Private Limited Company Registration Cost in India: Complete Fee Breakdown

The key question: why do five CAs quote five different numbers for the exact same private limited company registration?

Because the honest total is never one number — it’s five separate line items, and most quotes only show you two or three of them. This guide breaks down all five so you can see exactly where your money goes, and sanity-check any quote you’re handed.

The short answer, if you need one

Bigger authorized capital, more directors, or a rushed timeline pushes that up. Here’s the exact breakdown behind that range.

Think of the total cost as five separate taps filling one bucket

Government fees are fixed by the MCA and don’t change based on who files for you. Professional fees are the only genuinely variable line — and where most of the “why is my quote different” confusion actually comes from.

1. Digital Signature Certificate (DSC)

Every proposed director needs a DSC to sign the incorporation forms electronically. A Class 3 DSC valid for two years typically costs ₹1,000–₹1,500 per director from a licensed certifying authority. If you have two directors, budget ₹2,000–₹3,000 for this alone.

2. Name reservation (SPICe+ Part A)

Reserving your company name through the MCA’s SPICe+ Part A form costs a flat ₹1,000 in government fees, regardless of company size. You get two name attempts per application; a third resubmission after rejection costs another ₹1,000.

3. Government incorporation fee (SPICe+ Part B)

This is where authorized capital matters. The MCA charges based on a slab structure:

Most first-time founders register with ₹1–2 lakh authorized capital specifically to keep this fee low, then increase it later if needed — a straightforward filing your CA can handle when the time comes.

4. Stamp duty

Stamp duty on the Memorandum and Articles of Association is charged by the state where your registered office sits, not by the MCA — and it varies more than any other line item. Maharashtra and Punjab charge notably higher stamp duty than most other states; Delhi and several others keep it comparatively modest. This is one of the few costs that genuinely depends on where you incorporate, so it’s worth asking your CA for the exact figure for your state rather than assuming a national average.

5. Professional fees

This is the number that varies most between quotes, because it reflects the CA or CS’s time, not a government rate card. A straightforward two-director incorporation with clean documents typically runs ₹4,000–₹10,000 in professional fees; more directors, foreign shareholders, or a rush turnaround push it higher. This is also the one line item worth not choosing purely on price — a rushed, cheap filing that gets your address proof or MOA object clause wrong costs more in resubmission delays than the fee you saved.

Costs people forget to budget for

• PAN and TAN application — bundled into SPICe+ Part B at no extra government charge, but some professionals bill it separately. Ask upfront.
• Digital signature renewal — DSCs expire after one or two years; renewing isn’t part of the initial quote but is a recurring cost.
• Commencement of Business filing (INC-20A) — required within 180 days of incorporation; usually a small additional professional fee if not bundled into your original package.
• First-year compliance — incorporation cost is a one-time number; ROC compliance, accounting, and the first statutory audit are ongoing costs that start almost immediately.

How to actually compare quotes

When two CAs quote you different totals, ask each one to break it into the same five buckets above. A ₹5,000 quote that excludes stamp duty and DSC isn’t actually cheaper than a ₹9,000 quote that includes everything — it just moves the remaining cost to a second invoice you weren’t expecting. The MCA’s own fee schedule is public on the MCA website, so government-fee components should be identical across every honest quote; only the professional fee should differ.

A useful habit: ask for the quote in writing, itemized, before you pay anything. If a professional is reluctant to break down the number, that’s usually a sign the quote is priced to look attractive on the surface and recover the difference later through “additional” charges for things that should have been included from the start — the PAN/TAN application, the first DIN allotment, or the INC-20A filing.

DIY versus hiring a CA: what you’re actually paying for

It’s technically possible to file SPICe+ yourself without a CA, and some founders do.

Before deciding, it’s worth being honest about what the professional fee buys:

• Name and object clause drafting — the MCA rejects a meaningful share of self-filed applications for name conflicts with existing trademarks or companies, or for object clauses that don’t match the declared business activity. Each rejection costs you the resubmission fee and, more importantly, 3–5 days of delay.
• Correct authorized capital structuring — setting this too high increases your government fee and future ROC filing obligations for no benefit; setting it too low can create problems if you need to issue more shares later. A CA who does this regularly calibrates it to your actual near-term plans.
• Bundled compliance setup — most CAs use the incorporation engagement to also set up your GST registration, initial bookkeeping structure, and a compliance calendar, so you’re not starting those conversations from scratch a month later.
• Liability if something’s wrong — if a self-filed MOA has an error that surfaces during due diligence for a future fundraise, fixing it retroactively is far more expensive than the professional fee would have been at the time.

