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Incorporation & Change Services in India – Pvt Ltd / LLP / OPC / Section 8 Company Registration, SPICe+ Filing, Director / KMP Change, Registered Office & MOA / AOA Amendment Advisory
Company incorporation is the legal foundation of every Indian business — converting an idea into a recognised juridical person under the Companies Act 2013, the LLP Act 2008, or the Indian Partnership Act 1932. Whether you are a founder launching a Private Limited (Pvt Ltd) startup, a professional setting up an LLP for tax-efficient practice, a solo entrepreneur opting for a One Person Company (OPC), an MNC India arm establishing a Public Limited entity for IPO ambition, a non-profit incorporating as a Section 8 Company, or a foreign company opening a Branch / Liaison / Project Office under FEMA — the right entity choice and a clean incorporation process determine years of compliance ease, fundraising velocity, and exit flexibility.
Equally important — and often more complex — are the post-incorporation change events that every active company faces over its lifetime: name change under Sec 13, registered-office shift within and across states under Sec 12, MOA / AOA amendment under Sec 13 / 14, conversion between entity types (Pvt Ltd ↔ Public Ltd, OPC ↔ Pvt Ltd, Pvt Ltd ↔ LLP under Sec 47(xiiib)), share-capital alteration / increase / reduction under Sec 61 / 66, director and KMP appointments / resignations / removals under Sec 152 / 168 / 169, beneficial ownership filings (BEN-1 / BEN-2), DIR-3 KYC, DPT-3 deposit return, MSME-1 half-yearly return, and dozens of routine ROC filings. Our Incorporation & Change Services deliver end-to-end MCA / ROC support — from SPICe+ Part A and Part B incorporation filings, AGILE-PRO-S linkage (PAN / TAN / GST / EPF / ESIC / Bank), through Form INC-22 / INC-24 / INC-26 / MGT-14 / DIR-12 / SH-7 changes, to MOA / AOA drafting, share-capital restructuring, and entity-type conversions.
SPICe+
Single Incorporation Form
AGILE-PRO-S
PAN / GST / EPF / Bank
MCA V3
Filing Portal
All Entity Types
Pvt / LLP / OPC / Sec 8
Frameworks & Provisions We Work Under
Companies Act 2013
LLP Act 2008
Sec 7 – Incorporation
Sec 12 – Reg Office
Sec 13 – MOA Change
Sec 14 – AOA Change
Sec 61 / 66 – Capital
Sec 152 / 168 / 169 – Directors
Sec 173 – Board Meetings
SPICe+ INC-32
AGILE-PRO-S INC-35
FEMA – Branch / Liaison
DPIIT Startup India
FCRA / 12AB Linkage
Incorporation & Change Use Cases We Handle
Pvt Ltd
Private Limited Company
India's most popular corporate vehicle for startups, family businesses, and professional services — SPICe+ Part A name reservation and Part B incorporation with PAN / TAN / GST / EPF / ESIC linkage.
- Name reservation Part A
- SPICe+ Part B incorporation
- e-MOA & e-AOA
- AGILE-PRO-S linkage
- DSC & DIN allotment
- DPIIT Startup India tag
LLP
Limited Liability Partnership
Tax-efficient hybrid vehicle — Form FiLLiP incorporation, LLP agreement registration, partner DSC / DPIN, ideal for professional services, investment holding, and family offices.
- FiLLiP incorporation
- LLP agreement (Form 3)
- Partner DPIN / DSC
- RUN-LLP name reservation
- Pvt Ltd → LLP Sec 47(xiiib)
- LLP → Pvt Ltd conversion
OPC
One Person Company (OPC)
Solo-founder corporate vehicle under Sec 2(62) — single-member structure with limited liability, nominee mandatory, conversion to Pvt Ltd on threshold crossing.
- OPC SPICe+ filing
- Nominee declaration
- Single-member structure
- Threshold conversion
- OPC ↔ Pvt Ltd
- Solo-founder ESOPs
Public Ltd
Public Limited Company
Mid-to-large Indian companies and IPO-bound entities — Sec 3 incorporation, MOA / AOA, minimum 7 members & 3 directors, SEBI ICDR-aligned constitution.
- Public Ltd SPICe+ filing
- Min 7 members / 3 directors
- IPO-aligned MOA / AOA
- Sec 24 listed-co prep
- SEBI LODR readiness
- Pvt Ltd → Public Ltd
Sec 8 / NGO
Section 8 Company / NGO
Charitable / not-for-profit company under Sec 8 — SPICe+ filing with Sec 8 licence, MOA aligned with charitable objects, and downstream Sec 12AB / 80G / FCRA stack.
