How Much Does Pvt Ltd Company Registration Really Cost? A No-BS Breakdown
The Coffee Where You Finally Said "Let's Do This"
It was a Saturday. 4 pm. The coffee shop on the corner of 12th Cross that nobody ever seemed to be in except the two of you. Your co-founder had walked in with a printed-out term sheet from a small angel - ₹25 lakh at a ₹4 crore cap, conditional on "the entity being a private limited company incorporated under the Companies Act, 2013." You'd talked about incorporating for nine months. The conversation always ended the same way: "yeah, let's do it next month, we don't have revenue yet, why bother."
Now there was a term sheet. Now there was a 30-day window. Now "next month" wasn't an option.
You read the term sheet twice while your co-founder ordered. By the time the cappuccino arrived, you'd already made the decision: incorporate this week, get the bank account open, sign the share allotment letter, wire the funds, close the round. Then the panic Google started.
You'd assumed Pvt Ltd was "₹7,000 and a week, I read it somewhere." Now you were 90 minutes into MCA portal research and you'd discovered: SPICe+ Part A and SPICe+ Part B. Authorized capital. Stamp duty that varies by state. DSC for every director. DIN. MOA and AOA. AGILE-PRO. Form INC-20A for commencement of business. Annual compliance that costs ₹5,000-₹15,000 every year forever, even with zero revenue. A statutory audit that's mandatory from year 1, even if you made ₹0.
The "₹7,000 and a week" turned out to be the cheapest possible path for a 2-director, ₹1-lakh-authorized-capital, no-fundraising-planned, do-it-yourself Pvt Ltd in Delhi. The moment your situation deviated from that exact profile - and your situation deviated in three ways (you wanted ₹50 lakh authorized capital, you had a US-based co-founder, and you needed the company ready in 5 days for an investor wire) - the price and timeline both changed.
This is the breakdown I wish someone had handed me at that Saturday coffee. No legal jargon. No upsell. Just the actual maths - and the parts that annoy everyone (yes, including us). And because the Pvt Ltd pricing pages all sound the same, we're also putting DIY filing, the typical industry rate, and iProSolutions pricing side-by-side at every stage, so you can see exactly where the rupees go and decide for yourself which lane you want to be in.
Pvt Ltd Registration Cost at a Glance (The TL;DR Table)
Before we get into the why and the how, here's the snapshot you came for. This assumes e-filing via the MCA SPICe+ integrated form (mca.gov.in) with 2 directors and 1 lakh authorized capital.
| Component | Govt Fee (e-filing) | Est. Total with Professional Help |
|---|---|---|
| SPICe+ Part A (name reservation, optional separate filing) | ₹1,000 (resubmission fee only) | ₹499 professional + ₹1,000 = ₹1,499 (or included in package) |
| SPICe+ Part B (incorporation, e-filing) | ₹0 (for nominal capital up to ₹15 lakh) | ₹4,999 - ₹9,999 professional |
| Stamp duty on MOA (state-dependent, ₹1 lakh authorized capital) | ₹1,000 - ₹2,000 | Included in professional fee |
| Stamp duty on AOA (state-dependent, ₹1 lakh authorized capital) | ₹500 - ₹1,000 | Included in professional fee |
| Form INC-32 (SPICe+ Part B) stamp duty (state-dependent) | ₹0 - ₹2,000 | Included in professional fee |
| PAN application (bundled in SPICe+) | ₹143 | Included in professional fee |
| TAN application (bundled in SPICe+) | ₹65 | Included in professional fee |
| DSC for 2 directors (Class 3, 2-year validity) | Not a govt fee - CA-billing | ₹2,998 (2 × ₹1,499 iPro price) |
| DIN for first 3 directors (auto-generated) | ₹0 | Included |
| Total upfront cost (2 directors, ₹1 lakh authorized capital, e-file) | ₹3,500 - ₹5,500 (state-dependent) | ₹6,999 - ₹9,999 onwards |
Translation: the central government's filing fee for SPICe+ Part B is ₹0 for authorized capital up to ₹15 lakh - that's a real discount that most founders don't know exists. The real cost lives in stamp duties (state-dependent) and professional fees (drafting MOA/AOA + filing + DSC).
What Three Routes to Incorporation Actually Cost
A quick framing note: by "industry standard" we mean the typical professional fee range charged by CA/CS firms and online legal service providers across India for Pvt Ltd registration. We are deliberately not naming any competitor brand - partly because pricing changes monthly and partly because we'd rather the numbers speak for themselves. If you've been quoted something wildly outside these bands, get a second quote.
By "DIY" we mean you filing SPICe+ Part A and Part B yourself on the MCA portal, with zero professional fee attached. Free in professional fees, expensive in your time, and carries the highest rejection risk if you mess up MOA/AOA drafting, address proof formats, or director details.
By "iProSolutions" we mean our published package pricing as of October 2026 - fully transparent, no surprise line items.
Here's the head-to-head on the headline incorporation cost (2 directors, ₹1 lakh authorized capital, e-filing, Delhi stamp duty):
| Cost Component | DIY Filing | Industry Standard Range | iProSolutions |
|---|---|---|---|
| Pre-filing name availability check (RUN tool) | Free on MCA RUN portal | ₹0 - ₹500 | Free with package |
| DSC for 2 directors (Class 3, 2-year) | ₹0 (you arrange directly with CA) - but you can't realistically do this without paying a certifying authority | ₹1,400 - ₹3,500 for 2 DSCs | ₹2,998 (2 × ₹1,499 iPro price) |
| SPICe+ Part A name reservation (optional) | ₹1,000 govt + your time | ₹500 - ₹2,000 + ₹1,000 govt = ₹1,500 - ₹3,000 | ₹499 + ₹1,000 govt = ₹1,499 (or included) |
| SPICe+ Part B filing (incl. MOA, AOA, INC-9, INC-32) | ₹0 govt + 4-8 hrs your time + high rejection risk | ₹4,999 - ₹15,000 professional + ₹0 govt = ₹4,999 - ₹15,000 | ₹4,999 professional + ₹0 govt = ₹4,999 |
| Stamp duty on MOA (₹1 lakh capital, Delhi) | ₹2,000 | ₹2,000 | ₹2,000 |
| Stamp duty on AOA (₹1 lakh capital, Delhi) | ₹1,000 | ₹1,000 | ₹1,000 |
| PAN application (bundled) | ₹143 | ₹143 | ₹143 |
| TAN application (bundled) | ₹65 | ₹65 | ₹65 |
| DIN for first 3 directors | ₹0 | ₹0 | ₹0 |
| AGILE-PRO form (EPFO, ESIC, GST, bank account, profession tax) | ₹0 (no separate fee, bundled) | Usually included | Included |
| Post-incorporation compliance kit (first director meeting, share certificates, statutory registers) | You figure it out | ₹2,000 - ₹10,000 | ₹1,999 (add-on) |
| Total upfront cost (Delhi, 2 directors, ₹1 lakh authorized capital) | ~₹6,206 + 8-16 hrs your time + rejection risk | ~₹12,500 - ₹30,500 | ₹6,999 - ₹9,999 |
Read that table twice. The two things most founders miss:
- DIY is not actually free. Even without professional fees, you pay ₹6,200+ in stamp duties, DSC, PAN, TAN - the unavoidable costs. The "savings" from DIY are only on the professional fee, which is ₹2,000-₹8,000. For that savings, you take on the full drafting burden of MOA/AOA (which can be rejected for incorrect capital clauses), the full filing burden of SPICe+ (which has 20+ sub-forms integrated), and the full responsibility for post-incorporation compliance (which if missed can trigger ₹100/day penalties).
