Secretarial Audit: Applicability, Scope, and Process

Jun 9, 2025
Private Limited Company vs. Limited Liability Partnerships

India’s corporate ecosystem is governed by an evolving web of laws and compliance requirements. For businesses, especially large or listed ones, staying on top of legal obligations is important to avoid penalties and foster trust and transparency with stakeholders.

One powerful tool for ensuring this is the Secretarial Audit, a mandatory compliance check for certain companies under Indian law. It acts as an early warning system to detect non-compliance and governance gaps that can otherwise harm the business.

In this blog, we’ll explain a Secretarial Audit, its applicability, scope, and process, along with key benefits and penalties for non-compliance.

Table of Contents

What is Secretarial Audit?

A Secretarial Audit is an independent verification of a company’s compliance with corporate laws, rules, and regulations.

It helps companies to:

  • Detect instances of non-compliance early.
  • Promote good governance and transparency.
  • Ensure that legal and procedural requirements are consistently met.

The audit is conducted by an independent professional, usually a Company Secretary (CS) holding a valid Certificate of Practice issued by the Institute of Company Secretaries of India (ICSI).

Secretarial Audit Applicability

Under the Companies Act, 2013, certain classes of companies are required to undergo a Secretarial Audit.

It is mandatory for:

  • All Listed Companies.
  • All Public Companies with:
    • Paid-up Share Capital of ₹50 crore or more, or
    • Turnover of ₹250 crore or more.
  • All types of companies (including Private Companies) having outstanding borrowings of ₹100 crore or more from banks or financial institutions.

Secretarial Audit Report

The Secretarial Audit Report is the formal output of the audit process. It:

  • Certifies whether the company is in compliance with applicable laws.
  • Identifies any governance risks or gaps.
  • Highlights areas of non-compliance and recommends corrective actions.

The report is prepared in Form MR-3, submitted to the Board of Directors, and included in the company’s Annual Report. As per Section 204 of the Companies Act, 2013, the audit can only be conducted and the report issued by a:

  • Practising Company Secretary (PCS).
  • Holding a valid Certificate of Practice from ICSI.

Scope of Secretarial Audit

The scope of a Secretarial Audit is broad and spans multiple laws, including but not limited to:

  • Companies Act, 2013
  • Securities Laws, including:
    • SEBI (LODR) Regulations
    • SEBI Takeover Code
    • SEBI Insider Trading Regulations
    • SEBI Listing Agreement
  • Foreign Exchange Management Act (FEMA)
  • Labour Laws
  • Environmental Laws
  • Industry-specific Regulations
  • Secretarial Standards issued by ICSI

Additionally, the Secretarial Auditor also:

  • Reviews the company’s systems and processes for compliance.
  • Examines the Board structure and its functioning.
  • May rely on reports from other professionals (auditors, legal counsel) for certain compliance areas.

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Eligibility Criteria for the Appointment of a Secretarial Auditor

To be appointed as a Secretarial Auditor, the individual must:

  • Be a qualified Company Secretary (CS) and a member of ICSI.
  • Hold a valid Certificate of Practice (CoP) issued by ICSI.
  • Have undergone relevant training in corporate governance and compliance.
  • Maintain professional ethics and conduct in line with ICSI guidelines.

Only a Practising Company Secretary (PCS) is authorised to conduct and issue a Secretarial Audit Report.

Process of Secretarial Audit

The typical step-by-step process for conducting a Secretarial Audit is:

  1. Preparation of a Compliance Checklist:
    Based on applicable laws and regulatory frameworks.

  2. Compliance Verification:
    The auditor examines the company’s records, registers, filings, and processes.

  3. Management Interaction:
    Discusses preliminary findings and areas of concern with management.

  4. Recommendations and Corrective Actions:
    Advises management on how to address any gaps or non-compliance issues.

  5. Preparation of the Final Report (MR-3):
    The auditor formally documents observations and recommendations.

  6. Filing and Disclosure:
    The report is submitted to the Board and included in the Annual Report as required.

Features of Company Secretarial Audit

A Secretarial Audit is distinguished by several key features:

  • Independent Audit:
    Conducted by an external Practising Company Secretary.

  • Comprehensive Scope:
    Covers company law, securities law, tax law, labour law, environmental law, and other applicable legal frameworks.

  • Systematic & Evidence-Based:
    Based on a thorough review of records and procedures.

  • Board-Level Reporting:
    Findings and recommendations are directly reported to the Board of Directors.

  • Governance-Focused:
    Designed to strengthen the company’s corporate governance practices.