- Sec 8 SPICe+ + INC-12
- Charitable objects MOA
- Sec 12AB + 80G prep
- FCRA roadmap
- Form CSR-1 readiness
- Trust ↔ Sec 8 conversion
Foreign / FEMA
Foreign Company / Branch Office
Foreign companies establishing in India — Branch Office (BO), Liaison Office (LO), Project Office (PO) under FEMA Master Direction, and Indian subsidiary as Pvt Ltd / WOS.
- RBI BO / LO / PO approval
- FC-GPR & FC-TRS
- Form FC-1 ROC filing
- WOS / subsidiary setup
- FDI route mapping
- FEMA NDI Rules compliance
Key Incorporation & Change Concepts
SPICe+ Part A
Name Reservation
Online name reservation through SPICe+ Part A on the MCA V3 portal — checks for similarity, identical match, and trademark conflict; reserves name for 20 days.
20-Day Hold
Name Check
SPICe+ Part B
Integrated Incorporation
Single integrated form (INC-32) — combines incorporation, DIN allotment, PAN / TAN, GST, EPF / ESIC, professional tax (Maharashtra / Karnataka / WB), and bank account through AGILE-PRO-S (INC-35).
All-in-One
AGILE-PRO-S
Sec 12
Registered Office
Every company must have a registered office within 30 days of incorporation. Office change within city — Form INC-22; outside city same state — Sec 13(7) / INC-23; inter-state — Sec 13(4) / INC-23 / INC-28.
30-Day Setup
INC-22 / INC-23
Sec 13
MOA Alteration
MOA can be altered by special resolution — name change (also requires CG approval & INC-24), object clause change, registered office state change (RD approval), and authorised capital alteration.
Special Resolution
CG / RD Approval
Sec 14
AOA Alteration
AOA can be altered by special resolution — typically for change in management, voting rights, transfer restrictions, ESOP framework, or alignment with Shareholders' Agreement (SHA).
SHA Alignment
ESOP / TRP
Sec 152 / 168 / 169
Director Changes
Director appointment under Sec 152 (Form DIR-12 + DIR-2 / DIR-8), resignation under Sec 168 (DIR-11 by director / DIR-12 by company), removal under Sec 169 (special notice + special resolution).
DIR-12
DIR-11
Sec 61 / 64
Capital Alteration
Increase / consolidation / sub-division / cancellation of authorised capital — Form SH-7 within 30 days, special / ordinary resolution as applicable, and stamp-duty implications.
SH-7
Stamp Duty
Beneficial Owner
BEN-1 / BEN-2 / BEN-3
Sec 89 / 90 — declaration of significant beneficial owner (SBO) above 10% threshold; BEN-1 declaration by SBO, BEN-2 filing by company, and BEN-3 register maintenance.
10% SBO
Mandatory
Our Incorporation & Change Services
Pvt Ltd Company Incorporation
End-to-end Pvt Ltd setup via SPICe+ — name reservation, MOA / AOA drafting, DSC / DIN, AGILE-PRO-S (PAN / TAN / GST / EPF / ESIC / Bank), and DPIIT Startup India tag.
LLP Incorporation & Conversion
Form FiLLiP LLP incorporation, LLP agreement (Form 3), Pvt Ltd → LLP under Sec 47(xiiib), LLP → Pvt Ltd transition, partner KYC, and DPIN allotment.
OPC & Public Ltd Setup
One Person Company SPICe+ filing with nominee declaration; Public Ltd setup with minimum 7 members / 3 directors; OPC ↔ Pvt Ltd conversion on threshold crossing.
Section 8 Company Incorporation
Sec 8 charitable company setup — INC-12 licence application, MOA aligned with charitable objects, founder profile, and downstream Sec 12AB / 80G / FCRA / Form CSR-1 stack.
Foreign Co / Branch / WOS
Foreign company India setup — RBI Branch / Liaison / Project Office approvals, Wholly Owned Subsidiary (WOS), Form FC-1 / FC-3 / FC-4 ROC filings, and FEMA NDI Rules.
Name Change (Sec 13)
Company name change — Sec 4 name availability, special resolution, MGT-14 filing, INC-24 application, CG approval, fresh CIN, and downstream PAN / GST / bank updates.
Registered Office Change
Office change — within city (INC-22), outside city same state (INC-23 + Sec 13(7)), inter-state (INC-23 + INC-26 advt + RD approval + INC-28), with bank / GST / IT updates.
MOA / AOA Alteration
Object clause expansion / change, AOA refresh on PE funding (drag / tag / ROFR / observer rights / ESOP), SHA-aligned amendments, and MGT-14 filing.
Capital Increase & Restructuring
Authorised capital increase (SH-7), share allotment (PAS-3), private placement (PAS-4 / PAS-5), rights / bonus issue, sweat equity, ESOP grants, and stamp-duty calc.
