Legal-N-Tax Advisory LLP

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Company Registration in Delhi — Private Limited, LLP & OPC Incorporation Services

Two Kinds of Founders Come to Us — and One Has a Bigger Problem

The first kind has not registered yet. The bank wants a CIN before opening a current account. The investor wants a share cap table before writing a cheque. The client wants a GST invoice that a proprietorship cannot issue. So the founder is stuck — not from lack of ambition, but from lack of the right structure.

The second kind registered six months ago through some online portal. Certificate arrived in an email. It looked official. Then nothing happened. No INC-20A filed. No auditor appointed. No board meeting held. Last week, an ROC notice landed in the founder's inbox asking why the company had not commenced business.

Both situations are manageable. One is cheaper to fix than the other.

Company registration under the Companies Act, 2013 creates a legal entity that stands apart from whoever started it. That entity can own a bank account, hold a lease, take a loan, and be sued — without those actions reaching the personal finances of the director behind it. The Ministry of Corporate Affairs handles all of this through the MCA portal. No physical queue at any government office. No notary for Indian residents. Everything goes through SPICe+ online.

In Delhi, the Registrar of Companies (ROC) processes all incorporations. Since February 2026, Delhi now has two ROC offices — split by district. Your registered office address determines which one.

Legal-N-Tax Advisory LLP is in Sector 12, Dwarka — Southwest Delhi, which falls under ROC Delhi I. Our team of Advocates, Chartered Accountants, and Company Secretaries handles company registration in Delhi alongside the full compliance calendar that follows incorporation. Write to mail@legalntaxindia.com or call +91-9810911733.

Company Registration in Delhi — Key Facts

Quick reference before you read the detail:

Particulars Details
Governing Law Companies Act, 2013 — under the Ministry of Corporate Affairs (MCA)
Filing Method SPICe+ form — fully online via the MCA portal; no physical ROC visit required
Your ROC in Delhi ROC Delhi I (South, South West, New Delhi, South East, East) or ROC Delhi II (Central, West, North, North West, North East, Shahdara) — effective from 16 February 2026
Structure Most Founders Choose Private Limited Company — allows equity shares, investor funding, and limited liability
Minimum Directors 2 (No upper limit)
Shareholders Required Minimum 2, Maximum 200 — directors and shareholders can be the same individuals
Resident Director Rule At least one director must have stayed in India for 182 or more days during the preceding calendar year
Minimum Paid-up Capital No minimum capital requirement under the Companies Act
Normal Registration Timeline 7 to 15 working days, subject to correct documentation
What SPICe+ Includes CIN, DIN, PAN, TAN, EPFO, ESIC, optional GST registration, and optional bank account opening
After Approval Certificate of Incorporation (CoI) containing the CIN, PAN, and TAN
First Post-Incorporation Compliance File Form INC-20A within 180 days. A company cannot legally commence business without filing this declaration.

 

Private Limited, LLP, OPC — Which One Fits Your Situation?

Pick wrong here and you will pay twice — once to register and once to convert. An LLP cannot issue equity shares, so if a venture investor is in the picture, an LLP does not work. An OPC is dissolved or converted once turnover crosses Rs. 2 crore. A Section 8 company cannot distribute profits. These are not technical details to read later — they determine whether the structure can do what the business needs.

Factor Private Limited LLP OPC Section 8 Company
Founders Needed Minimum 2 Directors + 2 Shareholders Minimum 2 Designated Partners 1 Person Only Minimum 2 Directors
Personal Liability Capped at unpaid share value Capped at LLP contribution Capped at share capital Limited — no profit payout
Can Take Investor Equity? Yes No No No
Compliance Burden Moderate — Companies Act Lighter — LLP Act, 2008 Light — Small Company Rules Moderate + FCRA (if foreign funds)
Tax Rate 30% + surcharge + cess 30% + surcharge + cess 30% as a company Exempt under 12A/12AB (subject to eligibility)
Profit Payout Dividend to shareholders Partner profit share Dividend to sole member Prohibited
Best Suited For Startups, funded businesses, MSMEs Professionals, family firms Solo first-time founders NGOs, charitable organizations

For LLP incorporation specifically, LLP Registration in Delhi covers designated partner rules, LLP agreement drafting, and the LLP annual compliance calendar.

What Registration Actually Changes for a Delhi Founder

Founders running an unregistered business are personally on the hook for everything — loans, contracts, lawsuits. Registration draws a hard line between the person and the business. That line is not automatic. It requires proper corporate formalities after registration. But it exists, which is why banks, investors, and large clients demand it before engaging.

