The Ministry of Corporate Affairs (MCA) introduced SPICe+ in 2020 as a single integrated form that incorporates a company, allots PAN and TAN, opens an EPF / ESI account when applicable, and triggers GSTIN application if requested. For a foreign founder, this is the only filing flow that matters — earlier forms (INC-7, INC-22, DIR-3) are now mostly legacy.
Directors and shareholders
- Minimum 2 directors and 2 shareholders for a Pvt Ltd. Director and shareholder can be the same person (so 2 individuals minimum).
- At least one director must be 'ordinarily resident in India' — i.e. has stayed in India for 182+ days in the previous financial year.
- Foreign nationals can be the second director and 100% shareholder via the foreign parent.
- Shareholders can be entirely foreign — 100% foreign ownership is allowed under automatic FDI route for most tech sectors.
Step-by-step — the 8-12 working day flow
- Day 1: Apply for Digital Signature Certificate (DSC) for each subscriber and director. Required for SPICe+. Class 3 DSC, valid 2-3 years. For foreign nationals, DSC requires apostilled passport + address proof.
- Day 1-2: Apply for Director Identification Number (DIN) for each new director via SPICe+ Part A. Existing DIN-holders skip this step.
- Day 2: File SPICe+ Part A — name reservation. Propose two names; MCA approves the first available one. 1-2 working days for approval.
- Day 3-5: Draft Memorandum of Association (MOA), Articles of Association (AOA), declarations and consents. MOA must list the company's objects (main business, ancillary, other). AOA covers internal governance.
- Day 5-6: File SPICe+ Part B + INC-9 (declaration) + INC-22 (registered office address) + DIR-12 (first directors).
- Day 6-10: MCA reviews. Queries (if any) come back; respond.
- Day 10-12: Certificate of Incorporation (CoI) issued. PAN and TAN allotted automatically. EPFO / ESIC accounts created if opted for.
End-to-end incorporation owned by your consultant
FastLegal runs the full incorporation as one engagement — DSC, DIN, name reservation, MOA / AOA drafting, SPICe+ filing, registered office paperwork, post-incorporation registrations (GST, PT, Shops Act, PF, ESI). You sign documents; we file everything. Typical run: 14 working days from KYC to live entity.
Documents you'll need to provide
- For Indian-resident director: PAN copy, Aadhaar, latest utility bill (≤ 60 days old), passport-size photo.
- For foreign director: passport copy (apostilled), foreign address proof (utility bill / bank statement, apostilled), passport-size photo.
- For foreign parent (corporate shareholder): Certificate of Incorporation, MOA / AOA of the parent (apostilled), board resolution authorising the Indian subsidiary, latest annual report.
- Registered office address proof: rental agreement / NOC from owner, latest utility bill.
- Proposed company name (with 2 alternatives), object clause, share capital structure.
Apostille — what foreign founders trip on
Documents originating outside India need apostille (for Hague Convention countries — US, UK, EU, Japan, Australia) or embassy attestation (for non-Hague countries). The apostille step takes 1-3 weeks depending on the home country. Start early.
Right after the CoI
- Open the operating bank account at an Authorised Dealer (AD) bank — ICICI, HDFC, Axis, Citi, etc.
- File DIR-3 KYC for each director within 30 days.
- File commencement of business (INC-20A) within 180 days of incorporation. Failure to file leads to ROC striking off the company.
- Apply for GSTIN if not bundled into SPICe+.
- Apply for PF / ESI registration as headcount thresholds approach.
- Apply for Shops & Establishments Act registration based on the state of operations.
Frequently asked questions
What's the minimum paid-up capital?+
₹1 — the statutory minimum since 2015. Capitalise enough to cover 6 months of operations. Most foreign-owned tech subsidiaries fund with ₹10-50 lakhs initial capital.
Can I incorporate remotely without visiting India?+
Yes — entire incorporation is online via MCA portal. Foreign directors don't need to visit India for the filing. DSC and DIN work from anywhere with apostilled documents.
How long does name approval take?+
1-2 working days if the name is clean (not similar to existing trademarks / company names, not in MCA's restricted-words list). If queried, 5-7 more days for refile.
What if our preferred name is unavailable?+
Propose two alternatives in the name application. If both are unavailable, refile. Use the MCA name-search tool before applying — saves a round.
Stop reading circulars. Start running clean payroll.
Every FastLegal plan ships with a dedicated payroll consultant — a real human who runs your PF, ESI, PT, TDS and Form 16 issuance, configured to your salary structure, your state, and your hiring plan. You sign off. We do the rest.