- Industry standard spreads reflect service depth. The ₹4,999-₹15,000 spread for SPICe+ Part B filing reflects everything from "form-filling-only" online services (lower end, no MOA/AOA customisation, no post-incorporation support) to full-service CA/CS firms (upper end, custom MOA/AOA drafting, share certificate preparation, statutory registers, first board meeting minutes).
So when someone tells you "Pvt Ltd registration is ₹7,000," what they're really saying is "the absolute cheapest path with the absolute minimum service depth costs ₹7,000 - and you'll pay extra for everything else you need."
Seven Variables That Decide Your Bill
a) HOW MANY directors. SPICe+ Part B can handle up to 3 directors with ₹0 DIN fee (auto-generated). Each additional director beyond 3 requires a separate DIR-3 DIN application (₹1,000 per director). Most founders start with 2 directors - the minimum for Pvt Ltd.
b) WHAT authorized capital you choose. This is the #1 cost variable. Authorized capital is the maximum share capital the company can issue - it doesn't need to be paid up immediately. Stamp duty on MOA/AOA scales with authorized capital.
c) WHICH state you register in. Stamp duty varies by state because each state has its own stamp duty schedule. Delhi and Maharashtra charge differently from Karnataka and Tamil Nadu. The state of your registered office decides the stamp duty.
d) Whether you file SPICe+ Part A separately. You can either (a) file Part A (name reservation) separately for ₹1,000, get the name approved, then file Part B, or (b) file Part A and Part B together as a single integrated filing.
e) DSC for directors. Every director must have a Class 3 DSC (Digital Signature Certificate) to file forms on MCA. DSC costs ₹700-₹3,500 per director depending on validity (1/2/3 years) and type (signing only vs signing+encryption combo).
f) Pre-incorporation documents. You need: address proof for registered office (electricity bill ≤2 months old), NOC from owner if rented, identity proof for directors (PAN + Aadhaar), address proof for directors, and passport-size photos. Getting these wrong is the #1 reason for SPICe+ rejection.
g) DIY vs. professional help. You can absolutely file SPICe+ yourself on the MCA portal. Free (in professional fees). Should you? For a basic 2-director, ₹1-lakh-capital, straightforward ownership structure - yes, with careful attention to form fields. For complex shareholding (multiple investor classes, ESOP pool, sweat equity), unusual registered office situations (foreign director, co-working space address), or post-incorporation compliance handholding - get help.
There's actually an eighth variable hiding inside (b) that most founders miss: authorized capital vs paid-up capital vs share premium. Founders often confuse these. Authorized capital is the maximum (₹1 lakh minimum). Paid-up capital is what's actually been issued (can be less). Share premium is when investors pay more than face value per share - and that requires a separate compliance process.
What the MCA Actually Charges
As per the Companies (Incorporation) Rules, 2014 fee schedule (last verified October 2026 on mca.gov.in), here's what the government actually charges. Note: the SPICe+ Part B filing fee is ₹0 for nominal capital up to ₹15 lakh - the real cost is in stamp duties, which are state-levied.
| Form / Application | Purpose | Central Govt Fee | Stamp Duty (state-dependent) |
|---|---|---|---|
| SPICe+ Part A (RUN-SPICe) | Name reservation (optional separate filing) | ₹1,000 (only on resubmission if name rejected) | - |
| SPICe+ Part B (INC-32) | Incorporation filing (for nominal capital ≤ ₹15 lakh) | ₹0 | State-dependent (Delhi: ₹2,000) |
| SPICe+ Part B (INC-32) | Incorporation filing (for nominal capital ₹15-50 lakh) | ₹2,000 | State-dependent |
| SPICe+ Part B (INC-32) | Incorporation filing (for nominal capital ₹50 lakh-1 crore) | ₹5,000 | State-dependent |
| SPICe+ Part B (INC-32) | Incorporation filing (for nominal capital ₹1-5 crore) | ₹8,000 | State-dependent |
| SPICe+ Part B (INC-32) | Incorporation filing (for nominal capital above ₹5 crore) | ₹15,000 | State-dependent |
| MOA stamp duty (₹1 lakh authorized capital) | Memorandum of Association stamp | - | Delhi: ₹2,000; Maharashtra: ₹2,000; Karnataka: ₹1,000; Tamil Nadu: ₹1,000; WB: ₹1,500 |
| AOA stamp duty (₹1 lakh authorized capital) | Articles of Association stamp | - | Delhi: ₹1,000; Maharashtra: ₹1,000; Karnataka: ₹500; Tamil Nadu: ₹500; WB: ₹750 |
| Form INC-9 (declaration by subscribers) | Subscribers' declaration | ₹0 | - |
| Form DIR-3 (DIN for directors beyond 3rd) | Director Identification Number | ₹1,000 per director | - |
| PAN application (bundled in SPICe+) | Permanent Account Number | ₹143 | - |
| TAN application (bundled in SPICe+) | Tax Account Number | ₹65 | - |
| Form AGILE-PRO (post-incorporation registrations) | GST + EPFO + ESIC + bank account + profession tax | ₹0 (all bundled free) | - |
| Form INC-22 (registered office verification, if not filed at incorporation) | Registered office proof | ₹0 (within 30 days of incorporation) | - |
| Form DIR-12 (first directors appointment) | Director appointment filing | ₹0 (bundled in SPICe+) | - |
| Form INC-20A (declaration of commencement of business) | Declaration before bank account opening | ₹0 (mandatory within 180 days) | - |
Notice how the central government's filing fee for SPICe+ Part B is ₹0 for nominal capital up to ₹15 lakh. The Companies (Incorporation) Fourth Amendment Rules made this change - and most founders don't know it exists.
Every fee figure above is verifiable on the official MCA fee schedule at mca.gov.in. We don't invent numbers - and neither should anyone you're paying to do this for you.
The Credit-Card-Limit Analogy: Why Authorized Capital Costs You Money
Here's the analogy nobody gives founders: authorized capital is like a credit card limit.
You don't pay the full limit upfront - you only pay for what you've actually charged. But the credit card company sets your limit based on what you've told them you might need. Higher limit = higher annual fees, even if you never use the full amount.
Authorized capital works exactly the same way:
- Authorized capital = your credit limit (the maximum shares you can issue)
- Paid-up capital = what you've actually charged (what's been issued to shareholders)
- Stamp duty on MOA/AOA = your annual credit card fee (scales with the limit, not the usage)
So if you set ₹1 lakh authorized capital but only issue ₹1,000 of paid-up shares, you pay stamp duty on the ₹1 lakh authorized (₹2,000-₹3,500) - not on the ₹1,000 paid-up. Many founders try to set "₹1 lakh authorized but only ₹1 paid up" to save on stamp duty - that doesn't work. You pay stamp on the authorized (the limit), not the paid-up (the usage).
