All about a Software Company Registration

Registering a software company involves selecting a suitable business structure (like Pvt Ltd or LLP), reserving a unique company name, and filing incorporation documents with the relevant authority. Post-registration steps include obtaining tax IDs, opening a bank account, and ensuring legal compliance such as GST, IP protection, and employment laws. Proper setup ensures credibility, growth, and regulatory adherence. Through this article, you will learn all about a Software Company Registration.

Choosing the Right Business Structure

Selecting the right legal structure sets the tone for your software business, deciding how much control you keep, the paperwork you handle, and your ability to grow or seek funding, so it is important to get this choice right from the start.

• Private Limited Company

A Private Limited Company is ideal for growth-focused ventures. It requires at least two directors and members, but allows up to 200 shareholders. Owners enjoy limited liability personal assets are protected if the company faces losses. This structure offers credibility with investors and banks, full legal compliance, and avenues to raise equity capital. However, compliance is heavier, with mandatory audits, board meetings, and annual filings.

• Limited Liability Partnership

An LLP registration blends the flexibility of partnerships with corporate-style liability protection. It requires a minimum of two designated partners and no upper limit. Liability is capped at each partner’s contribution, and compliance is lighter compared to a Private Ltd. Audits are required only if turnover exceeds Rs.40 lakh or contributions exceed Rs.25 lakh. While fast and cost-effective to set up, LLPs cannot issue shares and may not suit investor-backed scaling.

• One Person Company

An OPC registration is made for solo entrepreneurs: one Indian director/shareholder and a nominee. It offers limited liability and corporate credibility without needing a partner, plus less stringent governance, no board meetings, and just one annual meeting. However, if turnover crosses Rs.2 crore or capital exceeds Rs.50 lakh, conversion to a Private Ltd becomes mandatory.

Pre-Registration Steps of Software Company Registration

Before diving into company incorporation, it is essential to complete three key pre-registration steps: obtaining a digital signature, securing director IDs, and setting up your MCA portal account, to ensure a smooth and compliant start.

1. Obtain Director Identification Number

Every director must hold a valid DIN under the Companies Act, 2013. Apply using Form DIR 3 if not using SPICe+, uploading ID and address proofs online. Once approved, usually within 1–3 days, you will receive a unique 8-digit personal identification number.

2. Apply for Digital Signature Certificate

A DSC is your digital identity for all electronic filings on the MCA portal. Choose a CCA-approved certifying agency and apply with your PAN, Aadhaar or passport, a passport-size photo, and address proof. You will receive a Class 2 or 3 DSC often within a day or two, which is valid for 1–2 years.

3. Register on the MCA Portal

Create your MCA 21 user account as a “Registered User” to access services like RUN and SPICe+. You will need a valid email and PAN to sign up. This account is necessary to upload your DSC and begin filing documents like SPICe+ for incorporation.

Name Reservation

Reserving your company name is the first major step in registration. You have two options:

1. Reserve Unique Name is a quick and simple way to reserve a name without needing a DSC or DIN. You submit one name at a time, pay Rs.1,000, and usually hear back within 4–5 working days.
2. SPICe+ Part A combines name reservation with your full incorporation application. Here, you can apply for up to two names at once and complete the rest of the company registration in the same form.

Once your chosen name is approved, it is reserved for 20 days. This enables you to finish incorporation without any issue. If you can’t complete the process in time, Rule 9A allows name validity to be extended, stepwise, up to 60 days by paying additional fees of Rs.1,000 for +20 days; Rs.2,000 for +40 days; Rs.3,000 for +60 days.

This two-track system grants flexibility: go fast with RUN or save time with SPICe+, and extensions ensure the name stays yours even if plans are delayed.

Incorporation Filing via SPICe+

When you reach the stage of formal incorporation, SPICe+ (INC 32) is your one-stop, online form for setting up a company. Launched under the MCA’s ease of doing business initiative, it combines key steps name approval, DIN allotment, incorporation, PAN/TAN issuance, and even options for GSTIN, EPFO, ESIC, professional tax, and bank account setup, into a single digital workflow. This integrated process significantly reduces time, paperwork, and processing delays.

• Required Attachments

To complete SPICe+, you will need to upload:

1. eMoA (INC 33) & eAoA (INC 34) or scanned MoA/AoA based on number/type of subscribers.
2. Proof of registered office like lease deed or utility bill plus NOC from the owner.
3. Subscriber & director information, with identity and address proofs in digital format.

You must also fill in details such as capital structure, office address, and declarations. Once uploaded and digitally signed by directors and a professional certifier (CA/CS/CMA), the system generates a Service Request Number. After payment, the MCA reviews your application and issues your Certificate of Incorporation along with PAN, TAN, CIN, and other selected registrations via email.

This form streamlines company creation, merging multiple regulatory steps into one smooth digital journey from legal documents to foundational registrations, for quicker, cost-effective, and compliant incorporation.

Software Company Registration Process in India

Below are the simplified, step-by-step instructions to help software company registration through the MCA portal, under the Companies Act, in just a few days, with everything from name approval to GST registration covered.

Step 1: Choose your business structure

Decide whether you want a Private Limited Company, One Person Company, Limited Liability Partnership, or another form. Most software startups prefer to be a Private Limited company due to its limited liability, credibility, and easier access to funding.

Step 2: Get a Digital Signature Certificate

All proposed directors and subscribers must obtain a government-approved Digital Signature Certificate from licensed certifying authorities, such as eMudhra or Sify. It is required to sign all MCA filings digitally.