On the funding side, only a Private Limited Company can allot equity shares. Angel investors, family offices, and VCs will not write a cheque into a proprietorship or an LLP — there is no mechanism to hold their ownership stake. Convertible notes and SAFEs also require a company structure. Startup India registration under DPIIT, which gives direct tax exemption under Section 80-IAC and access to government seed funds, requires the applicant to be a DPIIT-recognised Private Limited Company or LLP.

For day-to-day operations, a registered company opens a current account in its own name, which separates business and personal finances from the first transaction. Government tenders, GeM portal seller accounts, corporate vendor empanelments, and fintech lending APIs all ask for a CIN. A proprietorship is frequently rejected at the eligibility stage before the business can even submit a bid.

The exit side matters too. Shares in a company can be transferred, pledged as collateral, or structured for ESOPs and buyouts under documented agreements. Selling a proprietorship is messy and rarely clean. Selling shares in a registered company is a standard transaction. The difference shows up when a founder eventually wants to step back — or when a co-founder wants out.

Eligibility for Company Registration in Delhi

Eligibility Point What Applies
Minimum Directors 2 for a Private Limited Company; 1 for an OPC; 2 Designated Partners for an LLP.
Minimum Shareholders 2 — the same two people who are directors can also be the shareholders.
Maximum Shareholders 200 for a Private Limited Company.
Resident Director At least 1 director must have stayed in India for 182 days or more during the preceding calendar year.
Age of Directors Minimum 18 years.
Paid-up Capital No minimum requirement. The declared authorised capital determines the MCA stamp duty payable at incorporation.
NRI or Foreign National Can be a director or shareholder. Foreign documents must be apostilled and notarised.
Registered Office A Delhi address (residential or virtual office) with a rent agreement, NOC, and a utility bill not older than 2 months.
DIN Disqualification No proposed director should be disqualified under Section 164(2) of the Companies Act, 2013.

 

Documents Needed for Private Limited Company Registration in Delhi

What Each Director and Shareholder Needs to Provide

Indian nationals need a PAN card, an Aadhaar card (or passport), and an address proof — a bank statement, utility bill, or driving licence that is not older than two months. Foreign nationals and NRIs substitute the PAN card with a passport. A passport-size photograph in digital form is required for each person, along with an active email ID and mobile number, both of which are used for DSC registration and DIN issuance.

Every proposed director needs a Class 3 Digital Signature Certificate before anything can be filed on the MCA portal. DSCs are issued by government-approved certifying authorities. The name on the DSC must match the PAN card exactly — a middle name present on one but missing from the other is enough for the MCA system to reject the form. Plan for 1 to 2 working days for DSC issuance.

For the Registered Office in Delhi

The registered office address must be a verifiable Delhi location. A residential flat is acceptable. So is a virtual office — provided the service agreement, the NOC from the property owner, and a utility bill not older than two months are all in order. The utility bill must correspond to the actual premises, not a billing address. Many defect memos from the ROC come from registered office documentation that looks complete but has a mismatch between the NOC signatory and the utility bill name. Check these before filing.

The rent agreement or lease deed should be in the name of the director or the company. If the premises are owned by a relative and there is no formal arrangement in writing, the MCA may raise a query. A simple notarised rent agreement — even at a nominal consideration — resolves this.

Incorporation Documents Prepared by the Professional Team

The Memorandum of Association (MOA) is the constitutional document that defines what the company exists to do — its objectives, the state where it is registered (Delhi, in this case), and the authorised share capital. The Articles of Association (AOA) set out how the company will be run internally — board meetings, voting rights, quorum requirements, and share transfer restrictions.

These two documents matter more than founders realise at the registration stage. The MOA's objects clause determines what activities the company can legally carry out. If the clause is too narrow — written only for the immediate business — and the company later pivots or expands, it requires a Board resolution, shareholder approval at an EGM, and an MGT-14 filing with the ROC to amend it. That process costs more in professional time than the original registration.

Alongside these, INC-9 (declaration by all directors and subscribers confirming the particulars are true), DIR-2 (written consent from each director to act as such), and AGILE-PRO-S (INC-35) for simultaneous GST, EPFO, ESIC, and bank account applications are prepared and filed as part of the SPICe+ submission.

Step-by-Step Process for New Company Registration in Delhi

Every step below is online. There is no physical queue at any ROC office, no stamp vendor, no in-person verification required for Indian resident directors.