Punishment for Default Secretarial Audit

Non-compliance with Secretarial Audit provisions carries penalties under:

Section 204(4) of the Companies Act, 2013:

The company, every officer in default, and the PCS (if found guilty) are liable to a fine of up to ₹5 lakh.

Section 448 (False Statements):

  • Imprisonment up to 10 years, and/or
  • Fine up to ₹10 lakh for making false statements in the audit report.

The Company Secretaries Act, 1980:

Disciplinary action against the Company Secretary may include:

  • Suspension or cancellation of the Certificate of Practice.
  • Monetary penalties.
  • Professional misconduct proceedings.

Objectives of Secretarial Audit

The key objectives of Secretarial Audit are:

  • Ensure the company complies with legal and regulatory frameworks.
  • Identify non-compliance issues before they become liabilities.
  • Promote good corporate governance.
  • Protect the interests of stakeholders- investors, employees, customers, and regulators.
  • Help management take corrective actions proactively.
  • Prevent penalties and legal actions for non-compliance.

Benefits of Secretarial Audit

Conducting a Secretarial Audit offers many advantages:

  • Enhances the company’s compliance culture.
  • Reduces legal risks and the likelihood of penalties.
  • Supports better corporate governance and transparency.
  • Increases stakeholder confidence- important for investors and regulators.
  • Helps Directors and Management make more informed decisions.
  • Facilitates continuous improvement in internal processes and systems.

Frequently Asked Questions

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Register your Limited Liability Partnership in just 1,499 + Govt. Fee

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Private Limited Company
(Pvt. Ltd.)

1,499 + Govt. Fee
BEST SUITED FOR
  • Service-based businesses
  • Businesses looking to issue shares
  • Businesses seeking investment through equity-based funding


Limited Liability Partnership
(LLP)

1,499 + Govt. Fee
BEST SUITED FOR
  • Professional services 
  • Firms seeking any capital contribution from Partners
  • Firms sharing resources with limited liability 

One Person Company
(OPC)

1,499 + Govt. Fee
BEST SUITED FOR
  • Freelancers, Small-scale businesses
  • Businesses looking for minimal compliance
  • Businesses looking for single-ownership

Private Limited Company
(Pvt. Ltd.)

1,499 + Govt. Fee
BEST SUITED FOR
  • Service-based businesses
  • Businesses looking to issue shares
  • Businesses seeking investment through equity-based funding


One Person Company
(OPC)

1,499 + Govt. Fee
BEST SUITED FOR
  • Freelancers, Small-scale businesses
  • Businesses looking for minimal compliance
  • Businesses looking for single-ownership

Private Limited Company
(Pvt. Ltd.)

1,499 + Govt. Fee
BEST SUITED FOR
  • Service-based businesses
  • Businesses looking to issue shares
  • Businesses seeking investment through equity-based funding


Limited Liability Partnership
(LLP)

1,499 + Govt. Fee
BEST SUITED FOR
  • Professional services 
  • Firms seeking any capital contribution from Partners
  • Firms sharing resources with limited liability 

Frequently Asked Questions

What is the applicability of Secretarial Audit to companies?

Secretarial Audit is mandatory under Section 204 of the Companies Act, 2013 for the following companies:

  • All Listed Companies
  • Public Companies with:
    • Paid-up share capital of ₹50 crore or more, or
    • Turnover of ₹250 crore or more

  • Private Companies with outstanding borrowings of ₹100 crore or more from banks or financial institutions.

Is Secretarial Audit mandatory for SME-listed companies?

Yes, Secretarial Audit is mandatory for all listed companies, including SME listed companies, irrespective of their size, as per the Companies Act, 2013.

Is a Statutory Audit compulsory for small companies?

Yes, a Statutory Audit is mandatory for all companies, including small companies, under Section 139 of the Companies Act, 2013. Regardless of size or turnover, every company must appoint a statutory auditor to audit its financial statements annually.

What is the limit of a Secretarial Audit?

There is no specific financial limit for conducting a Secretarial Audit. Applicability is based on:

  • Listing status (mandatory for all listed companies), or
  • Financial thresholds for Public and Private companies as mentioned earlier.

However, as per ICSI guidelines, a Practising Company Secretary (PCS) can conduct Secretarial Audits for a maximum of 10 companies per financial year.

Who can conduct the Secretarial Audit?

Only a Practising Company Secretary (PCS) holding a valid Certificate of Practice (CoP) issued by the Institute of Company Secretaries of India (ICSI) can conduct a Secretarial Audit.

Who can sign the Secretarial Audit Report?

The Secretarial Audit Report (in Form MR-3) can only be signed and issued by a Practising Company Secretary (PCS) who has conducted the audit.

