Entity formation and corporate actions
Forming a company is a single integrated process now. What follows is different, a set of filings that happen because something occurred: an allotment, a charge, a director change. Both halves are covered here.
Forming the company: one integrated filing, several outputs
SPICe+ (Form INC-32) is the single web form that now handles incorporation end to end: name reservation, incorporation itself, DIN allotment for up to three directors, PAN, TAN, GSTIN, EPFO, ESIC and Profession Tax registration, and a bank account request, in one filing. It runs in two parts, Part A for name reservation and Part B for incorporation, which can be filed together or separately. The Certificate of Incorporation is issued together with PAN and TAN; the physical PAN card follows separately from the Income Tax Department.
A private limited company needs a minimum of two shareholders (up to 200), two directors (up to fifteen), at least one director resident in India for 120 days or more in the preceding financial year, no minimum capital requirement, a registered office address, and a Class 3 Digital Signature Certificate for each subscriber and director. A public company needs a minimum of three directors and seven shareholders.
Name approval typically clears in one to two working days, with the approved name valid for 20 days; full incorporation typically follows in another few working days once documents are in order. Treat these as planning estimates rather than a guaranteed turnaround: MCA doesn't publish a binding SLA for either step.
A quiet change worth knowing: PAN and TAN application forms replaced
Effective 1 April 2026, the Income-tax Act 2025 replaced the standalone PAN and TAN application forms, Form 49A/49AA and the earlier TAN forms, with new Forms 93 to 96. This is a back-end filing change, not something that affects an already-issued PAN or TAN: existing numbers remain valid, and no company needs to re-apply. It doesn't change the incorporation-time flow described above either: the Income Tax Department's own PAN FAQ confirms a company still applies for both PAN and TAN through SPICe+ (INC-32), not through the standalone forms. It mainly matters if you're relying on an old checklist that still names the retired forms.
If you're a startup: the DPIIT definition changed under you
Effective 4 February 2026, DPIIT replaced the startup-recognition criteria that had stood since 2019. The incorporation-age window extended from seven to ten years, the turnover ceiling rose from ₹25 crore to ₹200 crore, and eligibility now runs on an "innovation or scalable business model" test rather than innovation alone. A new Deep Tech Startup category was also introduced, with a longer age window (up to 20 years) and a higher turnover ceiling (₹300 crore) for research and development and IP-intensive businesses. Recognition and the separate Section 80-IAC tax-benefit certification now run through distinct review steps: DPIIT recognition first, Inter-Ministerial Board certification second.
If you were told you didn't qualify as a startup under the old thresholds, it's worth checking again. A meaningful number of companies now qualify who didn't eighteen months ago.
Corporate actions: the filings triggered by something happening
These don't follow a calendar. They follow an event, and the clock starts the day the event happens, not the day someone notices it should be filed.
| Event | Form | Deadline |
|---|---|---|
| Share allotment (private placement) | PAS-3 | 15 days from allotment |
| Share allotment (rights issue, bonus, ESOP exercise) | PAS-3 | 30 days from allotment |
| Creating or modifying a charge (e.g. on a secured loan) | CHG-1 | 30 days, condonable up to 300 days with additional fee |
| Change of registered office | INC-22 | Event-based, prescribed period |
| Change in directors | DIR-12 | Event-based, prescribed period |
| Special resolutions (name change, object change, and others) | MGT-14 | 30 days of passing the resolution |
Two triggers cause the most trouble in practice. First, application money for a private placement sits in a separate bank account and cannot be moved into the operating account until PAS-3 is actually filed: treating the money as available before the filing is a distinct problem from the filing being late. Second, an unregistered charge is a real exposure: failure to register a charge on time carries penalties up to ₹5 lakh for the company and ₹50,000 for the officer in default, and an intervening creditor can gain priority over an unregistered charge.
Proposed, not law: the Corporate Laws (Amendment) Bill, 2026
A bill introduced in Lok Sabha in March 2026 and referred to a Joint Parliamentary Committee, whose report was submitted 3 August 2026, would, if and when enacted, permit AGMs by video conference with a physical meeting required only once every three years, lower the fast-track merger approval threshold, and decriminalise several existing Companies Act offences, among other changes covered in the governance and annual-compliance guides. As of this writing it has not passed both houses of Parliament or received presidential assent. None of it is current law.
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This page is general information, not professional advice. Indian corporate law positions and MCA rules change frequently, and how any of this applies depends on your company's specific facts. Take professional advice before acting on anything on this page. We are happy to be that adviser, but we do not act on a web page, ours or anyone else's, without one.