Pvt Ltd or LLP for a startup?

Pvt Ltd if external funding is even a possibility. LLP works for bootstrapped service firms but investors won't fund it without conversion.

What if I miss MGT-7 / AOC-4?

Late fees compound at ₹100/day per form, no upper cap. Three consecutive years' default disqualifies all directors under §164(2).

Do I need an auditor from day one?

Yes — first auditor appointment under §139 within 30 days of incorporation (Form ADT-1).

Can a foreign / NRI director incorporate?

Yes — at least one director must be Indian-resident; the rest can be foreign nationals or NRIs.

← All services

Company Registration & ROC Compliance: The Founder's Guide

Pvt Ltd, LLP, OPC, Section 8 — incorporation done end-to-end, plus the annual ROC compliance calendar most founders only learn about after the first penalty.

Discuss with AI first Browse professionals

The common problem

SPICe+ has made incorporation simpler than ever — but ROC compliance after Day 1 catches almost every founder out. Annual filings, board meetings, director KYC, deposit returns, the disqualification trap. The first late-filing penalty usually arrives at month 18, by which point three forms are overdue and the bill is ₹20-30K.

How Pro Firmo helps

Structure-choice walk-through (Pvt Ltd vs LLP vs OPC vs Section 8).
End-to-end SPICe+ checklist — DSC, DIN, name reservation, MOA/AOA.
The full first-year compliance calendar with statutory deadlines.
Penalty schedule under §403 so founders see the cost of missing.
Access to verified CS / CA firms via Pro Firmo for incorporation + ongoing ROC retainers.

Documents you'll need

PAN, Aadhaar, address proof of all directors
Photographs of all directors
Office address proof (latest utility bill within 2 months)
NOC from property owner (if rented)
Top 2 proposed company name choices
Proposed objects of business

Expected consultation process

1AI walks you through structure choice based on your plan.
2Match to a CS firm — flat fee, no surprises.
3Documents collected via a secure portal.
4SPICe+ Part A + Part B filed; name approval typically in 2-3 days.
5Certificate of Incorporation + PAN + TAN + bank account.
6Optional ROC retainer for the annual calendar.

Step 1

Discuss your case with AI

Free, instant, no signup needed.

Step 2

Browse verified professionals

Filter by city, rating, experience.

FAQs

Pvt Ltd or LLP for a startup?: Pvt Ltd if external funding is even a possibility. LLP works for bootstrapped service firms but investors won't fund it without conversion.
What if I miss MGT-7 / AOC-4?: Late fees compound at ₹100/day per form, no upper cap. Three consecutive years' default disqualifies all directors under §164(2).
Do I need an auditor from day one?: Yes — first auditor appointment under §139 within 30 days of incorporation (Form ADT-1).
Can a foreign / NRI director incorporate?: Yes — at least one director must be Indian-resident; the rest can be foreign nationals or NRIs.

Deep dive

The complete guide

Incorporating a company in India is now mostly a 7-to-14-day procedural exercise — SPICe+ Part B integrates incorporation, PAN, TAN, GST, EPFO, ESIC, professional tax and bank-account opening into a single web form. The harder problem starts on Day 15: the annual compliance calendar that follows the incorporation, where most founders learn — usually around month 18, when the late-filing penalty arrives in the inbox — that ROC compliance is its own ongoing job. This pillar covers both: getting incorporated right, and staying compliant after.

Pvt Ltd vs LLP vs OPC vs Section 8 — picking the structure

Pvt Ltd (Private Limited Company) — the default for startups planning to raise external funding. Limited liability, share capital, board of directors, MOA + AOA. Higher compliance burden (annual filings, statutory meetings, audit irrespective of turnover) but every venture investor expects it.

LLP (Limited Liability Partnership) — limited liability + partnership-style flexibility. Good for professional-services firms (CA, consulting). Lower compliance: annual return (Form 11) + Statement of Account & Solvency (Form 8); audit only if turnover crosses ₹40L or contribution ₹25L. Investors generally won't fund an LLP — you'd convert to Pvt Ltd at fundraise time.