Step 3: Get a Director Identification Number

Each director needs a unique 8-digit DIN. You can apply separately via DIR-3, or it can be automatically allotted when you file SPICe+ Part B.

Step 4: Reserve your company name

Propose up to two unique names through RUN or SPICe+ Part A. MCA checks the proposed names against naming guidelines. Once approved, the name will be held/reserved for 20 days.

Step 5: Prepare your incorporation documents

Draft your Memorandum of Association and Articles of Association, along with identity proofs, address proofs for directors and subscribers, and registered office proof, rent agreement or utility bill + NOC.

Step 6: File SPICe+ (Part B)

On the MCA portal, file SPICe+ Part B and attach MoA, AoA using e-forms INC 33/34 or PDFs if required. INC 9 declaration, AGILE?PRO for PAN, TAN, GSTIN, ESIC, EPFO, and optional professional tax, plus fees and stamp duty.

Step 7: Pay Stamp Duty & MCA fees

Pay government filing fees and stamp duty, which vary by state and authorised capital. Stamp duty typically ranges from Rs.500–Rs.2,000.

Step 8: MCA Review and Certificate of Incorporation

After verification, MCA will issue your CoI online, along with Corporate Identification Number, PAN, and TAN via email.

Step 9: Apply for Commencement of Business

File Form INC 20A to declare the start of business within 180 days of obtaining your CoI. Only Private and OPC companies need to follow this step.

Step 10: Open A Current Account In Your Company’s Name

Use your CoI, MoA, AoA, PAN, and board resolution to open a current account in a bank of your choice.

Post Incorporation Requirements

Once the Registrar approves your SPICe+ application, you will receive the Certificate of Incorporation in your email inbox. This official document confirms your company’s legal existence. It includes important details such as your company’s name, the Corporate Identification Number, date of incorporation, registered office address, and if applied for PAN and TAN. The CoI is your company's birth certificate; keep it safe and share it wherever legal proof is required.

One of the major advantages of SPICe+ is that it auto-allocates key registrations when you start your company. Your PAN and TAN are generated and printed directly on the CoI, no need for separate applications. If you opted in, you will also receive your GSTIN, EPFO, and ESIC numbers automatically. In states like Maharashtra, professional tax is also registered through the same process. Plus, many banks let you open a corporate current account using only your CoI, MoA, AoA, and PAN, saving days of effort.

This means your company can legally hire staff, raise invoices, deduct taxes, and open bank accounts right away, with minimal formalities. Because these registrations happen in one go, you can stay focused on launching operations rather than juggling multiple government filings.

Key 2025 Compliance Updates

A major development in 2025 extends the deadline for mandatory dematerialisation of private company shares. Under Rule 9B of the Companies Prospectus & Allotment of Securities Rules, most private limited companies now have until June 30, 2025, to convert physical share certificates into electronic form and secure an ISIN. If you miss this deadline, your company cannot issue, transfer, or allot any securities and both the company and its officers may face daily fines until the issue is resolved.

In another key change, the Ministry of Corporate Affairs is broadening the fast-track merger framework under Section 233 of the Companies Act, 2013. Originally reserved for small companies and holding–wholly owned subsidiaries, the new draft rules aim to include unlisted companies with moderate borrowing, inter-group subsidiaries, and even foreign parent-to-India subsidiary mergers. This means faster approvals and fewer tribunal appearances, ideal for startup consolidation and restructuring.

Lastly, the government's startup tax incentive under Section 80 IAC has been extended from April 1, 2025, to April 1, 2030. Eligible DPIIT-recognised startups can continue claiming 100% tax deductions for profits in any three of their first ten years, boosting cash flow and easing growth strategies.

Common Pitfalls & Best Practices

One of the most frequent mistakes is name reservation mismatches and trademark clashes. Even if ROC approves your name, it may infringe on existing trademarks. A simple trademark search can prevent costly objections or legal notices later on. Ensuring your proposed name is unique in both ROC and trademark databases helps avoid delays and ensures brand clarity.

Another overlooked issue is choosing directors wisely and aligning business structure with your scale. Too often, founders appoint directors based on convenience or trust, without considering legal expertise or strategic fit. Reddit entrepreneurs have warned that directors appointed for "emotional reasons" rather than business sense can create serious complications. Make sure your co-directors can commit time and resources aligned with your company's goals.

Finally, professional support is invaluable to avoid delays. Preparing and filing incorporation documents involves multiple legal forms and accuracy. Even small mistakes, like incorrect KYC or mismatched address proofs, can result in time-consuming rejections. Getting expert help from a CA or CS can ensure your filings are error-free and fast-tracked, saving you both time and worry.

Quick Checklist & Timeline

This streamlined checklist and timeline cover all stages of software company registration in India from name reservation to receiving your CoI and post-registration documents usually completed within 7–10 working days, provided all paperwork is in order and no system delays occur mentioned below:

What to Expect?

With all documents prepared, you can complete the entire registration cycle in about 7–10 working days, from reserving your name to receiving the Certificate of Incorporation and key registrations. Minor delays may occur due to holidays or document accuracy issues. Setting a proper timeline and keeping a checklist ensures no key step is overlooked.

Conclusion

A software company registration in India has never been smoother. All major steps from DSC, DIN, name reservation, incorporation through SPICe+, to GST and IEC can be done online. However, a single mistake can slow you down.

Online Legal India takes the hassles off your plate. We offer assistance services in company registration, GST filings, and IEC code filing. Our experts handle it efficiently so that you can file error-free. Visit Online Legal India today.