None of this means DIY filing is a bad idea for every founder — if you’ve done it before, or your structure is genuinely simple, the government fees alone (roughly ₹2,000–₹5,000 for a small company) without a professional fee is a real saving. It’s just worth knowing what you’re trading off.

Stamp duty by state: why it isn’t a fixed number

Because stamp duty is levied by the state government under each state’s own Stamp Act, the same company with the same authorized capital pays a different amount depending purely on where the registered office is located. A company registered in Maharashtra will typically pay noticeably more stamp duty than an identical company registered in a state with a lower stamp duty schedule. If you’re deciding between two office locations for reasons unrelated to tax — say, a coworking space in one city versus another — it’s worth asking your CA to quote the stamp duty for each before you commit to an address, since it’s baked into your one-time incorporation cost either way.

Red flags in unusually cheap quotes

• “Free” incorporation offers that don’t mention stamp duty, DSC, or government fees separately — these costs exist regardless of who files for you, so a genuinely free package usually means they’re bundled into a mandatory annual retainer you’re not being told about upfront.
• No mention of INC-20A — the Commencement of Business filing is a legal requirement within 180 days; if it’s not in your incorporation package, budget for it as a near-term additional cost.
• Vague authorized capital recommendations — if a professional suggests a high authorized capital “to look credible to investors” without explaining the extra fee and future ROC cost that comes with it, ask why; ₹1–2 lakh is a perfectly normal starting point for almost all first-time incorporations.

Three realistic cost scenarios

Scenario 1 — Two-founder tech startup, ₹1 lakh authorized capital, Karnataka: DSC for two directors (₹2,500) + name reservation (₹1,000) + government incorporation fee (₹500, often waived under startup schemes) + stamp duty (modest at this capital level) + professional fee (~₹6,000) = roughly ₹10,000–₹11,000 all-in, including GST registration filed alongside.

Scenario 2 — Single-founder consultancy, ₹5 lakh authorized capital, Maharashtra: DSC for one director (₹1,200) + name reservation (₹1,000) + government fee at this capital slab (₹2,000) + Maharashtra’s comparatively higher stamp duty + professional fee (~₹7,000) = roughly ₹13,000–₹16,000, with stamp duty accounting for a noticeably larger share than in Scenario 1.

Scenario 3 — Three-director manufacturing company, ₹10 lakh authorized capital, Gujarat: DSC for three directors (₹3,500) + name reservation (₹1,000) + government fee (₹3,500–₹4,000) + stamp duty + professional fee reflecting the extra director documentation (~₹9,000–₹10,000) = roughly ₹18,000–₹22,000.

These are illustrative, not quotes — but they show the pattern clearly: authorized capital, director count, and state of registration move the number far more than which CA you choose.

Frequently asked questions

Does the cost change if I have more than two directors? Government fees stay largely the same regardless of director count, but DSC cost scales per director, and professional fees typically increase modestly for the extra document collection and verification involved.

Is GST registration included in the incorporation cost? GST registration can be filed alongside SPICe+ Part B at the time of incorporation, and many CAs bundle it into the incorporation quote — but it’s worth confirming explicitly, since GST registration involves its own document set and is sometimes billed separately if requested after incorporation is already complete.

Can I reduce cost by registering with the lowest possible authorized capital? Yes — most government fee slabs and future ROC filing costs scale with authorized capital, so keeping it modest (₹1–2 lakh) at incorporation and increasing it later if you actually need more paid-up capital is usually the more cost-efficient path for a first-time founder.

Ready to register

If your documents are in order — PAN, Aadhaar, and address proof for each director, plus your registered office proof — a CA can usually complete the SPICe+ filing within 7–10 working days. For the full step-by-step process and document checklist, see our companion guide on registering a private limited company.

Find a CA who handles incorporation near you: browse Company Incorporation providers on FindMyCA, or search by city on CA Near Me. In Bangalore, Ananya Krishnan specializes in incorporation for early-stage founders; in Pune, Sneha Joshi handles the same for startups and MSMEs.