How to File SPICe+ for Private Limited Company Registration — MCA Portal Guide
SPICe+ (Simplified Proforma for Incorporating Company Electronically Plus) is the MCA's integrated web-based incorporation form, and it remains the single mandatory route for setting up a Private Limited Company in India. It combines what used to be a dozen separate filings into one linked application — company incorporation, DIN allotment for first directors, PAN and TAN issuance, GSTIN registration, EPFO and ESIC registration, and (in applicable states) Professional Tax registration. Because the form is examined by a Registrar of Companies (RoC) official rather than processed automatically, small inconsistencies between the name approval, the MoA/AoA, and the KYC documents are the single biggest cause of delay. Getting the filing right the first time — correct capital structure, matching NIC codes, valid DSCs, properly executed subscriber sheets — typically means the Certificate of Incorporation (COI) lands within a week; getting it wrong can add two to three resubmission cycles. This guide walks through each section of SPICe+ Part B along with its linked forms (AGILE-PRO-S, eMoA, eAoA) in the order the MCA portal presents them.
Before you start
- Approved company name (received via SPICe+ Part A or a separate RUN application, valid for 20 days from approval)
- Class-3 Digital Signature Certificate (DSC) for all proposed directors and subscribers, issued by a licensed certifying authority
- All KYC documents scanned per the MCA document checklist — PAN, Aadhaar, address proof, passport-size photo for each director/shareholder
- Share capital structure finalised — authorised capital, paid-up capital, face value per share, and the shareholding split among subscribers
- Registered office address confirmed with a No Objection Certificate (NOC) from the owner plus a recent utility bill or rent agreement
- Main objects of the company drafted, with the closest-matching NIC (National Industrial Classification) code identified
- Digital signatures of all subscribers arranged for the eMoA/eAoA subscriber sheets
- Decision made on whether to apply for GSTIN, EPFO, ESIC, and Professional Tax at incorporation via AGILE-PRO-S, or later
Step-by-step
Download SPICe+ from the MCA Portal
Log in to mca.gov.in with a director's or professional's credentials. Under MCA Services > E-filing > Company Forms, locate SPICe+ (INC-32) and download the latest version. The MCA periodically updates form versions and field validations, so always download a fresh copy before starting a new filing — an outdated version will be rejected at upload.
- Ensure your system meets the MCA's browser and Java/plugin requirements before starting.
- Keep a stable internet connection; the form autosaves in stages but a mid-session drop can still cost you re-entry of data.
Complete Part A — Name Reservation (if not already done)
If a name hasn't already been reserved through a standalone RUN (Reserve Unique Name) application, use Part A of SPICe+ to do it. Propose up to two names, state the main division of the intended business activity, and enter the closest NIC code.
Name approval usually takes 1–2 working days if the name is distinctive and doesn't conflict with existing companies, trademarks, or restricted words. Once approved, the name is reserved for 20 days — Part B must be filed within that window or the reservation lapses and the process (and fee) must be repeated.
Complete Part B — Company Incorporation Details
Part B is the core incorporation form. Fill in:
- Company type and class — Private, limited by shares.
- Capital structure — authorised share capital and paid-up capital, face value per share.
- Registered office address — must match the NOC and utility bill exactly, down to the pin code.
- Director details — DIN (if already allotted) or details for DIN application, PAN, nationality, residential status, and designation for each proposed director.
- Subscriber/shareholder details — name, address, and number of shares subscribed by each first shareholder.
- Company contact details — official email and phone number, which MCA uses for the COI and any deficiency notices.
Double-check every field against the supporting documents before moving on — the Examiner cross-checks these against the attached KYC and address proofs.
Select the Main Objects (Object Clause)
Choose the business activities the company intends to pursue from the MCA's object clause library, or draft a custom object clause consistent with the NIC code selected in Part A. This clause defines the legal scope of what the company can do — activities outside it later require a formal MoA amendment, so it's worth thinking a step or two ahead about adjacent business lines you may pursue in the first 2–3 years.
Attach AGILE-PRO-S
AGILE-PRO-S is a linked sub-form filed alongside SPICe+ that lets you apply simultaneously for:
- GSTIN — optional at incorporation; many businesses prefer to apply once they have a confirmed registered office and expect turnover to cross the applicable threshold, but applying at incorporation saves a separate filing later.