Stamp duty scale (Delhi example):
- ₹1 lakh authorized: ₹2,000 MOA + ₹1,000 AOA = ₹3,000
- ₹10 lakh authorized: ₹5,000 MOA + ₹2,500 AOA = ₹7,500
- ₹50 lakh authorized: ₹15,000 MOA + ₹7,500 AOA = ₹22,500
- ₹1 crore authorized: ₹25,000 MOA + ₹12,500 AOA = ₹37,500
This is the calculation that 90% of "Pvt Ltd costs ₹7,000" blog posts skip. It's why the founder who sets ₹50 lakh authorized capital (which is what most investor-backed startups need) ends up paying ₹22,500 in stamp duty alone, not ₹3,000.
Authorized Capital Crash Course: How Much Should You Actually Set?
There's no minimum paid-up capital for Pvt Ltd anymore (the ₹1 lakh minimum was abolished in 2015). But you still need to set an authorized capital - and the level you pick decides your stamp duty bill.
- ₹1 lakh authorized capital - Bare-minimum starter setup. Good for founders who aren't raising external capital yet and just need a company to operate. Stamp duty: ₹2,000-₹3,500.
- ₹10 lakh authorized capital - Common for early-stage startups planning to issue sweat equity, ESOPs, or small angel rounds. Stamp duty: ₹5,000-₹8,000.
- ₹50 lakh authorized capital - Standard for investor-backed startups preparing for seed/pre-Series A. Allows room for share premium and ESOP pool. Stamp duty: ₹20,000-₹30,000.
- ₹1 crore authorized capital - Pre-Series A/Series A scale. Allows for multiple share classes (preference shares, ESOP pool, founder vesting). Stamp duty: ₹40,000-₹60,000.
- ₹5 crore+ authorized capital - Mid-stage companies preparing for institutional rounds. Stamp duty: ₹1,00,000+.
The tricky bit for investor-backed startups: If you set ₹1 lakh authorized capital and then raise a ₹50 lakh seed round at ₹100/share, you can't issue the shares - you've hit your authorized cap. You need to increase authorized capital (Form SH-7, ₹5 govt + ₹2,000-₹10,000 professional) before issuing shares. Many founders skip this and end up scrambling mid-fundraise.
The Lifecycle: From Name Reservation to Certificate of Incorporation
Here's the actual lifecycle of a Pvt Ltd registration, with real numbers attached at each stage (2 directors, ₹1 lakh authorized capital, Delhi):
| Step | Stage | Central Govt Fee | Stamp Duty | Typical Professional Fee |
|---|---|---|---|---|
| 1 | DSC for 2 directors (Class 3, 2-year) | - | - | ₹2,998 (2 × ₹1,499 iPro) |
| 2 | Name availability check (RUN tool) | ₹0 | - | ₹0 |
| 3 | SPICe+ Part A (name reservation, optional separate) | ₹1,000 (only on resubmission) | - | ₹499 (or included) |
| 4 | SPICe+ Part B (incorporation filing) | ₹0 | Delhi: ₹2,000 INC-32 + ₹2,000 MOA + ₹1,000 AOA = ₹5,000 | ₹4,999 (or included in package) |
| 5 | PAN application (bundled) | ₹143 | - | Included |
| 6 | TAN application (bundled) | ₹65 | - | Included |
| 7 | DIN for first 3 directors (auto-generated) | ₹0 | - | Included |
| 8 | AGILE-PRO (GST + EPFO + ESIC + bank account opening + profession tax, all bundled) | ₹0 | - | Included |
| 9 | Certificate of Incorporation issued | - | - | - |
| 10 | Form INC-20A (declaration of commencement of business, within 180 days) | ₹0 | - | ₹499-₹1,499 (add-on) |
| 11 | First board meeting minutes + share certificates | - | - | ₹999-₹2,499 (add-on) |
| 12 | Statutory registers (MGT-7 etc.) | - | - | ₹999-₹1,999 (add-on) |
| 13 | Annual compliance (Form MGT-7, AOC-4, ADT-1) - every year | Varies (₹0-₹2,000) | - | ₹4,999-₹14,999 per year |
| 14 | Increase authorized capital (if needed for fundraising) | ₹5 (Form SH-7) | Additional MOA/AOA stamp on incremental amount | ₹2,999-₹9,999 (add-on) |
The big-budget-killer nobody warns you about sits at Step 13. Annual compliance for a Pvt Ltd costs ₹4,999-₹14,999 per year in professional fees + ₹0-₹2,000 in govt filing fees. Many founders skip this in year 1 (no revenue, "compliance doesn't matter yet") and end up paying ₹100/day penalty per form when they get caught.
Before incorporating, founders should run a quick check on the MCA RUN tool to verify name availability. It's free and saves the ₹1,000 resubmission fee if your name gets rejected.
What DIY, Industry, and iProSolutions Cost at Each Stage
This is the table most pricing pages would rather you didn't have. Every stage of the Pvt Ltd registration lifecycle, with what each of the three lanes will actually cost you. Assumes Delhi stamp duty, 2 directors, ₹1 lakh authorized capital.
