A Certificate of Incorporation is a document that confirms the legal existence of a company in India. It is issued once a business is registered with the appropriate authority and is required for opening bank accounts, applying for licences, entering into contracts, and meeting statutory obligations.
Understanding where and how to obtain a Certificate of Incorporation depends on the type of business entity being registered. This blog post explains where the certificate is issued from, who can obtain it, and the basic process involved.
How and where a Certificate of Incorporation is issued in India
In India, the Certificate of Incorporation is issued by the Registrar of Companies under the Ministry of Corporate Affairs. The application for incorporation is submitted online through the MCA portal as part of the company registration process.
The certificate is issued to businesses registered under the Companies Act, 2013. This includes private limited companies, public limited companies, and one-person companies. Once the incorporation application is reviewed and approved by the Registrar of Companies, the Certificate of Incorporation is generated and made available electronically.
How to obtain a Certificate of Incorporation
The Certificate of Incorporation is issued after a company completes the registration process under the Companies Act, 2013. The steps below outline how businesses can obtain it in India.
1. Get a digital signature certificate & director identification number
The first step is to get a Digital Signature Certificate from an authorised certifying authority approved by the Ministry of Corporate Affairs. The DSC is required to digitally sign incorporation forms submitted online.
Directors must also have a valid Director Identification Number. If a director does not already have a DIN, it is typically allotted automatically as part of the incorporation process through the SPICe+ form.
2. Apply for company name approval
Once the preliminary requirements are in place, the proposed company name must be submitted for approval. The name should be unique and must comply with the naming guidelines prescribed by law.
The application for name approval is reviewed by the Registrar of Companies. If the name meets all requirements, it is approved for use in the incorporation application.
3. Prepare the Memorandum of Association & Articles of Association
The Memorandum of Association and Articles of Association define the company’s objectives, internal rules, and governance structure. These documents form the legal foundation of the company.
They must be prepared carefully and submitted as part of the incorporation application in the prescribed format.
4. File incorporation forms and pay the required fees
After the documents are ready, the incorporation application is filed online through the MCA portal using the prescribed e-forms. This includes details of the company, directors, registered office, and share capital.
The applicable government fees and stamp duty must be paid at this stage for the application to be processed.
5. Issuance of the certificate of incorporation
Once the Registrar verifies the application and supporting documents, the Certificate of Incorporation is issued electronically. This certificate confirms that the company has been legally incorporated and can commence operations as a separate legal entity.
Documents required for company incorporation
To obtain a Certificate of Incorporation, certain documents must be submitted to establish the company’s legal identity, ownership, and registered office details. The exact set of documents may differ depending on the type of business entity, such as a private limited company, public limited company, one-person company, or limited liability partnership.
In general, the following documents are required for company incorporation in India.
Identity and KYC documents of directors and subscribers
Directors and shareholders must submit valid KYC documents to verify their identity. These typically include a PAN card and an Aadhaar card. One government-issued identity proof, such as a passport, voter ID, or driving licence, is also required. Address proof, such as a recent bank statement or utility bill, must be provided to confirm the current residential address.
Digital Signature Certificate
A valid Digital Signature Certificate is needed to sign incorporation forms electronically. The DSC is used for submitting documents and forms through the MCA portal and must be obtained from an authorised certifying authority.
Registered office address proof
Proof of the company’s registered office address must be submitted at the time of incorporation or shortly thereafter. This usually includes a recent utility bill, such as an electricity or water bill, along with ownership proof or a rent agreement.
If the premises are not owned by the company, a No Objection Certificate from the property owner is also required.
Constitutional documents of the company
The Memorandum of Association and Articles of Association are mandatory documents for incorporation. The MOA defines the company’s objectives and scope of activities, while the AOA sets out the internal rules, management structure, and operational guidelines.
These documents form the legal foundation of the company and must be filed in the prescribed format.
Declarations and consent forms
Certain statutory declarations and consent forms are also required to complete the incorporation process. These include director consent forms and declarations confirming compliance with legal requirements. Depending on the type of company, additional forms may be required to ensure procedural and regulatory compliance.
Fees for certificate of incorporation in India
The cost of obtaining a Certificate of Incorporation in India varies based on the type of entity and statutory charges. In very basic cases, government incorporation fees may start from ₹1,000 to ₹3,000, excluding stamp duty, DSC costs, and professional fees.
For commonly registered entities, the indicative costs are:
- Private limited company: ₹1,000–₹3,000 in government fees, depending on authorised capital
- One-person company: Similar to a private limited company, with comparable government charges
- Limited liability partnership: Lower government fees compared to companies, usually starting from ₹500
These amounts cover statutory filings with the Ministry of Corporate Affairs. Stamp duty is charged separately and varies by state and authorised capital. Additional costs may apply if there are more directors or partners, higher authorised capital, or specific state stamp duty requirements.
Businesses should check the applicable MCA fee slabs and state stamp duty before starting the incorporation process.
Conclusion
A Certificate of Incorporation is a foundational document for any company registered in India. It confirms the legal existence of the business and is required for activities such as opening bank accounts, entering into contracts, and meeting statutory obligations.
Since the certificate is issued electronically after successful registration with the Ministry of Corporate Affairs, businesses should ensure that incorporation details and documents are prepared accurately from the start. Having clear records in place also makes it easier to manage compliance and documentation as the business grows.
Maintaining organised financial and statutory records supports this process. Tools such as TallyPrime help businesses keep accounting and compliance information structured, making it easier to manage company documents and meet ongoing regulatory requirements.