Director / KMP Changes
Director appointment / resignation / removal (DIR-12 / DIR-11), KMP appointment (CFO / CS / WTD), DIN-3 KYC, ID independence declaration, and IICA databank registration.
BEN / DPT-3 / MSME-1 / DIR-3 KYC
Annual recurring filings — BEN-2 (SBO), DPT-3 (deposits), MSME-1 (half-yearly MSME outstanding), DIR-3 KYC (every director annually), and ROC compliance calendar.
Conversion & Reverse-Flip
Pvt Ltd ↔ LLP, OPC ↔ Pvt Ltd, Pvt ↔ Public Ltd, Trust ↔ Sec 8 conversions, reverse-flip from offshore (e.g., Delaware to India), and re-domiciliation structuring.
When You Need Incorporation & Change Support
Starting a New Business
Founder ready to launch — entity-type selection (Pvt / LLP / OPC), name reservation, MOA / AOA, AGILE-PRO-S linkage, DPIIT Startup India tag, and bank account.
Pre-Funding / PE Investment
SHA / SSA covenants on AOA changes, ESOP pool, observer rights, drag / tag / ROFR, dividend rights — coordinated AOA refresh and capital structuring.
Pre-IPO Conversion
Pvt Ltd → Public Ltd conversion, board reconstitution, ID induction, capital alignment, and SEBI ICDR / LODR-aligned MOA / AOA refresh.
Office Shift
Office relocation — within city / outside city / inter-state — INC-22 / INC-23 / INC-26 filings with bank, GST, professional tax, and licence updates.
Brand / Name Change
Strategic name change — Sec 13 process, INC-24, CG approval, fresh CIN; ripple updates to PAN, GST, bank, customs (IEC), trademarks.
Director / Founder Exit
Director resignation, founder exit, KMP change — DIR-11 / DIR-12 filings, removal under Sec 169, special-notice procedure, and disclosure obligations.
Capital Restructuring
Capital increase, allotment, rights / bonus, share split / consolidation — SH-7 filings, PAS-3, stamp duty, and pre-issue / post-issue reconciliation.
Foreign Subsidiary / Branch Setup
MNC India setup — Branch / Liaison / Project Office, WOS, FEMA NDI / FDI route, ROC FC-1 / FC-3 / FC-4 filings, and bank / RBI compliance.
Documents Needed for Incorporation & Change
For Incorporation
- PAN / Aadhaar of all promoters
- Director / partner photos
- Address proof (latest)
- Registered office proof
- NOC from owner / utility bill
- DSC of all signatories
- Activity / NIC code shortlist
For Director / KMP Change
- DIR-2 consent letter
- DIR-8 disqualification declaration
- DIR-11 resignation (outgoing)
- Updated KYC of new director
- IICA databank ID (for IDs)
- Board / shareholder resolution
- Letter of appointment
For Office / MOA / Capital Change
- Special / ordinary resolution
- Updated MOA / AOA
- New address proof + utility bill
- Owner NOC / lease deed
- INC-26 newspaper advertisement
- RD application (inter-state)
- Updated paid-up capital working
Our Incorporation & Change Engagement Process
1
Strategy & Diagnostic
Entity-type selection, name strategy, founder / shareholding plan, and downstream tax / FEMA / IP / labour-law alignment.
2
Document Pack & DSC / DIN
KYC collection, DSC issuance, DIN application (for non-DIN holders), MOA / AOA drafting, and SHA / shareholding workings.
3
SPICe+ / Form Filing
Online filing on MCA V3 portal — SPICe+ Part A / Part B / AGILE-PRO-S, FiLLiP for LLP, INC-12 for Sec 8, with linked PAN / GST / bank.
4
Approval & Setup
Certificate of Incorporation (CoI), CIN, PAN, TAN, GSTIN, bank account, downstream registrations (Udyam, IEC, Shop & Establishment, Trade Licence).
5
Ongoing Change Calendar
Compliance calendar — DIR-3 KYC, BEN-2, DPT-3, MSME-1, MGT-7 / AOC-4, board / AGM minutes, and event-based filings (DIR-12 / SH-7 / INC-22).
Why Choose Us for Incorporation & Change Services
✓
All entity types covered
✓
SPICe+ & FiLLiP specialists
✓
Sec 8 / FCRA / 12AB stack
✓
Foreign Co / FEMA setup
✓
MOA / AOA & SHA alignment
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Director & KMP changes
✓
Capital restructuring
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Annual ROC compliance
FAQs on Incorporation & Change Services
Which entity type should I choose — Pvt Ltd, LLP, OPC, or Public Ltd?
