How to register a startup in India (DPIIT, MCA, GST) — the full 2026 flow

Every week we get a version of the same question from a first-time founder: "I want to start a company in India — what do I actually need to do?" The answer is more sequential than most online guides admit, and the order matters because some steps depend on others. This is the full 2026 walkthrough, with rough timelines and costs, and notes on which steps you can skip until later.

1. The full registration flow

   1. Pick entity type (Pvt Ltd / LLP / OPC / sole prop)
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   2. Get Digital Signature Certificate (DSC) for directors
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   3. Reserve company name (RUN / SPICe+ Part A)
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   4. Incorporate via SPICe+ Part B  (MCA)
              ├──► Gets you: CIN, PAN, TAN, ESIC, EPFO,
              │              GSTIN (if opted in), bank a/c letter
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   5. Open a current account (any major bank)
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   6. GST registration (if not opted in at step 4)
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   7. DPIIT recognition (free, optional, lots of benefits)
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   8. Domain-specific licences (Shops & Establishment,
                                  professional tax, FSSAI, etc.)

2. Pick the right entity type

• Private Limited Company (Pvt Ltd) — default for any startup planning to raise VC. Separate legal entity, limited liability, equity dilution easy. ~₹6–10K to incorporate. Annual compliance ~₹15–30K
• Limited Liability Partnership (LLP) — better for consulting / services / bootstrapped shops. Cheaper compliance (~₹5–10K/year). Hard to take VC money. Profits taxed as partnership, not at slab
• One Person Company (OPC) — sole founder Pvt Ltd. Cleaner than sole prop, simpler than full Pvt Ltd. Converts to Pvt Ltd later when you add a co-founder
• Sole Proprietorship — no separate entity. Personal liability is total. Fine for freelancers and very early ideas; bad for anything you want to grow into a real business
• Partnership Firm — rarely the right call in 2026. LLP does the same job with limited liability

3. Step 1: Digital Signature Certificate (DSC)

1. 1Every director needs a Class 3 DSC (used for digitally signing MCA filings)
2. 2Issued by certifying authorities like eMudhra, Sify, Capricorn
3. 3Cost: ~₹1,000–₹2,000 per DSC; valid 2 years
4. 4Turnaround: same day with video-KYC; 2–3 days for postal

4. Step 2: Name reservation + incorporation (SPICe+)

SPICe+ (Simplified Proforma for Incorporating Company Electronically Plus) is the single integrated MCA form. Two parts:

• Part A — reserve company name. ₹1,000 fee. Two name choices. Check availability at mca.gov.in first and confirm none clash with existing trademarks (do a quick ipindia.gov.in search)
• Part B — full incorporation. Upload MOA, AOA, address proof, director KYC, registered office docs. Bundle includes PAN, TAN, EPFO, ESIC, bank account opening letter, optional GSTIN

• Total cost: ~₹6,000–₹10,000 for a typical Pvt Ltd with ₹1L authorised capital (govt fees + DSC + professional fee for a CA to file)
• Turnaround: 7–14 days end-to-end once docs are ready
• What you'll get: Certificate of Incorporation (CoI), CIN, PAN, TAN — emailed by MCA

5. Step 3: Open a current account

Take your CoI, PAN, board resolution, and director KYC to any major bank (ICICI, HDFC, Axis, Kotak, RBL, IDFC First, Yes). Most have a dedicated startup current account with zero MAB for 6–12 months. Expect 7–10 days to activate once docs are submitted.

Don't bother with payment-gateway-native accounts at this stage — Razorpay, Cashfree, etc. layer onto a real bank account. Get a clean current account first, integrate gateways later (see [[how-to-integrate-razorpay-2026|our Razorpay guide]] for the payments side).

6. Step 4: GST registration

GST is mandatory once your annual turnover crosses ₹40L (₹20L for services in most states; ₹10–20L for special category states). But many startups register from day one because:

• B2B clients prefer vendors with GSTIN (they get input tax credit)
• You can't issue tax invoices without it
• Onboarding to gateways (Razorpay, Stripe, etc.) for India is smoother
• Registration is free and takes 7–14 days online at gst.gov.in

• Composition scheme (lower rate, no input credit) — possible up to ₹1.5Cr turnover; not worth it for most SaaS / services / digital businesses
• Regular scheme — what most companies pick. Monthly returns (GSTR-1, GSTR-3B) and an annual GSTR-9
• Outsource the filings — ₹500–₹2,000/month to a CA or to ClearTax / Refrens / Zoho Books. Cheaper than getting penalised for a missed return

7. Step 5: DPIIT recognition (Startup India)

DPIIT recognition under the Startup India scheme is free and unlocks meaningful benefits. Do this within a month of incorporation.

