A step-by-step incorporation guide

The incorporation process, step by step

Incorporation runs through several stages, from name reservation through documentation to final regulatory approval. The stages are set out below.

Step 1: Name reservation

The first step is to obtain approval for the company’s name from the Registrar of Companies (ROC)¹. The proposed name must comply with the Companies Act, 2013, read with the Companies (Incorporation) Rules, 2014.

• Check name availability. Run a preliminary search on the Ministry of Corporate Affairs (MCA)² portal to confirm the name is unique and not identical or similar to existing companies or trademarks.
• Apply via SPICe+ Part A. Submit the name-approval request through SPICe+ (Simplified Proforma for Incorporating Company Electronically) Part A on the MCA portal.
• Meet the naming guidelines. Ensure the name does not infringe existing trademarks, observes the restrictions on certain words (for example, “National”, “Bank”, and “India” need additional approvals), and carries the appropriate suffix for the company type (for example, “Private Limited” for a private company).
• ROC approval. The ROC will either approve the name or ask for changes. Once approved, the name is reserved for 20 days³.

Step 2: Charter and incorporation documents

Once the name is approved, the next step is to prepare the charter documents and the other documents needed for incorporation.

• Charter documents, which set out the company’s objects and internal rules:
  • Memorandum of Association (MoA) — the name, registered office, objects, liability of members, and authorised share capital.
  • Articles of Association (AoA) — the rules for the company’s management and internal governance.
• Declaration by the first directors and subscribers⁴ (Form INC-9). Each subscriber to the MoA and each first director declares that⁵:
  • they have not been convicted of any offence connected with the formation, management, or promotion of a company;
  • they have not been found guilty of fraud, misconduct, or breach of duty under the Companies Act or any earlier company law in the last five years;
  • all documents submitted for registration are true, complete, and correct to the best of their knowledge.
• Consent of directors (Form DIR-2). The proposed directors give their consent to act⁶.
• Other supporting documents for the company, directors, and subscribers:
  • Company — proof of the registered-office address.
  • Directors — identity and address proof.
  • Subscribers — identity and address proof.

A fuller list of these documents is set out in the next section.

Step 3: Preparing and filing the incorporation form

With the documents in hand, the incorporation application is filed using SPICe+ Part B on the MCA portal. SPICe+ is an integrated form that allows several registrations in a single application.

• Completing SPICe+. The form captures the company name, registered office, capital structure, and details of the directors and subscribers.
• Uploading the MoA and AoA in the prescribed format, signed by the subscribers and by a practising professional (CA, CS, CMA, or Advocate).

• Filing AGILE-PRO, which enables registration for GST (optional), the EPFO (Employees’ Provident Fund), the ESIC (Employees’ State Insurance), and Professional Tax in certain states, where applicable.
• Digital signature and submission. The forms are signed by a proposed director and a practising professional through their Digital Signature Certificates⁷ before submission to the ROC.

Step 4: Approval and the Certificate of Incorporation

Once the forms are submitted, the ROC reviews the application and verifies the documents. If everything is in order, it approves the application and issues the Certificate of Incorporation (COI).

• Verification by the ROC, which examines the application, supporting documents, and digital signatures. Resubmission may be needed if discrepancies arise.
• Issue of the COI, which carries the Company Identification Number (CIN) and is proof that the company is legally registered.

What the Certificate of Incorporation includes

• Company name and registered-office address
• Corporate Identification Number (CIN)
• Date of incorporation
• PAN and TAN
• DIN for the directors, where not already allotted

With the COI in place, the company is officially incorporated and operations can begin.

Documents required for incorporation

For directors and shareholders (foreign nationals, entities, or NRIs)

• Passport (notarised and apostilled or legalised)
• Address proof (utility bill or bank statement)
• Specimen signature
• Passport-sized photographs

For directors and shareholders (Indian nationals)

• PAN card (mandatory)
• Any one of: voter’s identity card, passport, driving licence, Unique Identification Number (UIN), or Aadhaar
• Address proof (utility bill or bank statement)

For the foreign parent company

• Certificate of Incorporation (notarised and apostilled or legalised)
• Certified true copy of the board resolution authorising, among other things, the subscription to the MoA and the investment, the number of shares to be subscribed, and the person authorised to subscribe

For the Indian subsidiary (WOS)

• Address proof of the registered office in India

Indicative timeline

Incorporation generally takes around 15 to 25 days, though this is not fixed. Several factors affect the timing:

• Availability and accuracy of documents. Errors or omissions can cause delay.
• ROC processing time, which depends on the ROC’s workload.
• MCA portal functioning. Technical issues or downtime can affect submission and approval.
• Resubmission requirements, where the ROC raises queries or seeks changes.
• Volume of applications under review, which can slow approvals at peak times.
• FDI and other regulatory approvals. Where government approval is needed under the FDI policy, or for regulated sectors such as defence and telecom, the timeline may extend.

Cost considerations

The cost of incorporation has three main components: statutory fees payable to the government, professional fees payable to the professionals assisting, and other charges for notarisation, apostillation, the DSC, and the like.

*Professional fees vary with the scope of the engagement.

Important points to note

• Resident-director requirement. At least one director must be resident in India, that is, has stayed in India for at least 182 days in the financial year.
• FEMA compliance. Where there is foreign investment, the company must comply with the Foreign Exchange Management Act, 1999, including sectoral caps and any regulatory approvals. Depending on the sector, FDI may be permitted under the Automatic Route (no prior approval) or the Government Route (prior approval required).
• Sectoral regulation. Certain sectors, such as banking, insurance, telecom, and defence, have specific entry conditions and may need prior approval from the relevant regulator.
• Direct-tax registrations. As part of the SPICe+ process, the company is allotted a Permanent Account Number (PAN) and a Tax Deduction and Collection Account Number (TAN). These are issued under the Income-tax Act, 2025, which comes into force on 1 April 2026 and replaces the Income-tax Act, 1961. The new Act largely renumbers and consolidates the earlier provisions, while the requirement to hold PAN and TAN and to meet withholding-tax obligations continues unchanged.

Closing

Establishing a WOS in India calls for careful planning, regulatory compliance, and attention to sector-specific conditions. With the right guidance, the process can run efficiently and without avoidable delay.

At CorpNinja Advisors, we help foreign companies set up in India with a structured and compliant approach.