How Long Does It Take to Incorporate a Company in India?

Short Answer

The Companies Act, 2013 does not prescribe a deadline by which the Registrar must complete incorporation. What the Act sets out is the process: the documents to be filed, and the point at which the company comes into existence. The practical timeline therefore depends on how quickly the filing is assembled and how quickly the Registrar processes it. (Companies Act, 2013, Section 7)

The company legally comes into existence on the date mentioned in the certificate of incorporation. (Companies Act, 2013, Section 7(2) and 7(3))

So any answer to "how long does it take" has two parts: the statutory steps (fixed) and the processing time (variable).

Registrar processing time is set by the jurisdictional Registrar of Companies; check the MCA portal before filing.

Step 1 — Decide the Entity Type

A company may be formed for any lawful purpose by seven or more persons (public company), two or more persons (private company), or one person (One Person Company, which is a private company). (Companies Act, 2013, Section 3(1))

A One Person Company is defined as a company which has only one person as a member. (Companies Act, 2013, Section 2(62))

The memorandum of a One Person Company must additionally indicate the name of the person who will become the member on the subscriber's death or incapacity, with that person's prior written consent filed with the Registrar. (Companies Act, 2013, Section 3(1) proviso)

Since 1 April 2021, an Indian citizen may incorporate a One Person Company whether resident in India or otherwise, so a non-resident Indian citizen is also eligible. The 120-day figure in Explanation I to Rule 3(1) only defines who counts as "resident in India"; it is not a stay requirement a non-resident must meet. (Companies (Incorporation) Rules, 2014, Rule 3(1) as amended by G.S.R. 91(E) dated 1 February 2021)

Step 2 — Prepare the Memorandum and Articles

The memorandum must state the company's name, with the last word "Limited" for a public company or the last words "Private Limited" for a private company, and the State in which the registered office is to be situated. (Companies Act, 2013, Section 4(1))

The articles contain the regulations for management of the company, and must also contain such matters as may be prescribed. (Companies Act, 2013, Section 5(1) and 5(2))

Both the memorandum and the articles must be duly signed by all the subscribers to the memorandum. (Companies Act, 2013, Section 7(1)(a))

Step 3 — File the Incorporation Documents with the Registrar

To register a company, the following must be filed with the Registrar within whose jurisdiction the registered office is proposed to be situated: the memorandum and articles duly signed by all subscribers; a declaration in the prescribed form by an advocate, chartered accountant, cost accountant or company secretary in practice engaged in the formation, and by a person named in the articles as a director, manager or secretary; a declaration from each subscriber and from each person named as a first director; the address for correspondence until the registered office is established; the particulars of every subscriber with proof of identity; the particulars of the first directors, including their Director Identification Number; and the first directors' interests in other firms or bodies corporate, with their consent to act as directors. (Companies Act, 2013, Section 7(1)(a) to 7(1)(g))

These documents are filed through the integrated incorporation form SPICe+ (INC-32), which covers name reservation and incorporation, with AGILE-PRO in the same filing set for GSTIN, EPFO, ESIC, profession-tax registration and opening of the bank account. (Companies (Incorporation) Rules, 2014, Rules 9 and 38A, as amended with effect from 23 February 2020)

Step 4 — Director Identification Numbers

A person intending to be appointed as a director must apply for the allotment of a Director Identification Number, and the Central Government must allot it within one month of receiving the application. A person cannot obtain more than one DIN. (Companies Act, 2013, Section 153; Section 154; Section 155)

Form DIR-3 is for a person who intends to be appointed director of an existing company. For proposed directors of a company being incorporated who do not yet hold a DIN, the particulars of up to three such directors are given in SPICe+ (INC-32), and the DIN is allotted through that form. (Companies (Appointment and Qualification of Directors) Rules, 2014, Rule 9(1) and proviso; Companies Act, 2013, Section 153)

Step 5 — The Company Comes into Existence

The certificate of incorporation is issued under Section 7(2), and from the date mentioned in that certificate, the company exists. (Companies Act, 2013, Section 7(2) and 7(3))

From the date of incorporation mentioned in the certificate of incorporation, the company is registered and becomes a body corporate. (Companies Act, 2013, Section 9)

The memorandum and articles bind the company and its members as if they had been signed by each of them. (Companies Act, 2013, Section 10)

Step 6 — Commencement of Business

A company incorporated after the commencement of the Companies (Amendment) Act, 2019 and having a share capital must not commence any business or exercise any borrowing powers until (a) a director has filed a declaration that every subscriber has paid the value of the shares agreed to be taken, and (b) the company has filed verification of its registered office under Section 12(2). (Companies Act, 2013, Section 10A(1))

