How To Get A Certificate Of Incorporation In India : A Step-By-Step Guide For Startups And SMEs

Starting a business in India? One of the first and most crucial steps is obtaining a Certificate of Incorporation (COI)—your company’s official birth certificate. Issued by the Ministry of Corporate Affairs (MCA) through the Registrar of Companies (RoC), this document legally recognizes your business as a separate legal entity under the Companies Act, 2013.

Whether you're launching a Private Limited Company, One Person Company (OPC), or a Section 8 NGO, knowing how to get Certificate of Incorporation can save you from costly delays and ensure smooth entry into the formal business ecosystem. 

What This Blog Covers:

• What is a Certificate of Incorporation?
• Why is it legally important?
• Step-by-step incorporation process (2025)
• List of required documents (with legal significance)
• Fees and timeline for approval
• How to download the COI from the MCA portal?

What Is A Certificate Of Incorporation?

A Certificate of Incorporation (COI) is an official document issued by the Registrar of Companies (RoC) under the authority of the Ministry of Corporate Affairs (MCA), Government of India, confirming that a company has been legally registered under the Companies Act, 2013. It signifies the creation of a separate legal entity, distinct from its founders or shareholders, and marks the beginning of its legal existence.

The COI is issued in digital format (PDF) as Form INC-11, bearing the digital signature of the Registrar of Companies. It is governed by the provisions of the Companies Act, 2013 and the Companies (Incorporation) Rules, 2014. Once issued, the company becomes legally capable of owning property, entering into contracts, opening bank accounts, applying for licenses, and commencing business operations.

The certificate includes key information such as:

• Approved company name
• Corporate Identification Number (CIN), a unique 21-digit alphanumeric code
• Type of the company (e.g., Private Limited, OPC, LLP)
• The date of incorporation, which becomes the official date of legal existence
• The company’s PAN and TAN, auto-generated post-2020 via SPICe+ integration
• The RoC seal and digital signature of the Registrar

Legally, the Certificate of Incorporation acts as the company’s birth certificate. It is valid for the lifetime of the company unless it is wound up or struck off. Under Section 18 in The Companies (Incorporation) Rules, 2014, the RoC is mandated to issue the COI upon verification of all incorporation documents and fee payments. Thus, the COI is not merely a compliance formality; it is a foundational legal document that establishes the existence and operational legitimacy of a business in India.

Why Do You Need A Certificate Of Incorporation?

A Certificate of Incorporation (COI) is not just a legal formality; it is the cornerstone of a company’s legal, financial, and operational existence in India. Without it, a company cannot be recognised as a corporate entity or commence business. Here's why the COI is indispensable:

1. Legal Recognition and Separate Identity

Upon incorporation, a company becomes a distinct legal person under Section 9 of the Companies Act, 2013. It acquires the right to:

• Own property, sue, or be sued in its own name
• Limit the liability of its shareholders to their capital contribution
• Enjoy perpetual succession, unaffected by changes in ownership or management
• Enter contracts and perform legal acts independently

2. Mandatory for Business Activities

The COI is a prerequisite for:

• Opening a corporate bank account
• Registering for PAN, TAN, GST, and other licenses
• Signing contracts, raising capital, issuing shares
• Participating in tenders, applying for loans, and onboarding investors

Banks, regulators, and government authorities require it for KYC and compliance.

3. Builds Credibility and Trust

The COI establishes that the business is lawfully incorporated and governed by Indian corporate laws. This credibility enhances:

• Investor confidence during fundraising
• Vendor and client assurance in commercial transactions
• Eligibility for government schemes, FDI, and financial assistance

4. Permits Commencement of Business

Once the COI and linked forms (SPICe+ Part B, AGILE-PRO, eMOA, eAOA) are approved, the company can begin business activities. Post-2020 reforms have removed the need for a separate Certificate of Commencement (INC-20A) in many cases, streamlining compliance.

Documents Required To Get A Certificate Of Incorporation In India

To obtain a Certificate of Incorporation (COI) under the Companies Act, 2013, every applicant must submit a prescribed set of documents. These documents establish the identity of directors and subscribers, verify the registered office, and support legal compliance at the time of filing the SPICe+ and linked forms.