How is the Secretarial Auditor appointed?

The Secretarial Auditor is appointed by the company’s Board of Directors through a formal Board Resolution. The appointment should ideally be done at the start of the financial year to ensure adequate audit scope coverage.

Akash Goel

Akash Goel is an experienced Company Secretary specializing in startup compliance and advisory across India. He has worked with numerous early and growth-stage startups, supporting them through critical funding rounds involving top VCs like Matrix Partners, India Quotient, Shunwei, KStart, VH Capital, SAIF Partners, and Pravega Ventures.

His expertise spans Secretarial compliance, IPR, FEMA, valuation, and due diligence, helping founders understand how startups operate and the complexities of legal regulations.

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Related Posts

Digital Entrepreneur: Definition, Key Traits & How to Become One

Digital Entrepreneur: Definition, Key Traits & How to Become One

The rise of digital technology has completely changed how businesses are built. Today, anyone with an internet connection and a great idea can become an entrepreneur! Unlike traditional businesses that rely on physical stores or offices, digital entrepreneurs use online platforms, digital tools, and automation to create, market, and sell their products or services.

This shift has made starting a business easier than ever—you can launch from your laptop, scale globally, and reach customers 24/7. In this blog, we’ll break down what it means to be a digital entrepreneur, the must-have traits for success, and a step-by-step guide to turning your idea into a thriving online business.

Table of Contents

Who is a Digital Entrepreneur?

A digital entrepreneur is someone who builds and operates a business primarily online. They leverage digital tools, platforms, and technology to create and sell products or services. This can include e-commerce businesses, online courses, content creation, software-as-a-service (SaaS), and more.

Unlike traditional entrepreneurs who rely on physical storefronts or services, digital entrepreneurs operate in the virtual space, maximising global reach and scalability.

Is Digital Entrepreneurship on The Rise?

Yes! The digital entrepreneurship trend has grown significantly due to factors such as:

This model has gained immense popularity due to advancements in , where people prefer personalised shopping experiences and direct engagement with brands.

  • Increased internet accessibility
  • Advancements in digital marketing
  • Changing consumer behaviour toward online shopping and services
  • Growth of remote work opportunities
  • Rise of automation and AI-driven business models

Recent statistics show a significant increase in e-commerce and online-based businesses, highlighting the shift towards digital entrepreneurship.

Digital Entrepreneur Vs Traditional Entrepreneur

Key Differences:

Feature Digital Entrepreneur Traditional Entrepreneur
Business model Online-based Physical storefronts or services
Investment Low startup costs High capital investment
Scalability High, global reach Limited to physical locations
Customer acquisition Digital marketing strategies In-person sales & marketing
Flexibility Work from anywhere Location-dependent

What Are The Traits Of a Digital Entrepreneur?

Becoming a successful digital entrepreneur requires more than just a great idea—it takes a unique mix of skills and mindset to navigate the fast-paced online world. Here are the essential traits that set digital entrepreneurs apart:

  1. Adaptability – Ability to pivot based on market trends.
  2. Creativity – Innovative problem-solving and branding skills.
  3. Tech-Savviness – Understanding of digital tools and platforms.
  4. Risk-Taking – Willingness to experiment with new strategies.
  5. Data-Driven Thinking – Leveraging analytics for informed decision-making.
  6. Strong Digital Marketing Skills – Proficiency in SEO, social media, and content marketing.

What Does a Digital Entrepreneur Do?

Digital entrepreneurs engage in various activities, including:

  • Building and managing e-commerce businesses
  • Developing and selling digital products (eBooks, courses, software)
  • Leveraging social media for branding and marketing
  • Utilising SEO and paid ads to drive traffic
  • Managing customer relationships through CRM tools
  • Analysing market trends and optimising strategies

Benefits of Being a Digital Entrepreneur

  1. Low Startup Costs – No need for physical infrastructure.
  2. Global Reach – Ability to sell products or services worldwide.
  3. Flexible Work Schedule – Work from anywhere at any time.
  4. Passive Income Opportunities – Recurring revenue models like memberships and subscriptions.
  5. Scalability – Easy to expand and grow a digital business.

Limitations of Being a Digital Entrepreneur

  1. High Competition – Saturated online markets.
  2. Dependence on Technology – Reliance on digital tools and platforms.
  3. Cybersecurity Risks – Data breaches and online fraud concerns.
  4. Inconsistent Income – Revenue fluctuations based on demand and market changes.
  5. Continuous Learning – Rapidly evolving digital landscape requiring constant skill upgrades.

Why Become a Digital Entrepreneur? Top 5 Reasons!