Step 1 — Get DSC for all directors. Before anything else, every proposed director needs a Class 3 Digital Signature Certificate from a government-approved authority. DSC name must match PAN exactly. Allow 1 to 2 working days. A mismatch at this stage cascades into form rejection at MCA — it is the single most avoidable delay.

Step 2 — Name reservation via SPICe+ Part A. The proposed company name is filed with MCA for approval. It cannot be identical or phonetically similar to an existing registered company or trademark. Submit 2 to 3 name options in priority order. Once a name is approved, the reservation is valid for 20 days — the full incorporation must be completed within this window.

Step 3 — Draft MOA and AOA. The objects clause in the MOA must be drafted to cover the full business direction, not just the activity planned for year one. Legal drafting here is not a formality — it is a structural decision with long-term compliance consequences if done poorly.

Step 4 — File SPICe+ Part B. The main incorporation form. It integrates company incorporation (INC-32), DIN allotment for all directors, company PAN, company TAN, EPFO registration, ESIC registration, optional GST registration, and optional bank account opening — all in a single online submission.

Step 5 — File e-MOA (INC-33), e-AOA (INC-34), and AGILE-PRO-S (INC-35). These are filed alongside SPICe+ Part B. AGILE-PRO-S triggers simultaneous applications for GST, EPFO, ESIC, professional tax (where applicable), and a current account with a designated partner bank.

Step 6 — ROC review and Certificate of Incorporation. The application is processed at the Central Registration Centre — a faceless, randomised system. No specific officer handles your file twice. If documents are clean, the Certificate of Incorporation (CoI) arrives with the CIN, PAN, and TAN. Typically 7 to 15 working days after Part B submission.

Step 7 — Post-incorporation actions. File INC-20A within 180 days. Appoint the first statutory auditor within 30 days. Issue share certificates within 60 days. Open the company's current account. Apply for GST if turnover threshold will be crossed or interstate supply is planned. Hold the first Board Meeting within 30 days of incorporation.

What SPICe+ Covers — One Filing, Multiple Registrations

Before MCA introduced SPICe+, each of these was a separate application to a separate government authority. Now they are bundled:

Registration Covered

Authority That Issues It

Company incorporation (CIN)

MCA — ROC Delhi I or II based on registered office pin code

Director Identification Number (DIN)

MCA — allotted through SPICe+ during incorporation itself

PAN of the company

Income Tax Department

TAN of the company

Income Tax Department

EPFO registration

Employees Provident Fund Organisation

ESIC registration

Employees State Insurance Corporation

GST registration (optional at this stage)

GST portal via AGILE-PRO-S

Current bank account (optional)

Partner bank selected at AGILE-PRO-S filing

Professional tax registration

Delhi state tax authority

 

Post-Incorporation Compliance — What the Law Requires After the CoI Arrives

The founders who get ROC notices six months after registration are almost always the ones who thought registration was the end of the process. It is the beginning. The compliance calendar starts the moment the Certificate of Incorporation is issued.

What Must Happen in the First 30 to 180 Days

The first Board Meeting must be held within 30 days of incorporation — not 30 days from the first transaction, not 30 days from when the bank account opens. Thirty days from the date on the CoI. Board meetings must be held at least four times in every calendar year, with no more than 120 days between two consecutive meetings.

The first statutory auditor must be appointed by the Board within 30 days of incorporation. This is a Board decision, not an AGM decision. Form ADT-1 must be filed with ROC within 15 days of the AGM in subsequent years. Directors who miss the first appointment window become personally liable for the penalty under the Companies Act.

INC-20A — the declaration of commencement of business — is due within 180 days of the CoI date. Without it, the company cannot legally begin operations or borrow money. The paid-up capital shown in the SPICe+ filing must actually be in the company's bank account before this form is submitted. The penalty for non-filing is Rs. 50,000 on the company and Rs. 1,000 per day on each director in default. The ROC can also initiate strike-off proceedings.

Share certificates must be issued to all shareholders within 60 days of incorporation under Rule 5(3) of the Companies (Share Capital and Debentures) Rules, 2014. This is not paperwork that can be deferred — it is the document that establishes legal ownership of the company's shares.