| Stage | Central Govt Fee (always same) | DIY (you file yourself) | Industry Standard Range | iProSolutions |
|---|---|---|---|---|
| 1. DSC for 2 directors (Class 3, 2-year) | - (CA-billed, not govt) | ₹0 govt + 1-2 hrs + ₹1,400-₹3,500 paid to CA (you arrange directly) | ₹1,400 - ₹3,500 (included in package) | ₹2,998 (2 × ₹1,499 iPro DSC price) |
| 2. Name availability check (RUN tool) | ₹0 | Free + 30 min | ₹0 - ₹500 (sometimes charged as "consultation") | Free with package |
| 3. SPICe+ Part A (name reservation, optional) | ₹1,000 (only on resubmission if name rejected) | ₹1,000 + your time | ₹500 - ₹2,000 professional + ₹1,000 govt = ₹1,500 - ₹3,000 | ₹499 + ₹1,000 = ₹1,499 (or included) |
| 4. SPICe+ Part B (incorporation filing, Delhi stamp duty, ₹1 lakh authorized capital) | ₹0 | ₹0 govt + ₹5,000 stamp + 8-16 hrs your time + high rejection risk | ₹4,999 - ₹15,000 professional + ₹5,000 stamp = ₹9,999 - ₹20,000 | ₹4,999 professional + ₹5,000 stamp = ₹9,999 (Delhi) |
| 5. PAN application (bundled in SPICe+) | ₹143 | ₹143 (paid directly to NSDL through SPICe+) | ₹143 (included) | ₹143 (included) |
| 6. TAN application (bundled in SPICe+) | ₹65 | ₹65 (paid directly to NSDL through SPICe+) | ₹65 (included) | ₹65 (included) |
| 7. DIN for first 3 directors (auto-generated through SPICe+ Part B) | ₹0 | ₹0 | ₹0 (included) | ₹0 (included) |
| 8. AGILE-PRO (GST + EPFO + ESIC + bank + profession tax) | ₹0 | ₹0 + 1-2 hrs | Usually included | Included |
| 9. Certificate of Incorporation issued | ₹0 | - | - | - |
| 10. Form INC-20A (declaration of commencement of business, within 180 days) | ₹0 | ₹0 + 30 min | ₹499 - ₹1,499 | ₹499 - ₹1,499 (add-on) |
| 11. First board meeting minutes + share certificates | - | You draft yourself - risky if share certificates are non-compliant | ₹999 - ₹4,999 | ₹999 - ₹2,499 (add-on) |
| 12. Statutory registers setup | - | You draft yourself - risky | ₹999 - ₹3,999 | ₹999 - ₹1,999 (add-on) |
| 13. Annual compliance (year 1, Form MGT-7 + AOC-4 + ADT-1) | ₹0 - ₹2,000 | ₹0-₹2,000 govt + 8-12 hrs your time | ₹4,999 - ₹14,999 professional + govt fees | ₹4,999 - ₹9,999 professional + govt fees |
| 14. Increase authorized capital (if needed for fundraising) | ₹5 (Form SH-7) | ₹5 + additional stamp on incremental amount + 2-3 hrs your time | ₹2,999 - ₹9,999 professional + stamp on incremental | ₹2,999 - ₹9,999 + incremental stamp |
| 15. Share premium issuance (if investors pay above face value) | ₹0 (no govt fee, but compliance paperwork) | Risky DIY - securities law technicalities | ₹5,000 - ₹25,000+ professional (depending on round size) | Custom quote |
| 16. Director addition/removal (DIR-12) | ₹0 | ₹0 + 1 hr | ₹999 - ₹2,999 | ₹999 - ₹1,999 |
| 17. Director KYC (DIR-3 KYC, annual) | ₹0 (e-filing) | ₹0 + 15 min | ₹499 - ₹999 per director | ₹399 per director |
| 18. Registered office change (INC-22) | ₹0 (within 30 days of incorporation) | ₹0 + 1 hr | ₹999 - ₹1,999 | ₹999 - ₹1,499 |
| 19. Strike-off / closure (if you wind down) | ₹10,000 (Form STK-2) | ₹10,000 + 2-3 hrs | ₹4,999 - ₹14,999 + ₹10,000 govt | ₹4,999 - ₹9,999 + ₹10,000 govt |
A few honest takeaways from this table:
- DIY's "free" professional fee is real, but the time burden is heavy. You'll spend 8-16 hours on SPICe+ Part B alone, plus ongoing time on annual compliance. If your time is worth ₹2,000/hour, DIY incorporation costs you ₹16,000-₹32,000 in opportunity cost - often more than the ₹4,999 professional package.
- Industry standard spreads widen for post-incorporation services. SPICe+ Part B is a commodity (tight spread ₹4,999-₹15,000). Annual compliance and share premium handling are specialist services.
- iProSolutions sits at the lower-middle of the industry range at every stage - not the cheapest (that's DIY), not the most expensive (that's premium CA firms with partner-level review).
- Government fees are the same in every column. That's the one constant.
- Annual compliance is the recurring budget-killer. Even on the cheapest path, you'll pay ₹4,999-₹9,999/year for MGT-7, AOC-4, ADT-1. Over 5 years, that's ₹25,000-₹50,000 - more than the incorporation cost itself.
The Compliance Trap After Incorporation
Let's be brutally honest about the things pricing pages conveniently skip:
1. Stamp duty scales with authorized capital. A ₹1 lakh company costs ₹3,000 in Delhi stamp duty. A ₹50 lakh company costs ₹22,500. A ₹1 crore company costs ₹37,500.
2. DSC renewal every 1-3 years. Every director's DSC expires. Renewal costs ₹700-₹3,500 per director per renewal cycle. With 2 directors renewing every 2 years, that's ₹2,800-₹7,000 over a 4-year period.
3. Annual compliance is mandatory, even with no revenue. A Pvt Ltd with zero revenue still must file MGT-7 (annual return), AOC-4 (financial statements), and ADT-1 (auditor appointment) every year. Failure = ₹100/day penalty per form. A non-compliant Pvt Ltd can rack up ₹36,500-₹1,09,500/year in penalties.
4. Statutory audit is mandatory from year 1. Every Pvt Ltd must appoint a statutory auditor within 30 days of incorporation (Form ADT-1). Audit fees typically run ₹5,000-₹25,000/year depending on revenue. Even with zero revenue, audit fees start at ₹5,000.
5. Director KYC is mandatory every year. Every director with DIN must file DIR-3 KYC by September 30 each year. Late filing = ₹5,000 penalty per director. Many founders forget this and end up paying penalties.
6. Increase in authorized capital mid-fundraise is expensive. If you set ₹1 lakh authorized capital and raise a ₹50 lakh seed round, you must file Form SH-7 to increase authorized capital before issuing shares. Stamp duty on the incremental ₹49,90,000 = ₹12,500-₹25,000 additional, plus ₹2,999-₹9,999 professional fees. Total mid-fundraise cost: ₹15,000-₹35,000.
7. Bank account opening requires INC-20A filing. You cannot open a current account in the company's name until you file Form INC-20A (declaration of commencement of business) and receive confirmation. Many founders try to open the bank account immediately after incorporation - gets rejected.
8. Registered office address proof must be ≤2 months old. The electricity bill (or other utility bill) for the registered office must be no older than 2 months at the time of filing. Many founders submit an old bill and get rejected.
9. Foreign directors have additional compliance. If a director is a foreign national, their identity proof (passport) and address proof must be notarized and apostilled by the Indian embassy in their country. Cost: ₹5,000-₹15,000 extra.
10. Strike-off (closure) costs ₹10,000 + ₹4,999-₹14,999 professional. If your startup fails and you want to formally close the company, you must file Form STK-2 (strike-off). Total cost: ₹15,000-₹25,000. Many founders just abandon the company - which leads to permanent non-compliance and director disqualification.
If you want to add post-incorporation compliance assistance, you may need our annual compliance package - and yes, this is a separate professional fee, every year, for as long as the company exists.
₹1 Lakh vs ₹50 Lakh Authorized Capital: One Startup, Two Paths
This is where most founders get the math wrong. They think "I'll set ₹1 lakh authorized capital to save stamp duty, and increase it later when I need to issue more shares." It sounds smart. It's often a false economy. To make this painfully clear, let's run the same fictional startup - "Burn After Reading" Pvt Ltd, a D2C candle brand planning to raise a seed round in 18 months - down two parallel paths.
Setup: Burn After Reading Pvt Ltd. 2 founder-directors. Delhi registered office. E-filing throughout.