- EPFO (Employees' Provident Fund) registration — mandatory once employee headcount crosses the statutory threshold, but the registration itself is created at incorporation regardless.
- ESIC (Employee State Insurance) registration — similarly created at incorporation, with contribution obligations triggering once applicable thresholds are met.
- Professional Tax registration — required in states that levy it (e.g., Maharashtra, Karnataka, West Bengal); not applicable in every state, so confirm your state's requirement before assuming this section is mandatory.
- Bank account opening — AGILE-PRO-S also lets you nominate a bank (a set of empanelled banks are integrated with the form) to initiate current-account opening once the COI is issued; the bank still runs its own KYC afterward, and the list of integrated banks changes over time, so confirm which banks are currently supported on the portal before assuming a specific one is available.
- Shops and Establishment registration — offered in some states through the same form; check applicability for your state before skipping or assuming it applies.
Attach eMoA (INC-33) and eAoA (INC-34)
The Memorandum of Association (eMoA / INC-33) and Articles of Association (eAoA / INC-34) are filed as linked electronic forms rather than physical documents. For most Private Limited companies, selecting the standard Table F Articles is sufficient; companies with non-standard governance arrangements (special voting rights, unusual transfer restrictions) should have a customised AoA drafted and reviewed before filing.
The system auto-generates subscriber sheets from the shareholder data entered in Part B. Each subscriber signs their sheet — physically or digitally, per current MCA guidance — and the signed/scanned copy is uploaded as an attachment.
Assemble and Upload Supporting Documents
Compile the full document set before starting the final submission step, since the portal session can time out during uploads:
- PAN and Aadhaar (or passport, for foreign nationals/NRIs) for every director and subscriber
- Address proof for each director/subscriber (bank statement, utility bill, etc., typically not older than 2 months)
- Registered office proof — NOC from the property owner plus a recent utility bill or the rent/lease agreement
- Signed subscriber sheets for the eMoA and eAoA
- Declaration by first director(s) and subscriber(s) (INC-9), auto-generated where eligible
Mismatched addresses or expired documents are among the most common reasons for a resubmission notice.
Sign with DSC and Submit
Every director and subscriber affixes their Class-3 DSC to the relevant sections of SPICe+, eMoA/eAoA, and AGILE-PRO-S. A professional (CA/CS/CMA) certifying the form also applies their DSC. Before final submission, run the built-in pre-scrutiny check — it flags formatting and completeness issues before the form reaches an RoC Examiner, saving a resubmission cycle.
Pay Government Fees
Fees payable typically include RoC filing/registration fees (which scale with authorised capital) and state stamp duty on the MoA/AoA (rates vary by state and by authorised capital, and change periodically — confirm the current fee schedule on the MCA portal or with your CA before paying, rather than relying on a fixed figure). Pay online through the MCA's integrated payment gateway; the challan generated is your proof of payment and should be retained.
Track Status and Respond to Examiner Queries
Once submitted, the RoC Examiner reviews the form — typically within 2–7 working days for a complete, error-free filing. If the Examiner raises a query (a 'resubmission' or deficiency notice), you generally get a limited window (per the current MCA timeline shown on the notice) to correct and re-file; missing that window can require starting the name reservation process over. Track status under MCA Services > Track Your Payment / Track SPICe+ Status.
Receive the Certificate of Incorporation (COI)
Once approved, the MCA issues the COI bearing the Corporate Identity Number (CIN), along with the company's PAN and TAN, sent to the registered email. If GSTIN was applied for through AGILE-PRO-S, the GST portal separately issues the ARN and, subsequently, the GSTIN — this can take a few additional days beyond the COI itself.
Complete Post-Incorporation Compliance
Within the statutory timelines that follow incorporation, complete: opening the company's current bank account using the COI and other constitutional documents, depositing the subscribed share capital, filing the declaration of commencement of business (INC-20A) within 180 days of incorporation and after capital is received, and appointing a statutory auditor. These steps fall outside SPICe+ itself but are necessary before the company can legally start operating and invoicing.
Common mistakes to avoid
- Using an expired or improperly issued DSC — the portal rejects DSC-signed sections outright if the certificate has expired or the token isn't registered correctly; verify validity before starting.
- Paid-up capital exceeding authorised capital — if authorised capital is set lower than the paid-up figure entered, the form fails validation or draws an Examiner query.
- Choosing an NIC code that doesn't match the actual/intended business activity — mismatches routinely trigger resubmission notices and slow the whole filing.