Annual Compliance Calendar

Form

What It Covers

When It Is Due

Cost of Missing It

INC-20A

Commencement of business declaration

180 days from CoI date

Rs. 50,000 company + Rs. 1,000/day per director

ADT-1

Statutory auditor appointment

15 days from AGM

Rs. 300/day up to Rs. 12 lakh

AOC-4

Financial statements — Balance Sheet and P&L

30 days from AGM

Rs. 100/day — no cap

MGT-7 / MGT-7A

Annual return of company

60 days from AGM

Rs. 100/day — no cap

DIR-3 KYC

Annual KYC of every DIN holder

30 September each year

Rs. 5,000 per DIN if late

DPT-3

Return of deposits and exempted loans

30 June each year

Rs. 5,000 + Rs. 500/day

ITR-6

Corporate income tax return

31 October (if audit required)

Interest + penalty under Income Tax Act

GSTR-1 and GSTR-3B

Monthly GST returns

11th and 20th of following month

Rs. 50/day (Rs. 20/day for NIL)

The full annual filing cycle — AGM, AOC-4, MGT-7, DIR-3 KYC, board meetings, and statutory audit coordination — is covered under our Company Annual Compliances service.

ROC Delhi — What Changed on 16 February 2026

This update has not reached most company registration portals yet. The Ministry of Corporate Affairs split the single ROC Delhi office into two separate registrars on 16 February 2026:

ROC NCT of Delhi-I now covers South Delhi, Southwest Delhi, New Delhi district, Southeast Delhi, and East Delhi. Dwarka falls in Southwest Delhi — under ROC Delhi-I jurisdiction.

ROC NCT of Delhi-II covers Central Delhi, West Delhi, North Delhi, Northwest Delhi, Northeast Delhi, and Shahdara.

The CIN of every new company registered in Delhi from February 2026 onwards reflects the applicable ROC code — either Delhi-I or Delhi-II — based on the pin code of the registered office. Companies incorporated before this date were automatically remapped. If your company was incorporated earlier, log into the MCA21 portal and check the company master data to confirm which ROC now governs your filings. Compliance obligations, filing portal, and statutory deadlines are unchanged — only the jurisdictional office is different.

Where Company Registration in Delhi Goes Wrong

The MOA objects clause is the most expensive mistake to fix later. Founders who describe only the current activity — say, software services — find themselves unable to legally add trading, consulting, or manufacturing to the company's scope without a Board resolution, shareholder approval at an EGM, and a MGT-14 filing with the ROC. The professional cost of that amendment often exceeds what the original registration cost. Draft the objects broadly from the start.

DSC name mismatches cause more delays than any government processing time. The Digital Signature Certificate name must match the PAN card exactly. A middle name present on the PAN but absent from the DSC application — or vice versa — gets the SPICe+ form rejected at the MCA portal. Reissuing a DSC takes another 1 to 2 working days and resets the clock.

Name rejections happen when the proposed name is phonetically or structurally similar to an existing registered company or a trademarked brand — not just when it is identical. The MCA system applies a similarity check, not just an exact match. Keep two or three well-differentiated names ready in priority order before filing Part A.

Registered office documentation is another common defect source. A relative's flat used as the office address without a current rent agreement, a dated NOC from the property owner, and a utility bill under two months old — all three matching the same address — leads to a defect memo. Virtual offices work, but the service agreement from the provider must be accompanied by the same documents for the actual premises.

INC-20A is the most missed post-incorporation filing. A company incorporated after November 2019 that does not file this within 180 days cannot legally do business. The penalty accumulates daily. The ROC can initiate strike-off. And yet it regularly gets forgotten when a portal delivers the CoI without explaining what comes next.

Company Registration in Delhi Involving NRIs or Foreign Nationals

India allows 100% foreign direct investment under the automatic route in most sectors. A foreign national or NRI can hold shares and serve as a director in an Indian Private Limited Company without any special approval, as long as at least one director is an Indian resident who spent 182 or more days in India during the preceding calendar year.

Foreign directors need a passport — notarised and apostilled in the country of residence — along with a foreign address proof that goes through the same apostille process. Documents not in English need a certified translation attached. The DIN for foreign nationals is allotted through SPICe+ at the time of incorporation — no separate DIR-3 form is required at this stage.

Where a foreign national subscribes to shares in the Indian company, the investment falls under the FEMA framework. FC-GPR reporting to the Reserve Bank of India is mandatory within 30 days of share allotment. Non-reporting is compounded by the RBI — the penalty is calculated on the foreign investment amount and is not trivial.

For all post-incorporation FEMA obligations — FC-GPR filing, FLA returns, RBI reporting, and ongoing foreign investment documentation — see our FC-GPR and RBI Compliance service.

For a foreign company wanting to open a branch or liaison office in India, the process is different from incorporation — see Foreign Company Registration in India.