OPC (One Person Company) — sole-founder structure with limited liability. One director, one shareholder. Forced conversion to Pvt Ltd when turnover crosses ₹2 crore or paid-up capital crosses ₹50L. Useful for sole consultants who want a corporate vehicle but aren't ready for partners.

Section 8 — not-for-profit. Charitable purpose only. Higher scrutiny, no profit distribution. Used by NGOs and CSR vehicles, not by commercial ventures.

The SPICe+ incorporation flow, in plain English

Part A — name reservation. Apply with top 2 choices. Avoid "deceptively similar" rejections by searching MCA + trademark register first. Approval usually in 2-3 working days.

Part B — the integrated form: incorporation + PAN + TAN + GST + EPFO + ESIC + professional tax (Maharashtra / Karnataka) + bank-account application + e-MOA + e-AOA.

DSC (Digital Signature Certificate) for all directors — Class 3, two-year validity, ~₹1,500-2,500 per director.

DIN (Director Identification Number) — issued at incorporation for first-time directors. For subsequent appointments use DIR-3.

Registered office — utility bill in the property owner's name (latest, within 2 months) + NOC if rented. Coworking address with utility bill + NOC works.

Bank account opening — flows from SPICe+; most partner banks finalise within 5-7 days of Certificate of Incorporation issuance.

The first-year compliance calendar (Pvt Ltd)

Within 30 days of incorporation: appointment of first auditor under §139 (Form ADT-1).

Within 60 days of incorporation: receipt of subscription money from subscribers + filing of INC-20A (declaration of commencement of business). Penalty for default: company ₹50,000, officers ₹1,000 per day.

Within 30 days of first board meeting: hold board meeting (must occur within 30 days of incorporation; minimum 4 board meetings per year, gap not exceeding 120 days between two consecutive meetings).

Annual General Meeting (AGM): within 9 months from the end of the first financial year, then within 6 months of FY-end thereafter; gap between two AGMs not exceeding 15 months.

AOC-4 (financial statements): within 30 days of AGM. AOC-4 XBRL is mandatory for certain classes.

MGT-7 / MGT-7A (annual return): within 60 days of AGM. MGT-7A is the simplified form for small companies and OPCs.

DPT-3 (return of deposits / loans): annually by 30 June for the preceding FY.

Director KYC (DIR-3 KYC): annually by 30 September. Late filing fee: ₹5,000 per DIN.

ROC penalties — why founders end up paying lakhs

Late filing under §403 / general additive late fee: ₹100 per day per form, no upper cap (until 2018 amendment introduced caps for some forms).

INC-20A (commencement of business) — ₹50,000 on the company; ₹1,000 per day per officer in default, max ₹1L per officer.

MGT-7 / AOC-4 — late filing fees compound across the year. Missing both for one year typically costs ₹3,000-15,000 in filing fees alone.

Strike-off — the registrar can strike off a company that hasn't filed annual returns for two consecutive financial years. Restoration through NCLT is expensive (₹50K+ professional fee + court costs) and slow (6-12 months).

Disqualification of directors — three consecutive years of non-filing disqualifies directors under §164(2), preventing them from being a director of any company for five years. This bites hardest when the same person is on multiple boards.

What changes when you raise funding

Conversion of share class — typically from equity to CCPS (Compulsorily Convertible Preference Shares). Requires special resolution, alteration of MOA/AOA, MGT-14 filing.

PAS-3 (return of allotment) — within 15 days of allotment. Penalty: ₹1,000 per day, max ₹1L.

FC-GPR (foreign-investment reporting under FEMA) — within 30 days of receipt of foreign investment, on the RBI FIRMS portal. Penalty: compounding under FEMA, typically ₹10K-1L per default.

Updated cap table maintained as part of the secretarial record.

ESOP scheme — Companies Act §62(1)(b) + SEBI (SBEBSE) regulations if listed. For unlisted, Companies (Share Capital and Debentures) Rules. Get the scheme drafted; track grants, vesting, exercises.

Find professionals near you

Don't see your city? Use the full search — we cover every metro and most tier-2 cities.