- Address mismatches between the NOC, utility bill, and the address entered in Part B — even a punctuation or pin-code difference can be flagged.
- Letting the name reservation lapse — Part B must be filed within the name's validity window; missing it means re-doing name approval and paying again.
- Treating GST/EPFO/ESIC/Professional Tax sections in AGILE-PRO-S as one-size-fits-all — some are state-specific or threshold-triggered, and selecting them incorrectly creates unnecessary compliance obligations.
- Assuming the COI alone means the company can start invoicing — commencement of business (INC-20A) must be filed after share capital is actually received, and skipping it carries penalties.
- Uploading low-resolution or improperly scanned KYC documents — illegible uploads are a frequent, entirely avoidable cause of deficiency notices.
Frequently asked questions
How long does the MCA take to process SPICe+ after submission?
For a complete, error-free filing, approval typically comes within 2–7 working days. A resubmission or deficiency notice resets that clock, and each round-trip can add several more days — so the biggest lever on turnaround time is getting the filing right before you submit, not the MCA's baseline processing speed.
Can I track the status of my SPICe+ application?
Yes. Log in to mca.gov.in and use Track Your Payment / Track SPICe+ Status under MCA Services. Statuses typically move through Submitted → Under Processing (Examiner review) → Approved, or Resubmission Required if the Examiner raises a query.
What is the government fee for incorporating a Pvt Ltd company?
Fees are a combination of RoC registration fees (which scale with authorised share capital, with concessions historically available at lower capital bands) and state stamp duty on the MoA/AoA, which varies by state and by capital amount. Because fee schedules and slabs are revised periodically, confirm the current figures on the MCA portal or with your CA at the time of filing rather than assuming a fixed number.
Do I need a registered office address at the time of filing SPICe+?
Yes — a verifiable registered office address with supporting NOC and utility bill (or lease/rent agreement) is required at incorporation. Virtual office and co-working addresses are commonly used, provided the provider can furnish a valid NOC and the utility proof required by the RoC.
Can foreign nationals or NRIs be directors/subscribers in the SPICe+ filing?
Yes, subject to standard requirements — passport as identity proof, apostilled/notarised documents where the person is outside India, and at least one resident director on the board as required under the Companies Act. Document requirements and notarisation steps for foreign nationals add extra lead time, so plan accordingly.
What happens after the COI is issued?
Along with the COI (bearing the CIN), the MCA issues the company's PAN and TAN via the registered email. If GSTIN was applied for through AGILE-PRO-S, the GST portal processes that separately and issues the GSTIN after its own review. The company can then proceed to open a bank account, deposit subscribed capital, and file the commencement of business declaration.
Is GST registration mandatory at the time of incorporation?
No — GST registration through AGILE-PRO-S at incorporation is optional. Many businesses choose to apply once operations begin and turnover approaches the applicable registration threshold, or where GST registration is needed regardless of turnover due to the nature of the business (e.g., inter-state supply). It can always be applied for separately after incorporation.
What's the difference between DIN allotment through SPICe+ and a separate DIN application?
SPICe+ allows DIN allotment for up to three proposed first directors directly within the incorporation form, avoiding a separate DIR-3 filing. Directors beyond that number, or DIN applications after incorporation, must be filed through the standalone DIR-3 process.
What is INC-20A and why does it matter after incorporation?
INC-20A is the declaration of commencement of business, filed after the subscribed share capital has actually been deposited into the company's bank account. It must be filed within 180 days of incorporation, and the company cannot commence business or exercise borrowing powers until it's filed. Missing the deadline attracts a penalty on the company and its officers in default, and can expose the company to strike-off action — confirm the current penalty figures on the MCA portal, as these are revised periodically.
Can SPICe+ be used to incorporate entities other than a Private Limited Company?
Yes — SPICe+ supports incorporation of Private Limited, Public Limited, One Person Company (OPC), Section 8 (non-profit) companies, and Producer Companies, with form fields adjusting based on the entity type selected at the start of the application.
What if the RoC Examiner rejects the SPICe+ application entirely rather than raising a resubmission query?
A hard rejection (as opposed to a resubmission notice) generally means starting the process again from name reservation, including paying fresh fees. This is uncommon for straightforward filings but can happen with serious document or eligibility mismatches — which is why getting the initial filing right, or working with a CA/CS who reviews it before submission, meaningfully reduces this risk.
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