1. Financial Independence

Becoming a digital entrepreneur means you're no longer trading time for money in the traditional sense. You can create multiple income streams from online courses, affiliate marketing, and digital products, to subscription-based services.

2. Flexibility and Work-Life Balance

No more rigid 9-to-5. As a digital entrepreneur, you set your own hours, build around your energy peaks, and work from wherever you feel most productive- home, café, co-working space, or even the beach.
This freedom allows you to spend more time with family, travel, or pursue personal interests while still growing a business that aligns with your lifestyle.

3. Reach a Global Audience

The internet removes geographical boundaries. You can launch a product in India and have your first customer in the US, Europe, or Southeast Asia within hours.

4. Business Scalability

Traditional businesses often require large teams, inventory, or physical space to grow. A digital business can scale rapidly without significant overhead. Automated systems, cloud tools, and digital marketing allow you to grow your impact and revenue exponentially with the same or fewer resources.

5. Opportunities for Passive Income

One of the biggest appeals of digital entrepreneurship is the potential to earn while you sleep. Once set up, digital assets like eBooks, online courses, memberships, or digital downloads can continue generating income without constant input.

Essential Skills Required to Become a Digital Entrepreneur

To succeed in digital entrepreneurship, one must develop key skills such as:

  • Digital Marketing (SEO, PPC, Social Media Marketing)
  • Content Creation (Blogs, Videos, Podcasts)
  • Social Media Management
  • Data Analytics & Market Research
  • Financial Management & Budgeting
  • Automation & CRM Tools Usage

How to Start Your Digital Entrepreneurship Journey: A Step-by-Step Guide

1. Identify a Niche

Your journey begins with clarity. Start by choosing a niche that blends your passion, skills, and real-world demand.
Ask yourself:

  • What topics or problems do I love talking about?
  • Where have I seen people willing to pay for solutions?
  • Can I offer something better, faster, or easier?

2. Validate Your Business Idea

Before you build, test the waters. Conduct market research to understand:

  • Who your ideal customer is
  • What problems do they face
  • What existing solutions exist (and how you can differentiate them)

Try this:

  • Launch a simple landing page with a lead magnet or waitlist
  • Post polls or surveys in niche communities
  • Offer a small-scale paid beta to early adopters

If people are willing to pay or share their email, you’re onto something.

3. Build an Online Presence

This is your digital storefront. A strong online presence builds trust and makes you discoverable.
Start with:

  • A simple, professional website (think: one-page intro, services, and contact form)
  • Clear branding and messaging
  • Social media profiles on platforms where your audience spends time (Instagram, LinkedIn, Twitter, etc.)

4. Develop a Digital Marketing Strategy

Now it’s time to attract, engage, and convert your audience.
An ideal digital marketing mix could include the following:

  • SEO: So you show up when people Google your niche
  • Content Marketing: Blogs, videos, or newsletters that build authority
  • Social Proof: Testimonials, case studies, user-generated content
  • Paid Ads: For targeted reach and faster growth

5. Monetize Your Business

Once you’ve built attention and trust, it’s time to turn value into revenue. Popular digital monetisation models include:

  • Selling digital products (eBooks, templates, courses)
  • Freemium + subscription (tools, communities, membership sites)
  • Affiliate marketing (earn by recommending tools/services you love)
  • E-commerce or dropshipping (selling physical products online)

6. Scale Your Business

With traction in place, shift focus to optimisation and scale:

  • Automate repetitive tasks (emails, invoicing, onboarding)
  • Hire freelancers or delegate support functions
  • Create systems to deliver value without your constant presence
  • Explore partnerships, international markets, or additional revenue streams

Tools and Resources for Digital Entrepreneurs

Here are essential tools digital entrepreneurs can use:

  • Website Builders: WordPress, Shopify, Wix
  • E-commerce Platforms: WooCommerce, BigCommerce
  • Digital Marketing Tools: Google Analytics, SEMrush, Mailchimp
  • Social Media Management: Hootsuite, Buffer
  • SEO Tools: Ahrefs, Moz
  • Financial Management: QuickBooks, Razorpay

2. Validate Your Business Idea

Before you build, test the waters. Conduct market research to understand:

  • Who your ideal customer is
  • What problems do they face
  • What existing solutions exist (and how you can differentiate them)

Try this:

  • Launch a simple landing page with a lead magnet or waitlist
  • Post polls or surveys in niche communities
  • Offer a small-scale paid beta to early adopters

If people are willing to pay or share their email, you’re onto something.

