When we incorporated Unileaf in 2021, neither of us had registered a company before. We are engineers. We knew how to ship software and very little about the Ministry of Corporate Affairs. What confused us most was not any single form; it was that nobody laid the steps out in order, with a plain explanation of why each exists.
This post is that list, written for a first-time founder who has decided on a private limited company and wants to know what happens between that decision and a bank account with the company's name on it. It is not a substitute for a chartered accountant or a company secretary. And a caution: forms, fees and timelines in this area change often, so we have avoided quoting amounts or day counts. Treat every step as "check the current rule", not "this is the rule".
Why the order matters
Incorporation in India is a chain. Each step produces something the next step needs, so you cannot do them in parallel the way you might hope. The rough shape is: digital signatures, then director identification, then the name, then the incorporation filing, then the certificate with PAN and TAN, then the bank account and share capital, then GST if it applies, and then a compliance calendar that begins the day after you exist.
Understanding this chain up front removed most of our anxiety. When something stalled, we knew which link was stuck.
Digital signatures and director identification
Almost everything you file with the MCA is filed online and signed electronically. That signature is a Digital Signature Certificate (DSC), issued to an individual rather than to the company, and it lives on a USB token. Every proposed director and subscriber to the memorandum will typically need one. It comes from a certifying authority, not from the government portal. Get it first; having the DSCs ready meant our later filings did not sit waiting on a courier.
A Director Identification Number (DIN) is a permanent number attached to a person who is, or intends to be, a director of an Indian company. For a new company, DINs for first-time directors can be applied for within the incorporation form itself, up to a limit on how many can be allotted that way. Someone who already holds a DIN simply uses it.
Reserving the name
Your proposed name is checked against existing companies, registered trademarks and a set of rules about restricted words. It must end in "Private Limited" and must not be too similar to something that already exists. The reservation goes through the MCA's integrated incorporation service, either on its own or bundled with the main filing, and you propose a small number of names in order of preference.
Two things we found useful. First, search the MCA company database and the trademark registry yourself before proposing anything; a name that looks free on a web search may already be taken. Second, have a genuine second choice. Falling in love with one name and having it rejected is an avoidable delay. An approved name is reserved only for a limited window, and incorporation has to be completed inside it.
The SPICe+ filing
SPICe+ is the integrated form for incorporating a company, and "integrated" is the important word. One application covers the incorporation and, alongside it, several other registrations a new company needs. When we filed, that bundle included PAN, TAN and certain labour-law registrations, with bank account opening and GST registration available through the same route. The contents of the bundle are set by the MCA and have changed over time, so confirm what is currently included.
The substantive part of the form comes with attachments:
- The memorandum of association, which states what the company is for.
- The articles of association, which state how it is governed internally.
- Proof of the registered office address, with a no-objection from the owner if the premises are not the company's own.
- Identity and address proofs for directors and subscribers.
- Declarations from the directors and from the professional certifying the filing.
A practising professional, usually a chartered accountant, company secretary or advocate, certifies the application. Pay for good help here. The attachments are where first-time filers get rejected, and a rejection means a resubmission cycle.
Registered office
A private limited company needs a registered office in India from the start: a real address where official notices can be delivered. It need not be commercial premises. Ours, like many small companies, is a residential address, and we work from home. What matters is that you can prove your right to use it and that you tell the MCA if it changes.
What you receive when it is approved
If the application is accepted, the Registrar of Companies issues a Certificate of Incorporation: the document that says the company legally exists. It carries the Corporate Identification Number (CIN) you will type into many forms afterwards.
Because the filing was integrated, the company's PAN and TAN are allotted along with it. The PAN is the company's income tax identity; the TAN is the number under which it deducts tax at source on salaries, rent or contractor payments. Keep the certificate, PAN, TAN, memorandum, articles and DIN letters in one folder. Every bank, portal and serious client will ask for some combination of them.
The bank account and share capital
The company cannot trade until it has its own bank account. The certificate, PAN, memorandum and articles, and a board resolution authorising the account are the usual requirements, though each bank has its own list.
Once the account is open, the subscribers deposit the share capital they committed to in the memorandum. This is not a formality. Within the statutory window after incorporation, the company must file a declaration with the Registrar confirming that the subscribers have paid for their shares and that the registered office is verified. Only after that declaration is the company permitted to commence business. Missing it is one of the most common early mistakes.
GST, when it applies
GST registration is not automatic and is not always required at incorporation. Whether you need it depends on turnover, what you sell, and whether you supply across state lines or through certain online channels. Software services have their own considerations, especially with clients outside India. Settle your obligation with a professional before you invoice anyone. Once registered, periodic returns become part of your calendar whether or not there was any activity in the period.
The compliance calendar starts immediately
This is the part first-time founders underestimate. A private limited company has obligations from its first day, whether or not it has earned anything. In broad terms: appointing a statutory auditor within the initial window; holding board meetings at the required frequency and keeping minutes; holding an annual general meeting; filing annual returns and financial statements with the Registrar; filing income tax returns, and TDS returns if tax has been deducted; filing GST returns if registered; and keeping statutory registers up to date.
Each of these has a deadline, and late filing attracts additional fees that grow with delay. We found the simplest way to stay on top of it was to agree a calendar with our chartered accountant in the first month and put every date in a shared reminder. Small companies rarely get into trouble because a rule is hard; they get into trouble because a date passed unnoticed.
None of this is glamorous. It is paperwork, done in order, with attention. That is most of what it takes.
This post is general information based on our own experience, not legal, tax or professional advice. Requirements change; confirm the current position with a qualified professional or the Ministry of Corporate Affairs before acting.
