filing before submission.

Post-incorporation filing

INC-20A (commencement) filed within 180 days — penalty-free.

Government Fee Breakdown

Government charges only — separate from I-Pro's professional fee. All figures verified as of 25 August 2026.

Fee Component	Amount (₹)	Basis / Authority
Name reservation (SPICe+ Part A)	₹1,000	Non-refundable — valid 20 daysMCA
Filing fee (SPICe+ Part B)	Nil	Waived for capital ≤ ₹15L per GSR 1210(E) of 2018MCA
Stamp duty — MoA + AoA (Delhi)	₹2,100	MoA ₹1,000 + AoA ₹1,000 + ₹100 affixationState
DIN allotment (≤3 directors)	Nil	₹1,000 per DIN beyond the first 3MCA
PAN / TAN / EPFO / ESIC / GSTIN	Nil	Auto-allotted through AGILE-PRO-SMultiple
Total Government Fee	₹1	(for default assumptions stated below)

Government charges only — separate from I-Pro's professional fee. Verified 25 August 2026.

Required documents

Each list identifies exactly what to provide — and what you do not need to submit. Use the accordions to expand.

›**Consent of sole member** — written consent in Form INC-6 Annexure; — **Consent of sole member** — written consent in Form INC-6 Annexure;
›**Special Resolution** (if alteration of MoA requires — for converting OPC structure into multi-memb — **Special Resolution** (if alteration of MoA requires — for converting OPC structure into multi-member Pvt Ltd — alteration of Articles clause re: number of members);
›**Altered MoA** (INC-33 e-MoA) — remove "One Person Company" tag; substitute subscribers clause with — **Altered MoA** (INC-33 e-MoA) — remove "One Person Company" tag; substitute subscribers clause with new list of subscribers;
›**Altered AoA** (INC-34 e-AoA) — substitute Rule 4(1) relating to OPC structure with multi-member Pv — **Altered AoA** (INC-34 e-AoA) — substitute Rule 4(1) relating to OPC structure with multi-member Pvt Ltd structure;
›**List of subscribers / first members** (post-conversion — minimum 2 members required for Pvt Ltd — — **List of subscribers / first members** (post-conversion — minimum 2 members required for Pvt Ltd — s.3(1)
›**List of first directors** (minimum 2 directors — s.149(1) — one must be resident Indian — s.149(3) — **List of first directors** (minimum 2 directors — s.149(1) — one must be resident Indian — s.149(3));
›**No-objection certificate** from secured creditors (banks/FIs) where OPC has borrowings; — **No-objection certificate** from secured creditors (banks/FIs) where OPC has borrowings;
›**Latest filed Form INC-20A** (declaration of commencement of business) and AOC-4 + MGT-7A (OPC/smal — **Latest filed Form INC-20A** (declaration of commencement of business) and AOC-4 + MGT-7A (OPC/small company annual return) — proof of OPC compliance up to date;
›**DSC of director** filing INC- — **DSC of director** filing INC-

How it works

Each step is labelled with who performs it — Customer, I-Pro, or the Regulator. Form names are linked to the official portal.