3. Build an Online Presence

This is your digital storefront. A strong online presence builds trust and makes you discoverable.
Start with:

  • A simple, professional website (think: one-page intro, services, and contact form)
  • Clear branding and messaging
  • Social media profiles on platforms where your audience spends time (Instagram, LinkedIn, Twitter, etc.)

4. Develop a Digital Marketing Strategy

Now it’s time to attract, engage, and convert your audience.
An ideal digital marketing mix could include the following:

  • SEO: So you show up when people Google your niche
  • Content Marketing: Blogs, videos, or newsletters that build authority
  • Social Proof: Testimonials, case studies, user-generated content
  • Paid Ads: For targeted reach and faster growth

5. Monetize Your Business

Once you’ve built attention and trust, it’s time to turn value into revenue. Popular digital monetisation models include:

  • Selling digital products (eBooks, templates, courses)
  • Freemium + subscription (tools, communities, membership sites)
  • Affiliate marketing (earn by recommending tools/services you love)
  • E-commerce or dropshipping (selling physical products online)

6. Scale Your Business

With traction in place, shift focus to optimisation and scale:

  • Automate repetitive tasks (emails, invoicing, onboarding)
  • Hire freelancers or delegate support functions
  • Create systems to deliver value without your constant presence
  • Explore partnerships, international markets, or additional revenue streams

How Razorpay Rize Helps Digital Entrepreneurs?

Razorpay Rize offers valuable solutions for digital entrepreneurs by providing:

  • Company Registration Assistance: Helping entrepreneurs legally establish their businesses as Private Limited, LLP & OPC.
  • Community: Building a strong community of 1,000+ early-stage founders to learn and grow together.
  • Dedicated programs: Running programs like Rize for YC and Pitch Perfect to help you pitch better, apply to YC, and raise funds.
  • Tools & Resources: Providing essential tools and resources like company registration, startup banking, and ready-to-use templates.

Final Thoughts

Digital entrepreneurship is a great way to start and grow a business with low upfront costs. With the right tools, skills, and mindset, anyone can build a profitable venture online. Whether it’s an eCommerce store, a coaching business, or a content brand, success comes from learning, staying creative, and adapting to change. There’s never been a better time to get started!

Frequently Asked Questions

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Register your business
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Register your Private Limited Company in just 1,499 + Govt. Fee

Register your business
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Register your One Person Company in just 1,499 + Govt. Fee

Register your business
rize image

Register your Business starting at just 1,499 + Govt. Fee

Register your business
rize image

Register your Limited Liability Partnership in just 1,499 + Govt. Fee

Register your business

Private Limited Company
(Pvt. Ltd.)

1,499 + Govt. Fee
BEST SUITED FOR
  • Service-based businesses
  • Businesses looking to issue shares
  • Businesses seeking investment through equity-based funding


Limited Liability Partnership
(LLP)

1,499 + Govt. Fee
BEST SUITED FOR
  • Professional services 
  • Firms seeking any capital contribution from Partners
  • Firms sharing resources with limited liability 

One Person Company
(OPC)

1,499 + Govt. Fee
BEST SUITED FOR
  • Freelancers, Small-scale businesses
  • Businesses looking for minimal compliance
  • Businesses looking for single-ownership

Private Limited Company
(Pvt. Ltd.)

1,499 + Govt. Fee
BEST SUITED FOR
  • Service-based businesses
  • Businesses looking to issue shares
  • Businesses seeking investment through equity-based funding


One Person Company
(OPC)

1,499 + Govt. Fee
BEST SUITED FOR
  • Freelancers, Small-scale businesses
  • Businesses looking for minimal compliance
  • Businesses looking for single-ownership

Private Limited Company
(Pvt. Ltd.)

1,499 + Govt. Fee
BEST SUITED FOR
  • Service-based businesses
  • Businesses looking to issue shares
  • Businesses seeking investment through equity-based funding


Limited Liability Partnership
(LLP)

1,499 + Govt. Fee
BEST SUITED FOR
  • Professional services 
  • Firms seeking any capital contribution from Partners
  • Firms sharing resources with limited liability 

Frequently Asked Questions

How do I identify a market for my digital business?

Start by exploring what you're passionate about and combine that with real demand. Look for problems people face, check search trends, join online communities, and analyse what people are already paying for. A good market has demand, room for differentiation, and growth potential.

How do I manage the growth and scale of my digital company?

Use tools and systems to automate tasks, hire freelancers or small teams, and focus on what's working. Invest in marketing, improve your product or service, and stay close to customer feedback.

Do I need a lot of money to start a digital business?

Not necessarily. Many digital businesses can be started with a small budget. You can begin with a simple website, free tools, and organic marketing. Start lean, validate fast, and reinvest profits into growth.

How can I validate my digital business idea before launching?