1. Identity Proof of Directors and Subscribers

Mandatory for verifying the personal identity of promoters.
For Indian Nationals:

• PAN Card (compulsory)
• Aadhar Card

For Foreign Nationals:

• Passport (compulsory and notarised/apostilled)

2. Address Proof of Directors and Subscribers

Proof must not be older than 2 months.
Accepted documents include:

• Utility Documents
• Bank Statement
• Electricity, Telephone, or Gas Bill

3. Proof of Registered Office Address

Proof that the company has a legal physical address in India. Documents include:

• Recent utility bill (electricity/water/telephone)
• Rent agreement (if premises are leased)
• No Objection Certificate (NOC) from the owner
• Sale deed or ownership documents (if owned)

4. Memorandum and Articles of Association

Must be filed in electronic form through:

• INC-33 (eMOA) – defines the company’s objects, liabilities, and capital clause
• INC-34 (eAOA) – sets governance rules, director powers, and share provisions

5. Declaration and Consent of Directors

• Form INC-9: Declaration of legal compliance and non-conviction, auto-generated for most cases
• Form DIR-2: Consent to act as director, declaring non-disqualification under Section 164 in The Companies Act, 2013

6. Passport-sized Photographs

Recent colour photos of directors and subscribers, required for DSC and MCA records (format: JPEG/PNG)

7. Board Resolution (if applicable)

Necessary where an existing company is subscribing as a shareholder or where foreign investment is involved.

8. Additional Attachments (Situation-Specific)

• For foreign subscribers/directors: Apostilled passport, visa, and overseas address proof
• For LLP/firm conversion: Form URC-1, audited financials, partners’ consent
• For Section 8 Companies: INC-12, declarations under Section 19 in The Companies (Incorporation) Rules, 2014

Document Submission Guidelines

• Upload in PDF format (max 6 MB each)
• Sign all eForms digitally using a valid Class 3 DSC
• Ensure consistency in name, address, and identity across all documents
• Foreign documents must be notarised and apostilled.

Step-By-Step Process To Get A Certificate Of Incorporation In India

As of 2025, the company incorporation process in India is entirely digital, governed by the Companies Act, 2013, using the SPICe+ (INC-32) integrated form. This unified process combines name reservation, DIN, PAN, TAN, GST, and bank account registration into a single, streamlined workflow.

Step 1: Decide on a Business Structure

Choose a suitable legal entity, Private Limited Company, One Person Company (OPC), Limited Liability Partnership (LLP), or Section 8 Company, based on your business objectives, ownership model, funding needs, and compliance obligations.

Note: Choosing the right entity will determine your compliance burden, funding potential, and operational flexibility.

Step 2: Obtain a Digital Signature Certificate (DSC)

Every director and subscriber must obtain a Class 3 DSC from a government-recognised Certifying Authority (such as eMudhra, NSDL, NID). It is required to digitally sign all incorporation-related eForms.

Step 3: Director Identification Number (DIN)

DIN is a unique 8-digit number allotted to a director of a company. For new incorporations:

• DIN is automatically generated through SPICe+ Part B (no need for a separate Form DIR-3)
• Details such as name, address, PAN, email, and phone must be accurate and match KYC records

DIN once allotted is valid for the lifetime of the individual.

Step 4: Name Approval via RUN or SPICe+

Apply for name approval via:

• SPICe+ Part A: Preferred and integrated method under the incorporation process
• RUN (Reserve Unique Name): Optional name reservation facility

Ensure the proposed name complies with Section 8 in The Companies (Incorporation) Rules, 2014, is unique, and follows MCA naming guidelines.

Step 5: Draft the MOA and AOA

• Memorandum of Association (MOA): Defines the company’s main objects, scope, and powers.
• Articles of Association (AOA): Lay down internal rules and governance for the company.

For most entities, these are filed electronically as:

• INC-33 (eMOA)
• INC-34 (eAOA)

Note: Custom documents may be uploaded in specific cases (e.g., foreign subscribers).

Step 6: Complete SPICe+ Part B on the MCA Portal

SPICe+ is a two-part integrated form:

• Part A: Name Reservation
• Part B: Incorporation + DIN + PAN/TAN + EPFO/ESIC + GST + Bank Account (AGILE-PRO)

SPICe+ Part B captures detailed information about:

• Capital structure
• Directors and shareholders
• Registered office
• Business activity codes

Attach the required supporting documents and apply your DSC for submission.

Step 7: File Linked Incorporation Forms

Along with SPICe+, submit:

• eMOA (INC-33) and eAOA (INC-34)
• AGILE-PRO-S (INC-35): for GST, EPFO, ESIC, Professional Tax (in applicable states), and company bank account
• AGILE-PRO-S requires:
•  
• • Registered office address
  • Business activity codes (NIC code)
  • Bank account selection (options like ICICI, etc.)

Step 8: Pay Government Fees and Stamp Duty

Government fees depend on your authorised share capital. Stamp duty is calculated based on the state of the registered office. Payments are made through the MCA’s secure online payment system.

Note: Refer to the official Stamp Duty Schedule PDF from MCA for full state-wise rates across capital ranges.