Path A - ₹1 Lakh Authorized Capital (Bare Minimum, Plan to Increase Later)
You set ₹1 lakh authorized capital now to save stamp duty. In 18 months, when you raise a ₹25 lakh seed round at ₹100/share, you increase authorized capital before issuing shares.
| Stage | Central Govt Fee | Stamp Duty | DIY Cost | Industry Standard | iProSolutions |
|---|---|---|---|---|---|
| 1. DSC for 2 directors | - | - | ₹1,400 - ₹3,500 (you arrange) | ₹1,400 - ₹3,500 (included) | ₹2,998 |
| 2. SPICe+ Part B filing (₹1 lakh authorized capital, Delhi) | ₹0 | ₹5,000 (₹2,000 INC-32 + ₹2,000 MOA + ₹1,000 AOA) | ₹5,000 + 8-16 hrs | ₹9,999 - ₹20,000 | ₹9,999 (₹4,999 prof + ₹5,000 stamp) |
| 3. Form INC-20A (commencement of business) | ₹0 | - | ₹0 + 30 min | ₹499 - ₹1,499 | ₹499 - ₹1,499 |
| 4. Annual compliance year 1 (MGT-7, AOC-4, ADT-1) | ₹0-₹2,000 | - | ₹0-₹2,000 + 8-12 hrs | ₹4,999 - ₹14,999 | ₹4,999 - ₹9,999 |
| 5. Increase authorized capital at month 18 (₹1 lakh → ₹50 lakh) | ₹5 (SH-7) | ₹19,500 (incremental stamp on ₹49,90,000: MOA ₹13,000 + AOA ₹6,500) | ₹5 + ₹19,500 + 2-3 hrs | ₹2,999 - ₹9,999 + ₹19,500 = ₹22,499 - ₹29,499 | ₹2,999 + ₹19,500 = ₹22,499 |
| 6. Annual compliance year 2 | ₹0-₹2,000 | - | ₹0-₹2,000 + 8-12 hrs | ₹4,999 - ₹14,999 | ₹4,999 - ₹9,999 |
| Total 2-year cost (no fundraising issues) | ₹10-₹12,000 | ₹24,500 | ₹24,500 + 16-28 hrs + fundraising delay risk | ₹42,495 - ₹84,495 | ₹45,493 - ₹57,493 |
Path A is the "lowest upfront stamp duty" play - you save ~₹19,500 in stamp duty at incorporation. But you pay it back 18 months later when you increase authorized capital - AND you take on the risk that the SH-7 increase process delays your fundraise.
Path B - ₹50 Lakh Authorized Capital Upfront (Investor-Ready)
You set ₹50 lakh authorized capital at incorporation. No mid-fundraise increase needed.
| Stage | Central Govt Fee | Stamp Duty | DIY Cost | Industry Standard | iProSolutions |
|---|---|---|---|---|---|
| 1. DSC for 2 directors | - | - | ₹1,400 - ₹3,500 | ₹1,400 - ₹3,500 | ₹2,998 |
| 2. SPICe+ Part B filing (₹50 lakh authorized capital, Delhi) | ₹2,000 (Part B fee for ₹15-50 lakh tier) | ₹22,500 (₹2,000 INC-32 + ₹15,000 MOA + ₹7,500 AOA - Delhi rate) | ₹2,000 + ₹22,500 + 8-16 hrs | ₹9,999 - ₹20,000 + ₹2,000 + ₹22,500 = ₹33,999 - ₹44,500 | ₹4,999 + ₹2,000 + ₹22,500 = ₹29,499 |
| 3. Form INC-20A | ₹0 | - | ₹0 + 30 min | ₹499 - ₹1,499 | ₹499 - ₹1,499 |
| 4. Annual compliance year 1 | ₹0-₹2,000 | - | ₹0-₹2,000 + 8-12 hrs | ₹4,999 - ₹14,999 | ₹4,999 - ₹9,999 |
| 5. No authorized capital increase needed at month 18 | ₹0 | ₹0 | ₹0 | ₹0 | ₹0 |
| 6. Annual compliance year 2 | ₹0-₹2,000 | - | ₹0-₹2,000 + 8-12 hrs | ₹4,999 - ₹14,999 | ₹4,999 - ₹9,999 |
| Total 2-year cost (clean path) | ₹2,000-₹6,000 | ₹22,500 | ₹22,500 + 16-24 hrs + no fundraising delay | ₹29,495 - ₹71,495 | ₹37,994 - ₹49,994 |
Side-by-Side: ₹1 Lakh vs ₹50 Lakh Authorized Capital at a Glance
| Dimension | Path A (₹1 Lakh, Increase Later) | Path B (₹50 Lakh Upfront) | Difference |
|---|---|---|---|
| Stamp duty at incorporation | ₹5,000 | ₹22,500 | +₹17,500 |
| Central govt filing fee | ₹0 | ₹2,000 | +₹2,000 |
| Authorized capital increase at month 18 | ₹19,500 stamp + ₹5 govt | ₹0 | -₹19,505 |
| Fundraising timeline risk | High (SH-7 must complete before share issuance) | None (already authorized) | Significant |
| Total 2-year stamp duty + govt fees | ₹24,505 | ₹24,500 | +₹5 (essentially same!) |
| Total 2-year cost (iPro, clean path) | ₹45,493 - ₹57,493 | ₹37,994 - ₹49,994 | -₹7,499 (Path B cheaper!) |
| Share issuance flexibility (next 2 years) | Limited to ₹1 lakh unless you increase | ₹50 lakh immediately available | Massive flexibility win |
The Verdict on Authorized Capital Tier
The "₹1 lakh authorized capital to save stamp duty" pitch sounds smart but is a false economy for any startup planning to raise external capital within 24 months. The ₹17,500 you "save" in upfront stamp duty gets paid back at the moment you increase authorized capital - and you take on fundraising timeline risk in the process.
Rule of thumb: Set authorized capital based on the share issuance you realistically plan in the next 24 months:
- No external capital planned → ₹1 lakh. Minimum stamp duty, maximum simplicity.
- Angel/seed round planned within 12 months → ₹10 lakh. Slight premium in stamp duty, no mid-fundraise scramble.
- Seed/pre-Series A round planned within 24 months → ₹50 lakh. Best balance of stamp duty vs fundraising flexibility.
- Series A planning within 36 months → ₹1 crore. Higher stamp duty but maximum flexibility for preference shares, ESOP pool, founder vesting.
When You Can Fake It vs When You Need Backup
| Factor | DIY Filing | Professional-Assisted |
|---|---|---|
| Total upfront cost (Delhi, 2 directors, ₹1 lakh capital) | ₹5,000 + ₹1,400-₹3,500 DSC = ₹6,400-₹8,500 | ₹6,999 onwards |
| Time spent | 8-16 hours of research + filing | 1-2 hours of inputs |
| Rejection risk (simple 2-director setup) | Medium | Low |
| Rejection risk (foreign director, complex shareholding) | High | Low |
| MOA/AOA drafting | Boilerplate templates (risky if custom clauses needed) | Custom-drafted (ESOP, vesting, preference shares) |
| Post-incorporation compliance handholding | None | Usually included or add-on |
| Annual compliance (year 1) | You figure it out | Included or add-on |
| Bank account opening assistance | You do it | Included |
Fair verdict: If you're a 2-director, simple-shareholding, Indian-resident, no-investor-round-imminent Pvt Ltd with ₹1 lakh authorized capital - DIY it, with careful attention to address proofs and form fields. If you have foreign directors, complex shareholding, investor round planned within 12 months, or want annual compliance handled - get help.