The declaration is filed in Form INC-20A, within 180 days of incorporation. Its contents must be verified by a company secretary, chartered accountant or cost accountant in practice, and where the company's objects require registration or approval from a sectoral regulator (such as the RBI or SEBI), that registration or approval must be attached. Default attracts a penalty under Section 10A(2), and if no declaration is filed within 180 days and the Registrar has reasonable cause to believe the company is not carrying on business, the Registrar may initiate removal of its name under Section 10A(3). (Companies Act, 2013, Section 10A; Companies (Incorporation) Rules, 2014, Rule 23A)

What Actually Drives the Timeline

The Act sets no deadline for the Registrar to process the incorporation application under Section 7, though it does fix some time limits along the way: a name reserved for a proposed company is valid for 20 days from the date of approval, and the Central Government must allot a DIN within one month of the application. In practice the elapsed time depends on: (Companies Act, 2013, Sections 4(5), 7, 10A, 153 and 154)

• How complete the first filing is — the declarations and particulars under Section 7(1)(b) to (g) and the signed memorandum and articles under Section 7(1)(a) must be in place before filing.
• DIN readiness — proposed directors who do not hold a DIN can have one allotted through SPICe+ (up to three directors), so a separate DIR-3 application is not needed; directors who already hold a DIN quote it in the filing under Section 7(1)(f).
• Registrar processing — the certificate issue under Section 7(2) is the end point.
• Post-incorporation compliance — for a company having a share capital, the Section 10A commencement step applies after incorporation. (Companies Act, 2013, Sections 7, 10A, 153 and 154; Companies (Appointment and Qualification of Directors) Rules, 2014, Rule 9(1) proviso)

End-to-end processing time is set by the Registrar; check the MCA portal before filing. The name-reservation window, however, is fixed by the Act: the Registrar may reserve the name for 20 days from the date of approval (60 days for an existing company applying for reservation or change of its name), so the incorporation filing should be made before the reserved name lapses. (Companies Act, 2013, Section 4(5)(i))

Common Sources of Delay

• Name availability — dealt with under Section 4 and the name-reservation process; a name reserved for a proposed company is valid for 20 days from the date of approval, after which it lapses. (Companies Act, 2013, Section 4(5)(i))
• Incomplete declarations — the Section 7(1)(b) declaration must be given by the specified professionals and a person named in the articles. (Companies Act, 2013, Section 7(1)(b))
• Missing subscriptions — the memorandum and articles must be signed by all subscribers under Section 7(1)(a). (Companies Act, 2013, Section 7(1)(a))

A name application made through SPICe+ (INC-32) is approved or rejected by the Registrar, Central Registration Centre, after allowing re-submission of the form within 15 days to rectify defects, so defects should be corrected within that window. For other objections on the filing, check the MCA portal before filing. (Companies (Incorporation) Rules, 2014, Rule 9, as substituted with effect from 23 February 2020)

FAQ

Q1: Is there a fixed number of days for incorporation in the Companies Act, 2013?

No. The Act prescribes the documents and the effect of registration but does not fix a period within which the Registrar must issue the certificate of incorporation. (Companies Act, 2013, Section 7)

Q2: When does a company legally come into existence?

On the date mentioned in the certificate of incorporation issued under Section 7(2). (Companies Act, 2013, Section 7(2) and 7(3))

Q3: What must be filed to register a company?

The memorandum and articles duly signed by all subscribers; the declaration in the prescribed form by the specified professionals and by a person named in the articles; a declaration from each subscriber and first director; the address for correspondence; the particulars of subscribers (with proof of identity) and of first directors (including DIN); and the first directors' interests in other firms or bodies corporate with their consent to act. (Companies Act, 2013, Section 7(1)(a) to 7(1)(g))

Q4: Can a One Person Company be incorporated?

Yes. A company may be formed by one person where it is to be a One Person Company, which is a private company, subject to the nominee requirement in the proviso to Section 3(1). (Companies Act, 2013, Section 3(1)(c) and proviso; Section 2(62))

Q5: What must be done before a new company can start business?

A company incorporated after the commencement of the Companies (Amendment) Act, 2019 and having a share capital must not commence business or borrow until a director files the declaration in Form INC-20A within 180 days of incorporation and the company has filed verification of its registered office under Section 12(2). (Companies Act, 2013, Section 10A; Companies (Incorporation) Rules, 2014, Rule 23A)

---

See Also

• How to Download MOA and AOA from MCA Portal
• Is an LLP Agreement a Public Document?
• DSC for Company Registration — What the Companies Act Requires