Step 9: Verification and Approval by RoC

The Registrar of Companies (RoC) reviews your application, verifies compliance

If all is in order, RoC issues:

• Certificate of Incorporation (Form INC-11)
• Company PAN and TAN (through NSDL integration)

Timeline: 2–5 working days (if documents are error-free)

Step 10: Download the Certificate of Incorporation

Once approved:

• COI is emailed to the registered email ID
• You can also download it from the MCA portal

This marks the legal birth of your company and enables you to begin operations immediately.

Fees And Processing Time For Incorporation

When registering a company in India, it is critical to understand the statutory fees, stamp duties, and typical processing time. These vary depending on the type of entity (Private Limited, OPC, Public Company), authorised capital, and the state of registration.

Government Fees for Company Incorporation

Before registering your company, it's essential to understand the statutory fees involved. These include government filing charges, stamp duties, and optional professional fees, depending on your company’s authorised capital and location.

Note: Fees above apply to Private Limited Companies and OPCs with authorised capital up to ₹10 lakh. Higher slabs or other company types (Section 8, LLP, Foreign Company) may attract different charges.

Stamp Duty (Illustrative by State)

Stamp duty is levied on the Memorandum and Articles of Association at the time of company incorporation and varies based on the state of the registered office and authorised share capital.

Note: Stamp duty is determined based on both the authorised share capital and the company’s registered office location. Refer to the official Stamp Duty Schedule PDF from the MCA Portal for full state-wise rates across capital ranges.

Fee Comparison by Company Type (Indicative)

The total cost of incorporating a company in India depends on the entity type, authorised capital, and the state of registration

Note: Charges depend on capital, jurisdiction, and the service provider’s pricing.

How Long Does It Take to Get a Certificate of Incorporation?

The overall timeline for company incorporation in India depends on document readiness, accuracy of filing, and Registrar of Companies (RoC) processing time.

Note: In case of resubmission, the timeline may extend by 5–7 additional working days. Regular tracking via the MCA Portal → My Application section is advised.

Validity of the Certificate of Incorporation

The Certificate of Incorporation (COI), once issued, remains valid for the life of the company. It does not expire unless the company is:

• Voluntarily wound up,
• Struck off by the RoC due to non-compliance,
• Or dissolved by a tribunal order.

Ongoing compliance with the Companies Act, 2013, including filing annual returns, maintaining statutory registers, and meeting audit obligations, is essential to maintain the company’s “active” legal status.

How To Download The Certificate Of Incorporation (COI) From The MCA Portal?

Once a company is successfully incorporated, the Ministry of Corporate Affairs (MCA) issues the Certificate of Incorporation digitally through the MCA portal. This certificate serves as the official and legally valid proof of the company’s registration under the Companies Act, 2013. It is not issued in physical form and must be downloaded by the applicant through the MCA portal.

Step 1: Log in to the MCA Portal

• Visit the official MCA portal
• Click on “Sign In” and enter your registered email ID and password
• Complete OTP verification, if prompted

Step 2: Navigate to “Get Certified Copies.”

• After logging in, go to the top menu and click on “MCA Services.”
• Select “Document Related Services” and then select “Get Certified Copies V3” from the dropdown list
• You will be redirected to the Certified Copies Request e-Service page

Step 3: Enter Company Details

• Enter the Company Name or Corporate Identification Number (CIN)
• Select your company from the suggested list
• Click “Proceed” to continue

Step 4: Select the Certificate of Incorporation

• From the available list of documents, check the option for “Certificate of Incorporation.”
• Add the document to your cart

Step 5: Make the Payment

• Review the document request and proceed to payment
• Pay the applicable fee, plus taxes (if any)
• Payment can be made using a credit/debit card, UPI, or net banking
• Upon successful payment, a Challan and SRN (Service Request Number) will be generated

Step 6: Download the COI

• After payment confirmation, the document will typically be available within 2 to 6 working hours
• Go to My Workspace > View Documents
• Download the digitally signed PDF of the Certificate of Incorporation

The downloaded certificate is legally valid for all official and statutory purposes and is signed by the Registrar of Companies under the Companies Act, 2013.

Conclusion

Understanding how to get Certificate of Incorporation is the first step toward building a compliant and credible business in India. With the MCA’s SPICe+ digital platform, the entire registration process has become faster, simpler, and cost-effective—especially for startups and small enterprises. From selecting your business structure and securing DIN/DSC to uploading eMOA and eAOA, every step plays a crucial role in legally establishing your company.

Once approved, the Certificate of Incorporation not only grants legal recognition but also opens the doors to banking, investment, taxation, and operational opportunities. It’s more than just a formality—it’s your company’s identity and proof of existence.

Still unsure about any step? Let legal experts or company secretaries help you streamline your incorporation journey. The sooner you register, the sooner your entrepreneurial vision can become a legally recognized reality.

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