Talk to potential customers, create a landing page or MVP, run surveys or offer a pre-sale. The goal is to test interest and willingness to pay before investing too much time.

How do digital entrepreneurs make money?

They earn through various models like:

  • Selling digital products (eBooks, courses, templates)
  • Offering services or consulting
  • Running online stores (eCommerce)
  • Subscriptions or memberships
  • Affiliate marketing and ads

Choose the model that best fits your skills and audience.

Swagatika Mohapatra

Swagatika Mohapatra is a storyteller & content strategist. She currently leads content and community at Razorpay Rize, a founder-first initiative that supports early-stage & growth-stage startups in India across tech, D2C, and global export categories.

Over the last 4+ years, she’s built a stronghold in content strategy, UX writing, and startup storytelling. At Rize, she’s the mind behind everything from founder playbooks and company registration explainers to deep-dive blogs on brand-building, metrics, and product-market fit.

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How to Open a Company in India: Process of Incorporation of Company

How to Open a Company in India: Process of Incorporation of Company

Starting a company in India can be an exciting and rewarding venture, but navigating the legal and procedural requirements can seem daunting. This comprehensive guide will walk you through the essential steps to open a company in India, ensuring a smooth and compliant process of incorporation of the company.

Table of Contents

Guidelines to Follow When Starting Your Business in India

Before diving into the specifics of the company registration process, it's crucial to understand the general guidelines for starting a company in India. These guidelines will help you lay a strong foundation for your business and avoid common pitfalls.

  • Conduct thorough market research to validate your business idea and identify your target audience.
  • Develop a comprehensive business plan that outlines your objectives, strategies and financial projections.
  • Choose a unique and meaningful name for your company that aligns with your brand identity and complies with the naming guidelines set by the Ministry of Corporate Affairs (MCA).
  • Determine the optimal business structure for your venture.
  • Secure adequate funding through personal savings, investor capital, or business loans
  • Seek professional advice from legal experts, chartered accountants, and business mentors to ensure compliance and make informed decisions.

Step 1. Choose Your Business Structure

Selecting the right business structure is a critical decision when starting a company in India. The type of entity you choose will have significant implications for liability, taxation, compliance and overall operations. Here are the most common business structures in India:

  1. Sole Proprietorship
    • Owned and operated by a single individual
    • Simple to set up and manage
    • No separate legal entity, unlimited personal liability
  2. Partnership Firm
    • Formed by two or more individuals or entities
    • Governed by the Indian Partnership Act, 1932
    • Partners share profits, losses and management responsibilities
  3. Limited Liability Partnership (LLP)
    • Combines the benefits of a partnership and a private limited company
    • Partners have limited liability, protecting personal assets
    • Requires a minimum of two partners and compliance with the LLP Act, 2008
  4. One Person Company (OPC)
    • A private limited company with a single member
    • Suitable for solo entrepreneurs seeking limited liability
    • Easier compliance compared to a private limited company
  5. Private Limited Company
    • Separate legal entity with limited liability for shareholders
    • Requires a minimum of two shareholders and two directors
    • Stricter compliance requirements under the Companies Act, 2013

When choosing your business structure, consider factors such as liability protection, taxation, compliance requirements, and scalability. For example, a sole proprietorship is the easiest to set up but offers no personal liability protection. On the other hand, a private limited company provides limited liability protection but involves more complex compliance requirements.

Step 2. Required Documents for Company Registration

Before initiating the company registration process, gather the necessary documents to ensure a smooth and efficient incorporation. The following documents are typically required:

  1. Proof of identity and address for directors and shareholders (e.g., PAN card, Aadhaar card, passport)
  2. Passport-sized photographs of directors and shareholders
  3. Proof of registered office address (e.g., rental agreement, utility bills)
  4. Digital Signature Certificate (DSC) for directors
  5. Director Identification Number (DIN) for proposed directors
  6. Memorandum of Association (MoA) and Articles of Association (AoA)
  7. Consent letters from proposed directors
  8. Affidavit for non-conviction of directors

Having these documents ready will streamline the process of incorporation of the company and minimise delays in the company formation process.

Step 3. Register Your Business

With the necessary documents in hand, you can now proceed with registering your business. The company registration process involves the following steps:

  1. Obtain Digital Signature Certificate (DSC) for directors from a certified authority.
  2. Apply for Director Identification Number (DIN) for proposed directors through Form DIR-3.
  3. Reserve the company name through the RUN (Reserve Unique Name) web service of the MCA.
  4. Draft the Memorandum of Association (MoA) and Articles of Association (AoA) defining the company's objectives and rules.
  5. File incorporation documents, including Form SPICe (INC-32), MoA, AoA and other necessary documents, with the Registrar of Companies (ROC) along with the prescribed fees.
  6. Obtain the Certificate of Incorporation from the ROC upon successful registration.