Related Services at Legal-N-Tax Advisory LLP

Incorporation starts the compliance clock. Most Delhi founders engage us across these services after registration:

Frequently Asked Questions — Company Registration in Delhi

How long does private limited company registration take in Delhi?

When documents are submitted correctly the first time, 7 to 15 working days is a realistic expectation. Name reservation through SPICe+ Part A takes 1 to 3 working days. Final Certificate of Incorporation from the ROC after Part B submission takes another 5 to 12 working days. Delays almost never originate in the government system — they come from name conflicts, DSC mismatches, and address documentation gaps that cause defect memos and resubmissions. Fixing the paperwork before filing is where the real time saving happens.

Is there a minimum paid-up capital requirement in 2026?

No. The Companies Act, 2013 removed the minimum paid-up capital requirement. A company can be incorporated with a nominal share capital — technically, Rs. 1 is legally sufficient. That said, the authorised capital figure declared in the MOA determines the MCA stamp duty payable at incorporation. And when INC-20A is filed, the paid-up capital reflected in SPICe+ must actually be in the company's bank account. Pick a figure that reflects the actual capital being brought in, not just a token amount.

Can a single person register a company in Delhi?

Yes — through an OPC (One Person Company) under Section 2(62) of the Companies Act, 2013. One shareholder, one director, the same person. A nominated successor is required. The OPC structure must be converted into a Private Limited Company once paid-up capital exceeds Rs. 50 lakh or turnover crosses Rs. 2 crore in three consecutive years. If two or more founders are involved, an OPC is not the right structure — a Private Limited Company is.

What is INC-20A and why does missing it matter?

INC-20A is the declaration of commencement of business — mandatory for every company incorporated after 2 November 2018. It must be filed within 180 days of incorporation. Without it, the company legally cannot start operations or borrow money from any source. The paid-up capital shown in the SPICe+ filing must be in the company's bank account before INC-20A can be submitted. The penalty for non-filing is Rs. 50,000 on the company and Rs. 1,000 per day on each director in default. The ROC is also empowered to initiate strike-off proceedings against non-filing companies.

What is the difference between ROC Delhi I and ROC Delhi II after the February 2026 split?

Effective 16 February 2026, MCA split the single ROC Delhi office into two: ROC NCT of Delhi-I covers South, Southwest, New, Southeast, and East Delhi districts; ROC NCT of Delhi-II covers Central, West, North, Northwest, Northeast Delhi, and Shahdara. The registered office address of the company determines which ROC handles it. Dwarka (Southwest Delhi) falls under ROC Delhi-I. Companies incorporated before February 2026 were automatically remapped — check the MCA21 portal to confirm the current ROC against your CIN.

Can an NRI or foreign national be a director in a company registered in Delhi?

Yes. NRIs and foreign nationals can serve as directors and hold shares in an Indian Private Limited Company without restriction. The only non-negotiable condition is that at least one director must be an Indian resident with 182+ days of India stay in the preceding calendar year. Foreign directors need an apostilled passport and apostilled address proof from their country of residence. Documents not in English require a certified translation. The DIN is allotted through SPICe+ during incorporation — no separate application is needed.

Does company registration in Delhi automatically include GST registration?

No — they are separate registrations under separate laws. Company registration is under the Companies Act, 2013 via MCA. GST registration is under the GST Act, 2017 via the GST portal. GST becomes mandatory when annual turnover crosses Rs. 20 lakh for service providers or Rs. 40 lakh for goods-only businesses — or immediately if interstate supply or e-commerce operations are involved, regardless of turnover. However, GST registration can be applied for at the same time as incorporation through the AGILE-PRO-S form filed alongside SPICe+, which saves a separate application later.

What happens if AOC-4 and MGT-7 are not filed on time?

Both forms carry a daily penalty of Rs. 100 per form — with no maximum cap. Directors are personally liable. Consistent non-filing leads the ROC to issue a strike-off notice. Directors of struck-off companies are disqualified under Section 164(2) from serving as director in any company for 5 years — and that disqualification applies automatically to every company they currently direct. Restoration after a strike-off is expensive and slow. Our Company Annual Compliances service covers the full ROC filing calendar so that this does not happen.

Contact Legal-N-Tax Advisory LLP

115, Lower Ground Floor, Sector-12A Road, Block A, Sector 12 Dwarka, New Delhi – 110078

Phone / WhatsApp: +91-9810911733

Email: mail@legalntaxindia.com

Website: www.legalntaxindia.com

 
 
 
 
 
 
 
 
 
 
 
 

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