What iProSolutions Charges (No Surprises)
| Package | What's Included | Govt Fee + Stamp Duty | Our Professional Fee | Total |
|---|---|---|---|---|
| Pvt Ltd Basic (2 directors, ₹1 lakh authorized capital, Delhi) | DSC for 2 directors, name check, SPICe+ Part A+B, MOA/AOA drafting, PAN/TAN, AGILE-PRO, INC-20A | ₹5,208 (₹0 SPICe+ + ₹5,000 stamp + ₹143 PAN + ₹65 TAN) | ₹1,791 | ₹6,999 |
| Pvt Ltd Basic (2 directors, ₹1 lakh authorized capital, other states) | Same as above | ₹3,208 - ₹7,208 (state-dependent stamp duty) | ₹1,791 | ₹4,999 - ₹8,999 |
| Pvt Ltd Investor-Ready (2 directors, ₹50 lakh authorized capital, Delhi) | Same as above + ₹50 lakh capital stamp duty | ₹24,708 (₹2,000 SPICe+ + ₹22,500 stamp + ₹143 PAN + ₹65 TAN) | ₹4,999 | ₹29,499 |
| Pvt Ltd Premium (2 directors, ₹1 lakh authorized capital, with full year compliance) | Above + annual compliance year 1 (MGT-7, AOC-4, ADT-1, DIR-3 KYC) + first board meeting minutes + share certificates + statutory registers | ₹5,208 | ₹9,791 | ₹14,999 |
| Standalone DSC (Class 3, 2-year, signing only, per director) | DSC issuance + USB token + installation support | - | ₹1,499 | ₹1,499 per director |
| Standalone DSC (Class 3, 2-year, signing + encryption combo, per director) | Combo DSC + USB token + installation support | - | ₹2,499 | ₹2,499 per director |
Optional Add-Ons
| Service | Typical Fee | When You Need It |
|---|---|---|
| Form INC-20A (commencement of business, within 180 days) | ₹499 - ₹1,499 | Required before bank account opening |
| First board meeting minutes + share certificates | ₹999 - ₹2,499 | Required within 30 days of incorporation |
| Statutory registers setup (MGT-7, etc.) | ₹999 - ₹1,999 | Required within 30 days of incorporation |
| Annual compliance (year 1, MGT-7 + AOC-4 + ADT-1) | ₹4,999 - ₹9,999 | Every year, even with no revenue |
| Statutory audit (year 1, even with zero revenue) | ₹4,999 - ₹15,000 | Every year - mandatory |
| Director KYC (DIR-3 KYC, annual, per director) | ₹399 per director | Every year by September 30 |
| Increase in authorized capital (Form SH-7) | ₹2,999 - ₹9,999 + incremental stamp duty | When you need to issue more shares than authorized capital allows |
| Director addition (DIR-12 + DIR-3 KYC) | ₹999 - ₹1,999 + ₹1,000 govt DIN fee (if 4th+ director) | When adding a new director |
| Registered office change (INC-22) | ₹999 - ₹1,499 | When moving offices |
| Strike-off / closure (Form STK-2) | ₹4,999 - ₹9,999 + ₹10,000 govt | When winding down the company |
| GST registration (separate from incorporation) | ₹1,999 | When your business crosses GST threshold or you want voluntary registration |
| MSME / Udyam registration | ₹999 | To qualify for lower IP fee tiers |
| DPIIT startup recognition | ₹1,999 | To qualify for lower IP fee tiers and tax benefits |
Every package includes: DSC for 2 directors, name check, MOA/AOA drafting, SPICe+ Part A+B filing, PAN/TAN, AGILE-PRO, and status updates. No hidden line items.
If you're ready to incorporate, head to our company registration service page. Want help choosing the right authorized capital? Talk to us for a free consultation.
Pricing note: All iProSolutions prices above are checked as of October 2026. Government fees follow the Companies (Incorporation) Rules, 2014 fee schedule. Stamp duties are state-dependent and may change with state budgets.
What Happens When You Try to Raise Capital as a Sole Proprietor
It feels expensive until you do the maths on the alternative.
Imagine you've spent 18 months building "Burn After Reading" as a sole proprietorship. ₹15,00,000 in ad spend. 8,000 customers. A real product-market fit. Then one morning a customer asks for a GST invoice in the company's name - and you realise you can't issue one because you're not a company. Then an investor offers ₹50 lakh for 20% - and you can't issue the shares because you're not a company. Then your co-founder quits and demands 50% of "their" brand - and you have no shareholders' agreement to fall back on.
Here's what happens next:
- Without a company: you operate as a sole proprietorship or partnership. Unlimited personal liability (your personal assets are at risk if the business is sued). No share issuance (can't raise equity). No perpetual existence (the business dies with you). No separate PAN (you use your personal PAN - no separate tax identity).
- With a Pvt Ltd: separate legal entity. Limited liability (your personal assets are protected). Easy share issuance (raise capital, issue ESOPs). Perpetual existence (the company survives founder departure). Separate PAN (clean tax identity).
The cheapest Pvt Ltd is the one you register early. ₹6,999 now or ₹5,00,000 in personal liability, lost funding, and ownership disputes later. Pick.
Five Honest Ways to Spend Less
- Set the right authorized capital from day one. If you're not raising external capital in 24 months, ₹1 lakh is fine. If you are, set ₹10 lakh-₹50 lakh upfront. The mid-fundraise authorized capital increase costs more in stamp duty + professional fees than the upfront premium.
- Get DSC for 2-year validity, not 1-year. 2-year DSC costs ₹1,499 vs ₹999 for 1-year. You save ₹499 over 2 years vs renewing twice.
- E-file everything. MCA doesn't accept physical filing for SPICe+ anymore.
- Bundle your post-incorporation services. First board meeting + share certificates + statutory registers + annual compliance year 1 - bundled together saves ₹1,000-₹3,000 vs buying each separately.
- Don't skip annual compliance even with no revenue. A Pvt Ltd with zero revenue still must file MGT-7, AOC-4, ADT-1 every year. Failure = ₹100/day penalty per form.
For startups still deciding on legal structure, our company registration and MSME / Udyam registration services handle the prerequisite paperwork.
₹6,999 Dream vs ₹47,495 Reality
Cheapest possible: ₹6,400-₹8,500 (Delhi, 2 directors, ₹1 lakh authorized capital, DIY e-filing, with DSC). No professional help. All boilerplate MOA/AOA. No post-incorporation compliance (risky - penalties stack from year 1).
Realistic cost for a real founder: ₹6,999-₹29,499 (depending on authorized capital tier) for incorporation. Add ₹4,999-₹9,999 per year for annual compliance. Add ₹4,999-₹15,000 per year for statutory audit. Add ₹399 per director per year for DIR-3 KYC. Add ₹700-₹1,499 per director per 2 years for DSC renewal.
Most founders end up in the ₹6,999-₹14,999 range for incorporation (₹1 lakh capital, basic professional package). If you're raising external capital within 24 months, budget ₹25,000-₹35,000 realistically for incorporation with ₹50 lakh authorized capital.
Six Founders, Six Incorporation Journeys
Realistic scenarios, with actual numbers.
Story 1 - Riya, Solo Designer Going Solo (Pvt Ltd Basic, ₹1 Lakh Capital)
Riya runs a brand identity design studio. She incorporated "Riya K Design Studio Pvt Ltd" with 2 directors (her + her father), ₹1 lakh authorized capital, Delhi registered office.
