Company incorporation in India: Pvt Ltd vs LLP.

What is company incorporation?

Incorporation is the legal act of registering a business as a separate entity with the Ministry of Corporate Affairs (MCA) — giving it its own legal identity distinct from its owners, the ability to own assets and enter contracts in its own name, and (in the case of a company or LLP) limited liability for its owners. In India, the two structures overwhelmingly chosen by founders and professionals are the private limited company (registered under the Companies Act, 2013) and the Limited Liability Partnership (registered under the LLP Act, 2008).

Both give owners limited liability and a separate legal entity. What differs — and what a CA is usually asked to advise on first — is ownership structure, fundraising ability, and the ongoing statutory compliance burden.

The SPICe+ incorporation process

Private limited company incorporation runs through the MCA's SPICe+ (INC-32) web form, which integrates name reservation, incorporation, DIN, PAN, TAN and statutory registrations into a single filing. An LLP is incorporated through a separate form, FiLLiP, followed by filing the LLP Agreement (Form 3). The broad sequence for a company looks like this:

Form names, linked forms and the exact web-form workflow are revised by the MCA from time to time — verify the current form set and process on the MCA portal (mca.gov.in) before filing, and don't rely on a remembered form number without checking.

Documents required

The document list is broadly the same whether you're incorporating a Pvt Ltd company or an LLP:

• PAN card of all directors/partners (mandatory for Indian nationals)
• Identity proof — Aadhaar, passport, voter ID or driving licence
• Address proof — recent bank statement, electricity or mobile bill (not more than ~2 months old, as prescribed)
• Passport-size photographs
• Registered office proof — latest utility bill plus a No Objection Certificate from the owner (or rent/lease agreement if rented)
• Digital Signature Certificate (DSC) for all signatories
• For NRI/foreign directors — notarised and apostilled PAN, ID and address proof

Document specifics — validity period on address proof, apostille requirements for foreign nationals, and accepted proof types — are revised periodically. Confirm the current checklist on the MCA portal or with your RoC before advising a client.

Pvt Ltd vs LLP — the comparison

This is the question that comes up in almost every incorporation engagement. Neither structure is universally "better" — the right answer depends on whether the business plans to raise equity capital and how much annual compliance cost it can absorb.

Timeline and cost — set expectations, not promises

In practice, name reservation clears in a few working days when the proposed name is distinctive and clean of trademark conflicts. The full run from SPICe+ Part B filing to Certificate of Incorporation typically falls somewhere between one and three weeks, but RoC workload, resubmissions on name or MoA/AoA objections, and document completeness all move that number. There is no statutory turnaround guarantee, so quote clients a realistic range rather than a fixed date.

Government fees, stamp duty (state-dependent) and professional fees all change periodically and vary by state and by authorised capital slab. Do not quote exact fee figures from memory — pull current fee schedules from the MCA portal or your state's stamp duty notification before quoting a client.

Practical notes for a practicing CA

• Name rejection is the single biggest delay. Run a trademark search and an RoC name-availability check before submitting Part A — a name too similar to an existing company, LLP or registered trademark bounces back and costs a filing cycle.
• Auditor appointment within 30 days is easy to miss. For a Pvt Ltd company, the first statutory auditor must be appointed at the first board meeting within 30 days of incorporation — build this into your onboarding checklist, not just the annual compliance calendar.
• INC-20A (commencement of business) has a hard deadline and a real penalty. A company cannot start business or borrow until this declaration is filed, and missing the window attracts a monetary penalty — flag it clearly to first-time directors.
• LLP compliance is lighter but not zero. Clients sometimes assume "no audit" means "no filing." Form 8 (Statement of Accounts & Solvency) and Form 11 (Annual Return) are still due every year regardless of turnover.
• Registered office proof trips up remote/co-working setups. A shared workspace needs a proper NOC from the space provider, not just a rent receipt — get this documented at incorporation to avoid an RoC query later.
• Converting an LLP to a Pvt Ltd is common but not instant. If a client is likely to raise funding within a year or two, it's often worth discussing Pvt Ltd at incorporation rather than converting later under investor time pressure.

After incorporation — where TatvaBooks fits

Once the Certificate of Incorporation is in hand, the compliance clock starts immediately — auditor appointment, INC-20A, GST registration if applicable, and the first year's books. If you're running incorporation and compliance for multiple clients, the Practice plan gives you a deadline tracker and multi-client dashboard so nothing slips between the incorporation date and the first filing. For the books themselves, TatvaBooks sets up GST-correct invoicing and Schedule III-ready financials from day one — see the for Chartered Accountants page.

Frequently asked questions