The choice depends on funding, tax, governance, and exit plans. Pvt Ltd is best for VC / PE-fundable startups — investor-friendly cap table, ESOP framework, and clean exit / IPO path; minimum 2 directors, 2 shareholders. LLP suits professional services and family / investment-holding entities — pass-through-style taxation, no DDT, lighter compliance; not VC-fundable in practice. OPC is for solo founders wanting limited liability with single-member structure (mandatory nominee), but auto-converts to Pvt Ltd on crossing turnover ₹2 crore or paid-up capital ₹50 lakh thresholds. Public Ltd is for large or IPO-bound entities — minimum 7 members and 3 directors, free transferability of shares, heavier compliance.
What is SPICe+ and AGILE-PRO-S?
SPICe+ (Form INC-32) is the integrated company-incorporation form on the MCA V3 portal — Part A handles name reservation (alternative to RUN), and Part B handles incorporation, DIN allotment, MOA / AOA, and registered-office details. AGILE-PRO-S (Form INC-35) is the linked annexure that simultaneously handles PAN, TAN, GST registration, EPF, ESIC, Professional Tax (in Maharashtra / Karnataka / WB), and the company's bank account opening. Together, SPICe+ and AGILE-PRO-S provide a single-window incorporation experience — eliminating multiple silos and reducing turnaround from weeks to days.
How long does company incorporation take in India?
With clean documentation, typical timelines on the MCA V3 portal: Pvt Ltd / Public Ltd via SPICe+ — 7 to 15 working days, including name reservation, DSC issuance, and ROC scrutiny. LLP via FiLLiP — 7 to 12 working days. OPC via SPICe+ — 7 to 12 working days. Section 8 Company — typically 20 to 30 working days due to additional INC-12 licence application. Foreign Branch / Liaison Office — 8 to 12 weeks owing to RBI / AD bank processing. Delays usually arise from name objections, document deficiencies, KYC mismatches, or registered-office proof issues.
How do I change the registered office of my company?
Under Section 12 of the Companies Act 2013, registered office change procedure depends on the location: (a) Within the same city / town / village — Form INC-22 within 30 days, with board resolution; (b) Outside city / town / village but within the same state and same ROC — Form INC-22 with special resolution under Sec 13(7); (c) Outside city same state but different ROC — RD approval required followed by INC-22 / INC-28; (d) Inter-state shift — special resolution, Form INC-23 application to RD, Form INC-26 newspaper advertisement, RD approval, MGT-14, and finally INC-22 / INC-28 within 30 days of RD order. Each route also requires update with PAN, GST, bank, professional tax, and trade licences.
How do I change my company's name?
Name change under Sections 4, 13, and 14 involves: (1) Reservation of new name via SPICe+ Part A or RUN; (2) Board resolution authorising change and convening EGM; (3) Special resolution at the EGM and filing Form MGT-14 within 30 days; (4) Form INC-24 application to the Central Government (Regional Director) for approval; (5) on approval, fresh Certificate of Incorporation with new CIN issued; (6) downstream updates — PAN, GST, bank, MSME / Udyam, customs IEC, trademarks, contracts, marketing collateral, and stationery. End-to-end timeline: typically 4 to 8 weeks subject to RD bandwidth.
How do I appoint or remove a director?
Appointment under Sec 152: Board / shareholder resolution + DIR-2 consent + DIR-8 disqualification declaration; file Form DIR-12 within 30 days. New director must hold a valid DIN. For Independent Directors, IICA databank registration and proficiency self-assessment is mandatory. Resignation under Sec 168: outgoing director files Form DIR-11 within 30 days; company files Form DIR-12 within 30 days; the resignation is effective from the date received by the company or the date specified by the director, whichever is later. Removal under Sec 169: requires special notice from members holding 1% paid-up share capital or ₹5 lakh+ paid-up share capital, and an ordinary resolution at the general meeting; restricted process for protecting the director's right to be heard.
Can I convert my Pvt Ltd company to LLP or vice versa?
Yes — both directions are statutorily permitted. Pvt Ltd → LLP: under Section 56 of the LLP Act 2008 read with the Third Schedule, with all shareholders becoming partners; tax-neutrality available under Section 47(xiiib) of the Income-tax Act if conditions on turnover (≤ ₹60 lakh for past 3 years), shareholders becoming partners, and 5-year capital-and-profit retention are met. LLP → Pvt Ltd: under Section 366 of the Companies Act 2013 read with Companies (Authorised to Register) Rules, with all partners becoming shareholders; involves Form URC-1 with consent of all partners and creditors. Other conversions — OPC ↔ Pvt Ltd, Pvt Ltd ↔ Public Ltd — are also frequently used as the company scales.
Right Entity. Clean Filings. Compliant Lifecycle.
Partner with our incorporation specialists for end-to-end Pvt Ltd / LLP / OPC / Sec 8 / Public Ltd setup, foreign company entry, registered office shifts, name / capital changes, director / KMP filings, and entity conversions for FY 2026–27.
Talk to an Incorporation Expert