- DSC for 2 directors: ₹2,998
- SPICe+ Part B filing (Delhi, ₹1 lakh capital): ₹9,999 (₹4,999 prof + ₹5,000 stamp)
- Form INC-20A: ₹499
- Annual compliance year 1: ₹4,999
- Total year 1: ~₹18,495
Clean incorporation in 7 days. No fundraising planned, so ₹1 lakh capital was the right call.
Story 2 - Aakash, D2C Skincare Startup (Pvt Ltd Investor-Ready, ₹50 Lakh Capital)
Aakash runs "GlowLab." He incorporated with ₹50 lakh authorized capital upfront because he was planning a ₹25 lakh seed round in 12 months. 2 founder-directors, Delhi.
- DSC for 2 directors: ₹2,998
- SPICe+ Part B filing (Delhi, ₹50 lakh capital): ₹29,499 (₹4,999 prof + ₹2,000 Part B + ₹22,500 stamp + ₹143 PAN + ₹65 TAN)
- Form INC-20A: ₹499
- Annual compliance year 1: ₹6,999
- Statutory audit year 1: ₹7,500
- Total year 1: ~₹47,495
When Aakash raised ₹25 lakh at ₹100/share 9 months later, he issued shares directly - no SH-7 increase needed because authorized capital was already ₹50 lakh. Saved ₹22,000 in mid-fundraise stamp duty + professional fees.
Story 3 - Mira Brands Pvt Ltd, Mid-Fundraise Authorized Capital Increase
Mira Brands Pvt Ltd started with ₹1 lakh authorized capital (founders thought they'd "save stamp duty"). 18 months later, they raised a ₹40 lakh seed round. They had to increase authorized capital before issuing shares.
- Initial incorporation (₹1 lakh capital, Mumbai): ₹6,499 (₹1,999 prof + ₹4,500 stamp)
- Annual compliance year 1: ₹4,999
- Authorized capital increase at month 18 (₹1 lakh → ₹50 lakh, Maharashtra stamp): ₹22,499 (₹2,999 prof + ₹19,500 incremental stamp)
- Total cost (vs Path B upfront): ~₹33,497
Mira's founders spent ₹22,499 to increase authorized capital mid-fundraise - almost exactly the ₹17,500 they thought they were saving at incorporation, plus ₹5,000 in extra professional fees and 2 weeks of fundraise delay. False economy.
Story 4 - Karan, Non-Compliant Pvt Ltd (Penalties Stacked)
Karan incorporated "Brew Time Pvt Ltd" but skipped annual compliance in year 1 and year 2 (no revenue, "compliance doesn't matter yet"). At year 3, MCA flagged the company.
- Initial incorporation: ₹6,999
- Year 1 compliance skipped: ₹0 paid + ₹36,500 penalty (₹100/day × 3 forms × 365 days ÷ 3)
- Year 2 compliance skipped: ₹0 paid + ₹36,500 penalty
- Statutory audit skipped: ₹0 paid + ₹25,000 penalty (estimated)
- Year 3 catch-up compliance: ₹9,999 + ₹15,000 audit fees
- Total 3-year cost: ~₹1,30,000+ in penalties + ₹25,000 in compliance fees
Karan paid ₹1,30,000+ in penalties because he skipped ₹14,000 in compliance fees for 2 years. The cheapest year of compliance is the one you actually do.
Story 5 - Sameer, Foreign Co-Director Setup (Apostille Costs)
Sameer runs "Outlier Pvt Ltd" with an Indian co-founder + a US-based co-founder. The foreign director's passport and address proof had to be notarized and apostilled by the Indian embassy in San Francisco.
- Initial incorporation (₹10 lakh capital, Delhi): ₹13,499 (₹4,999 prof + ₹7,500 stamp + ₹500 foreign director document handling)
- Apostille + notarization costs (US-based): $200-₹15,000 equivalent
- Form DIR-3 KYC for foreign director (annual): ₹999
- Annual compliance year 1: ₹7,999
- Total year 1: ~₹38,497
Foreign directors add ₹10,000-₹20,000 in extra compliance costs.
Story 6 - Priya, Strike-Off After Failed Startup (Closure)
Priya's "BlueHour Pvt Ltd" failed after 18 months. She filed Form STK-2 (strike-off) to formally close the company.
- Initial incorporation: ₹6,999
- Year 1 compliance (filed properly): ₹6,999
- Strike-off filing (Form STK-2): ₹4,999 + ₹10,000 govt fee = ₹14,999
- Total 18-month lifecycle: ~₹28,997
Formal closure saved Priya from permanent non-compliance and director disqualification.
Mistakes That Burn Your ₹6,999
- Setting ₹1 lakh authorized capital when you'll raise capital in 24 months - Costs ₹17,500-₹22,500 in mid-fundraise stamp duty + professional fees. Set ₹10-50 lakh upfront instead.
- Skipping annual compliance because "no revenue" - ₹100/day penalty per form. ₹36,500/year per skipped form.
- Skipping statutory audit from year 1 - Even zero-revenue Pvt Ltd must be audited. Penalties + audit catch-up costs ₹25,000+.
- Forgetting DIR-3 KYC by September 30 - ₹5,000 penalty per director. Easy to forget.
- Using boilerplate MOA/AOA for complex shareholding - When you need ESOP pool, founder vesting, or preference shares, boilerplate doesn't work.
- Not filing Form INC-20A before opening bank account - Bank rejects your account opening request. 1-2 weeks delay.
- Submitting old address proofs (older than 2 months) - SPICe+ gets rejected. 1-2 weeks delay.
- Not having DSC before starting SPICe+ - Many founders start the form, then realise they need DSC.
- Foreign director documents not apostilled - SPICe+ gets rejected. 2-4 weeks delay for apostille process.
- Setting up too many directors at incorporation - First 3 directors get free DIN. Each director beyond 3 costs ₹1,000 + extra paperwork.
- Not bundling AGILE-PRO at incorporation - Without AGILE-PRO, you must separately file for GST, EPFO, ESIC, bank account, profession tax.
- Abandoning the company instead of strike-off - Abandoned Pvt Ltd stays non-compliant forever. Director gets disqualified from starting new companies.
The Honest Budget Range
| Scenario | Realistic Budget (Year 1) |
|---|---|
| Simple 2-director Pvt Ltd, ₹1 lakh capital, no fundraising planned | ₹6,999 - ₹14,999 (incorporation + year 1 compliance) |
| 2-director Pvt Ltd, ₹10 lakh capital, angel round in 12 months | ₹12,000 - ₹22,000 |
| 2-director Pvt Ltd, ₹50 lakh capital, seed round in 12 months | ₹30,000 - ₹47,000 |
| 2-director Pvt Ltd with foreign co-director | +₹15,000 - ₹25,000 |
| Pvt Ltd + full annual compliance + statutory audit (year 1, no revenue) | ₹14,999 - ₹29,999 |
| Pvt Ltd + GST registration + MSME + DPIIT recognition (full bundle) | +₹4,997 (₹1,999 GST + ₹999 MSME + ₹1,999 DPIIT) |
| Strike-off / closure (failed startup, 18 months in) | ₹14,999 - ₹25,000 |
The Questions Founders Actually Ask
Q1. Is the government fee refunded if my SPICe+ is rejected?