1
Customer⏱ 1 - 3 Days
Step 1: **I-Pro / Sole Member**
**I-Pro / Sole Member**: Convene member's meeting (since OPC has only one member — written resolution suffices per s.122(3)) — pass resolution authorising voluntary conversion under s.18(3) and alteration of MoA/AoA.
2
I-Pro⏱ 1 - 3 Days
Step 2: **I-Pro**
**I-Pro**: Where MoA alteration requires Special Resolution (e.g., change in objects clause or increase in number of members) — convene General Meeting (only OPC's sole member — special resolution passed) — file **Form MGT-14** within 30 days (s.117).
3
I-Pro⏱ 1 - 3 Days
Step 3: **I-Pro**
**I-Pro**: Prepare altered MoA (INC-33 e-MoA) — substitute clause V (capital) and remove "One Person Company" tag; prepare altered AoA (INC-34 e-AoA) — substitute rule re: OPC with multi-member clauses (number of members ≤ 200, no invitation to public, transfer restrictions).
4
I-Pro⏱ 1 - 3 Days
Step 4: **I-Pro**
**I-Pro**: Identify new members (minimum 2) and new directors (minimum 2 — at least one resident Indian — s.149(3)); obtain DINs for new directors (if not already held) — Form DIR-3; obtain Form DIR-2 consent from new directors.
5
I-Pro⏱ 1 - 3 Days
Step 5: **I-Pro**
**I-Pro**: Prepare **Form INC-6** (Application for conversion of OPC into Pvt Ltd) — attach altered MoA/AoA, list of members, list of directors, NOC from creditors, latest financials.
6
I-Pro⏱ 1 - 3 Days
Step 6: **I-Pro**
**I-Pro**: File Form INC-6 + INC-33 + INC-34 on MCA V3 — affix DSC of director; pay ROC fees per Companies (Registration Offices and Fees) Rules 2014 — Annexure I.
7
I-Pro⏱ 1 - 3 Days
Step 7: **ROC**
**ROC**: ROC examines application — verifies compliance of OPC (annual filings up to date), solvency, NOC from creditors — typically approves within 7–15 working days; issues fresh Certificate of Incorporation (no new CIN — same CIN retained; only company-type flag changes in MCA master data).
8
I-Pro⏱ 1 - 3 Days
Step 8: **I-Pro**
**I-Pro**: Apply for **fresh PAN** (mandatory — PAN changes from "OPC" tag to standard "Pvt Ltd" — actually same PAN retained; only letter of name change to be issued by NSDL/UTIITSL); **TAN** retained; **GST registration** retained (same GSTIN — only legal name updated).
9
I-Pro⏱ 1 - 3 Days
Step 9: **I-Pro**
**I-Pro**: Update statutory registers — Register of Members (MGT-1) with new members; Register of Directors (MGT-1A / DIR-12) with new directors.
10
Regulator⏱ 1 - 3 Days
Step 10: **I-Pro**
**I-Pro**: Convene first Board meeting of converted Pvt Ltd — adopt new MoA/AoA, allot shares to new members, issue share certificates (Form SH-1); file Form MGT-7 (annual return) as Pvt Ltd from next FY (MGT-7A replaced by MGT-7 — for Pvt Ltd, MGT-7 is filed unless small-company criteria met).

Post-registration compliance

What to file next. I-Pro handles these as part of the annual compliance package.

Filing	Form	Deadline
Commencement of Business (Form INC-20A) Penalty: ₹50,000 for company + ₹1,000/day for directors (max ₹1 Lakh)	`One-time mandatory`	Within 180 days of incorporation after bank capital deposit
First Auditor Appointment (Form ADT-1) Penalty: Statutory non-compliance; prosecution of defaulting officers	`5-year tenure`	Within 30 days of incorporation by Board of Directors
Annual Financial Statements (Form AOC-4) Penalty: ₹100 per day of delay per form with no statutory ceiling	`Annual`	Within 30 days of AGM (by 29 October annually)
Annual Return (Form MGT-7) Penalty: ₹100 per day of delay per form with no statutory ceiling	`Annual`	Within 60 days of AGM (by 29 November annually)
Director KYC Verification (DIR-3 KYC) Penalty: ₹5,000 statutory fee per DIN + deactivation	`Annual`	Every designated partner / director holding active DIN by 30 September

Penalties for non-compliance

Statutory penalties under governing regulatory provisions. Avoid non-compliance delays.

Non-compliance	Provision	Penalty
Commencement of Business (Form INC-20A)	One-time mandatory	₹50,000 for company + ₹1,000/day for directors (max ₹1 Lakh)
First Auditor Appointment (Form ADT-1)	5-year tenure	Statutory non-compliance; prosecution of defaulting officers
Annual Financial Statements (Form AOC-4)	Annual	₹100 per day of delay per form with no statutory ceiling
Annual Return (Form MGT-7)	Annual	₹100 per day of delay per form with no statutory ceiling
Director KYC Verification (DIR-3 KYC)	Annual	₹5,000 statutory fee per DIN + deactivation

Common mistakes to avoid

Avoidable filing errors that cause delays or rejection. Each can be resolved before submission.

1
Proposing a company name identical or phonetically similar to an existing trademark
Why: CRC rejects names that infringe on registered marks under Rule 8 of Companies Rules, causing 5–7 days delay.
Fix: We run a comprehensive MCA and Trademark Public Search before filing SPICe+ Part A.
2
Submitting utility bills older than 2 months for the registered office address
Why: Strict MCA guidelines mandate electricity/gas/water bills must be dated within 60 days of submission.
Fix: Our team verifies bill issue dates before portal submission and requests recent statements.
3
Missing the 180-day deadline to file INC-20A (Commencement of Business)
Why: Bank account must be opened and paid-up capital deposited before INC-20A can be certified.
Fix: We coordinate current account activation on Day 12 and file INC-20A immediately.

Frequently asked questions

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