The entire process of incorporation of a company can be completed online through the MCA portal, making it convenient and efficient for entrepreneurs to start a startup in India.

Step 4. Acquire Required Licenses and Permits

Depending on the nature of your business and the industry you operate in, you may need to obtain specific licenses and permits to legally open a company in India. Some common types of business licenses and registrations include:

  • Goods and Services Tax (GST) registration
  • Shops and Establishment Act registration
  • Professional Tax registration
  • Import Export Code (IEC) for import/export businesses
  • FSSAI license for food businesses
  • Trade License from local municipal authorities
  • Industry-specific licenses (e.g., FSSAI for food businesses, IEC for import/export)

Research the specific licenses applicable to your business and ensure timely compliance to avoid legal complications.

Step 5. Procedure for Company Registration in India

To summarise the company registration process, here's a step-by-step procedure for setting up a company in India:

  1. Choose a suitable business structure (sole proprietorship, partnership, LLP, OPC, private limited company).
  2. Obtain necessary documents for incorporation (identity proofs, registered office proof, DSC, DIN).
  3. Apply for name approval through the RUN web service.
    • Select and apply for a unique company name through the RUN (Reserve Unique Name) service on the MCA portal.
  4. Incorporation Documents
    • Draft the Memorandum of Association (MoA) and Articles of Association (AoA)
    • Prepare the consent letters from the proposed directors
    • Obtain the registered office address proof
  5. SPICe+ Form
    • Fill out the SPICe+ (Simplified Proforma for Incorporating Company Electronically Plus) form
    • Attach the necessary documents (MoA, AoA, director consents, address proof, etc.)
    • Pay the prescribed registration fees based on the authorised capital
  6. Obtain the Certificate of Incorporation from the ROC.
    • Upon successful filing of the SPICe+ form, the Registrar of Companies (ROC) will issue the Certificate of Incorporation (COI)
    • The COI will mention the Corporate Identity Number (CIN) and the date of incorporation
  7. Apply for necessary licenses and registrations (GST, Shops and Establishment, Professional Tax, industry-specific licenses).
  8. Open a corporate bank account and secure funding.
  9. Commence business operations.

By following this procedure diligently, you can successfully open a company and start a startup in India.

Step 6. Hiring Employees

As your business grows, you may need to hire staff to support your operations. When hiring employees in India, keep the following points in mind:

  • Register for Employees' Provident Fund (EPF) and Employees' State Insurance (ESI) if applicable.
  • Draft comprehensive employment contracts outlining roles, responsibilities, compensation and benefits.
  • Comply with minimum wage laws and other labour regulations.
  • Maintain proper records of employee information, attendance, and payroll.
  • Ensure a safe and healthy work environment in compliance with occupational safety laws.

Building a strong and motivated team is crucial for the success of your venture as you start a startup in India.

Step 7. Ensure Compliance with Regulations

Compliance with various laws and regulations is an ongoing responsibility when starting a company in India. Some key areas of compliance include:

  • Filing annual returns and financial statements with the ROC.
  • Maintaining proper books of accounts and audit records.
  • Complying with taxation laws, including income tax and GST.
  • Adhering to labour laws and employee welfare regulations.
  • Obtaining and renewing necessary licenses and permits.
  • Ensuring data privacy and protection in accordance with relevant laws.

Regularly review and update your compliance practices to stay ahead of regulatory changes and avoid penalties.

Step 8. Promote Your Business

With your company successfully registered and operational, it's time to focus on promoting your business and attracting customers. Consider the following strategies to effectively market your venture:

  • Develop a strong online presence through a professional website and social media channels.
  • Leverage digital marketing techniques such as search engine optimisation (SEO), pay-per-click advertising (PPC), and content marketing to reach your target audience.
  • Attend industry events, trade shows, and networking sessions to build relationships and showcase your offerings.
  • Collaborate with influencers, bloggers, and media outlets to gain exposure and credibility.
  • Offer exceptional customer service and seek feedback to continuously improve your products or services.

By consistently promoting your business and delivering value to your customers, you'll establish a strong brand presence and drive growth as you open a company in India.

Conclusion

By understanding the process of incorporation of company and following the guidelines outlined in this comprehensive guide, you can confidently navigate the legal and procedural requirements to open a company and start a startup in India. Remember to seek professional guidance when needed and stay compliant with regulations to ensure the long-term success of your venture.