Mostly no. The ₹1,000 SPICe+ Part A resubmission fee is non-refundable if your name is rejected. The ₹0 SPICe+ Part B fee is non-refundable. Stamp duty is non-refundable once paid. PAN/TAN fees are non-refundable.
Q2. What is the minimum capital needed to start a Pvt Ltd?
₹0 paid-up capital. The Companies (Amendment) Act, 2015 abolished the ₹1 lakh minimum paid-up capital requirement. But you still need at least ₹1 lakh authorized capital to operate (because stamp duty is calculated on authorized, not paid-up).
Q3. Can I register a Pvt Ltd myself without a CA/CS?
Yes - the MCA portal allows anyone to file SPICe+ if you have DSC for all directors. For a simple 2-director, Indian-resident, ₹1-lakh-capital Pvt Ltd, DIY is viable. For complex shareholding, foreign directors, or post-incorporation compliance handholding - professional help usually pays for itself.
Q4. How long does Pvt Ltd registration take?
Typically 5-10 working days from filing SPICe+ Part B to Certificate of Incorporation, assuming all documents are correct and name gets approved. Rejections extend this by 1-2 weeks per rejection cycle.
Q5. Do I pay annual fees to maintain a Pvt Ltd?
Yes - but not as "government fees" in the traditional sense. You pay: (a) annual compliance professional fees (₹4,999-₹14,999), (b) statutory audit fees (₹4,999-₹25,000), (c) DIR-3 KYC per director (₹399 each), (d) DSC renewal every 2 years per director (₹1,499 each). Total recurring cost: ₹10,000-₹40,000 per year even with zero revenue.
Q6. Is GST applicable on professional fees for Pvt Ltd registration?
Yes. Professional fees attract 18% GST. Government fees and stamp duty do not attract GST. So your ₹4,999 professional fee becomes ₹4,999 + ₹900 (GST) = ₹5,899, plus ₹5,000 stamp + ₹0 govt = ₹10,899 total.
Q7. Do I need to register for GST separately?
Yes - GST is not auto-registered through SPICe+. You must opt-in via AGILE-PRO (bundled free with incorporation) or file separately later. GST registration is mandatory when your annual turnover crosses ₹20 lakh (services) or ₹40 lakh (goods). Many startups register voluntarily from day 1 for input credit and invoice compliance.
Q8. How much does it cost to increase authorized capital later?
Form SH-7 costs ₹5 in govt filing fee + additional stamp duty on the incremental amount + ₹2,999-₹9,999 professional. For Delhi: increasing from ₹1 lakh to ₹50 lakh costs ₹19,500 in additional stamp duty (₹13,000 MOA + ₹6,500 AOA). Total: ₹22,500-₹29,500.
Q9. How much does it cost to close a Pvt Ltd?
Form STK-2 (strike-off) costs ₹10,000 govt fee + ₹4,999-₹14,999 professional = ₹14,999-₹24,999. The process takes 3-6 months. You must clear all pending compliance and tax dues first.
Q10. Is professional incorporation assistance worth the cost?
For simple 2-director, ₹1-lakh-capital, Indian-resident setups where you understand MOA/AOA basics - DIY is reasonable. For complex shareholding, foreign directors, investor rounds planned within 12 months, or post-incorporation compliance handholding - professional help usually pays for itself in avoided mistakes and penalties.
Q11. Does a Pvt Ltd protect my personal assets?
Yes - that's the entire point of limited liability. If the company is sued, your personal assets (house, savings, other investments) are protected. The company's liability is limited to its assets. Exception: if you've given personal guarantees for business loans.
Q12. Can a Pvt Ltd have a foreign director?
Yes. A Pvt Ltd can have foreign directors, but their identity proof (passport) and address proof must be notarized and apostilled by the Indian embassy in their country. Adds ₹10,000-₹20,000 in extra compliance costs at incorporation.
Q13. What is the difference between authorized capital and paid-up capital?
Authorized capital is the maximum share capital the company can issue (set in MOA). Paid-up capital is what's actually been issued to shareholders. Stamp duty is paid on authorized (the limit), not paid-up (the usage).
Q14. Should I set ₹1 lakh or ₹50 lakh authorized capital?
Set ₹1 lakh if you don't plan to raise external capital within 24 months. Set ₹10 lakh-₹50 lakh if you're raising external capital - the upfront stamp duty premium is offset by avoided mid-fundraise increase costs.
Q15. What happens if I skip annual compliance?
₹100/day penalty per form, stacking up to ₹36,500/year per skipped form. After 3+ years of non-compliance, MCA may initiate strike-off proceedings and disqualify directors from starting new companies for 5 years.
Q16. How do iProSolutions' prices compare to the industry standard?
Our Pvt Ltd Basic package (₹6,999 for 2 directors, ₹1 lakh capital, Delhi) sits at the lower-middle of the industry standard range (₹4,999-₹15,000 for SPICe+ Part B professional). Not the cheapest (DIY is, but DIY doesn't include MOA/AOA customisation or post-incorporation compliance), not the most expensive (premium CA firms with partner-level review at ₹15,000+), and we bundle DSC + name check + MOA/AOA + SPICe+ + PAN/TAN + AGILE-PRO + INC-20A into one transparent package.
Q17. I have a term sheet from an investor with a 30-day window. Can I incorporate fast enough to close the round?
Yes - if you set the right authorized capital upfront (₹10-50 lakh), have DSC for both directors ready, have address proofs fresh (≤2 months old), and have no foreign directors. With iProSolutions handling the filing, you can go from SPICe+ Part A name reservation to Certificate of Incorporation in 5-7 working days, then Form INC-20A in 1 day, then bank account in 3-5 days, then share allotment letter + investor wire in 1-2 days. Total: 10-15 days. Cutting it close on a 30-day window, but doable. If you have a foreign co-director, add 2-3 weeks for apostille - the 30-day window becomes very tight.
The Last Word
Five things to remember:
- The central government's SPICe+ filing fee is ₹0 for nominal capital up to ₹15 lakh. The real cost lives in stamp duties (state-dependent, scale with authorized capital) and professional fees.
- Authorized capital is the #1 cost variable. ₹1 lakh capital costs ₹3,000-₹5,500 in stamp duty. ₹50 lakh capital costs ₹20,000-₹30,000. Pick based on your 24-month fundraising plan, not on what's cheapest at incorporation.
- Annual compliance is mandatory from year 1, even with zero revenue. Skipping = ₹100/day penalty per form, escalating to ₹1,00,000+/year in penalties.
- DIY is viable for simple setups but not for complex ones. 2-director, Indian-resident, ₹1-lakh-capital, no-fundraising-planned = DIY is fine. Foreign directors, complex shareholding, investor rounds planned = get help.
- The biggest budget-killer is non-compliance penalties, not incorporation. A non-compliant Pvt Ltd racks up ₹36,500-₹1,09,500/year in penalties - way more than the ₹4,999-₹9,999 annual compliance package costs.
If you've read this far, you now know more about Pvt Ltd costs in India than 95% of first-time founders - and probably more than most founders who've already incorporated.
Want someone to handle the boring parts? Talk to iProSolutions or get started with our Pvt Ltd Basic package - we'll tell you upfront exactly what your company will cost, no surprises.
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