• 3-year income tax exemption (Sec 80-IAC) — once profitable, file separately for it; not automatic
• Angel tax exemption (Sec 56(2)(viib)) — protects valuations on early funding rounds
• Self-certify under 6 labour laws + 3 environment laws — saves compliance overhead
• Easier exit under fast-track winding-up rules
• Easier participation in govt tenders (no prior turnover / experience requirement)
• Easier patent + trademark filing (80% rebate on patent fees, 50% on trademarks)

1. 1Apply at startupindia.gov.in — Register your startup
2. 2Upload CoI, brief write-up on innovation / scalability / employment creation
3. 3Approval typically in 7–15 days. Once granted, valid for 10 years (or until you cross ₹100Cr turnover)

8. Step 6: Domain-specific licences

Most software / SaaS startups stop after DPIIT. Some industries need more:

• Shops & Establishment Act registration — required in most states if you have a physical office and employees
• Professional tax — Maharashtra, Karnataka, West Bengal etc.; ~₹2,500/year per employee
• FSSAI licence — anything food-related
• Trade licence / Health licence — clinics, gyms, restaurants
• RBI approval — fintech, NBFC, payment aggregator, wallet
• Import / Export Code (IEC) — if you bill clients abroad or import goods. Free, instant at dgft.gov.in

9. Founder / equity housekeeping (do not skip)

• Founders' Agreement — even between best friends. Roles, equity, vesting (4-year, 1-year cliff is standard), IP ownership, exit terms. Avoids 90% of founder-disputes later
• IP assignment — every founder + early employee assigns any code / IP they create to the company, in writing
• ESOP pool — set up by year 1 if you plan to hire. Standard pool is 10–15% diluted
• Share certificates issued + stamped within 60 days of allotment — easy to miss, attracts penalties

10. Rough cost summary

   Step                           Approx cost
   ───────────────────────────    ───────────
   2 × DSC                        ₹2,000 – ₹4,000
   Name reservation               ₹1,000
   SPICe+ incorporation           ₹4,000 – ₹8,000
   Professional fee (CA)          ₹3,000 – ₹7,000
   Stamp duty (state-dependent)   ₹500   – ₹5,000
   Current account opening        Free   – ₹2,000
   GST registration               Free
   DPIIT recognition              Free
   ───────────────────────────    ───────────
   TOTAL (typical Pvt Ltd)        ₹10,000 – ₹25,000

   Annual recurring:
   - MCA filings (ROC)            ₹8,000  – ₹15,000
   - GST filings (monthly)        ₹6,000  – ₹24,000
   - Income tax filing            ₹5,000  – ₹10,000
   - Audit (mandatory Pvt Ltd)    ₹10,000 – ₹30,000

11. Common founder questions

Q. Can I just start as a sole prop and convert later?

Yes — and you should, if you're testing an idea with no co-founder and no investor in sight. Converting sole prop → Pvt Ltd later costs a few thousand rupees and a couple of weeks, much less painful than running a Pvt Ltd you don't yet need.

Q. I'm a single founder; OPC or Pvt Ltd?

Pvt Ltd if you'll add a co-founder or raise within 12 months (need 2+ shareholders). OPC if you're truly solo and want simpler compliance — converts to Pvt Ltd later when you cross ₹2Cr turnover or ₹50L paid-up capital, or whenever you choose.

Q. I'm registering from outside Bengaluru/Delhi — does state matter?

Stamp duty varies by state (Karnataka, Maharashtra, Delhi typically higher; smaller states cheaper). Most founders register where they're based — easier address proof, banking, signing. Don't optimise for ₹2K savings on stamp duty by registering in a state you don't live in.

Q. Do I need a CA from day one?

For Pvt Ltd: yes, by ~year-end (audit is mandatory regardless of revenue). For LLP / OPC: helpful for GST and ROC filings but you can manage without one for the first 3–6 months. A good CA costs ₹15–30K/year for early-stage; massively cheaper than fixing missed filings.

12. Common mistakes

• Picking entity type purely on "what sounds biggest" — many bootstrapped consultancies should be LLPs, not Pvt Ltds
• Not registering domain + trademark of company name before incorporation — someone else can grab the .com
• Skipping the Founders' Agreement "because we're friends" — fixes are 100× more expensive after the fight
• Not setting up vesting on founder equity from day one — gives full equity to a founder who walks in month 3
• Missing the first GST or MCA filing — penalties stack monthly. Set calendar reminders
• Treating DPIIT as optional — free, big benefits, ~1 hour of work

TL;DR

• DSC → name reservation → SPICe+ incorporation → current account → GST → DPIIT → industry licences
• Pvt Ltd if raising VC; LLP if bootstrapped services; OPC if solo and want simplicity
• Total upfront: ₹10K–₹25K. Annual: ₹30K–₹80K depending on filings
• DPIIT is free and unlocks tax + compliance benefits — apply within 30 days
• Founders' Agreement + vesting + IP assignment, all in writing, before equity changes hands
• Don't DIY MCA filings — pay a CA the ₹5K, save a weekend

Picking the right entity for a specific business model, or trying to undo a mis-step from an earlier registration? Drop us a paragraph about what you're building and we'll send back a candid take — and connect you to the CAs / lawyers we've trusted over the years if a paid intro helps.