Frequently Asked Questions

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Register your Private Limited Company in just 1,499 + Govt. Fee

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Register your One Person Company in just 1,499 + Govt. Fee

Register your business
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Register your Business starting at just 1,499 + Govt. Fee

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Register your Limited Liability Partnership in just 1,499 + Govt. Fee

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Private Limited Company
(Pvt. Ltd.)

1,499 + Govt. Fee
BEST SUITED FOR
  • Service-based businesses
  • Businesses looking to issue shares
  • Businesses seeking investment through equity-based funding


Limited Liability Partnership
(LLP)

1,499 + Govt. Fee
BEST SUITED FOR
  • Professional services 
  • Firms seeking any capital contribution from Partners
  • Firms sharing resources with limited liability 

One Person Company
(OPC)

1,499 + Govt. Fee
BEST SUITED FOR
  • Freelancers, Small-scale businesses
  • Businesses looking for minimal compliance
  • Businesses looking for single-ownership

Private Limited Company
(Pvt. Ltd.)

1,499 + Govt. Fee
BEST SUITED FOR
  • Service-based businesses
  • Businesses looking to issue shares
  • Businesses seeking investment through equity-based funding


One Person Company
(OPC)

1,499 + Govt. Fee
BEST SUITED FOR
  • Freelancers, Small-scale businesses
  • Businesses looking for minimal compliance
  • Businesses looking for single-ownership

Private Limited Company
(Pvt. Ltd.)

1,499 + Govt. Fee
BEST SUITED FOR
  • Service-based businesses
  • Businesses looking to issue shares
  • Businesses seeking investment through equity-based funding


Limited Liability Partnership
(LLP)

1,499 + Govt. Fee
BEST SUITED FOR
  • Professional services 
  • Firms seeking any capital contribution from Partners
  • Firms sharing resources with limited liability 

Frequently Asked Questions

How can I start my own company in India?

To start a startup in India, follow these steps: choose a business structure, obtain necessary documents, register your company with the ROC, acquire licenses and permits, hire employees, ensure compliance, and promote your business effectively.

What type of company is easiest to start?

A sole proprietorship is the easiest type of company to start in India, as it involves minimal legal formalities and compliance requirements. However, it offers no separate legal identity or liability protection for the owner.

How much money is required to start a company in India?

The capital required to start a startup in India varies depending on the business structure and the nature of your business. Private limited companies require a minimum paid-up capital of ₹1 lakh, while other structures have no minimum capital requirements.

How much does it cost to register a company in India?

The cost of company registration in India includes fees for name reservation, incorporation filing, stamp duty, and professional charges. The total cost can range from ₹5,000 to ₹50,000 or more, depending on the business structure and the authorised capital.

How can I register my company myself in India?

You can register your company yourself by following the company formation process outlined in this guide. However, it's recommended to seek professional assistance from a chartered accountant or company secretary to ensure compliance and avoid errors.

How do I start a new PVT Ltd company?

To start a private limited company, follow these steps: obtain DSC and DIN for directors, reserve the company name, draft MoA and AoA, file incorporation documents with the ROC, obtain the Certificate of Incorporation, and comply with post-registration formalities.

Can a single person register a company in India?

Yes, a single person can register a One Person Company (OPC) in India. An OPC is a type of private limited company with a single member and offers limited liability protection to the owner.

Nipun Jain

Nipun Jain is a seasoned startup leader with 13+ years of experience across zero-to-one journeys, leading enterprise sales, partnerships, and strategy at high-growth startups. He currently heads Razorpay Rize, where he's building India's most loved startup enablement program and launched Rize Incorporation to simplify company registration for founders.

Previously, he founded Natty Niños and scaled it before exiting in 2021, then led enterprise growth at Pickrr Technologies, contributing to its $200M acquisition by Shiprocket. A builder at heart, Nipun loves numbers, stories and simplifying complex processes.

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Form DPT-3: Due Date, Purpose, Return Date

Form DPT-3: Due Date, Purpose, Return Date

Running a business in India comes with its fair share of challenges—managing finances, growing revenue, and keeping up with endless compliance requirements. One such crucial yet often overlooked filing is Form DPT-3.

This annual filing is mandatory for all companies in India—except government companies—to report details of deposits, loans, and non-deposit receipts. The Form DPT-3 due date is June 30th each year, making it essential for businesses to meet this deadline to avoid penalties and maintain good standing with regulatory authorities.

Table of Contents

What is Form DPT-3?

Form DPT-3 is an annual return form that companies must file to report deposits and outstanding loan details. It is a statutory requirement under the Companies Act 2013, ensuring that businesses remain compliant and transparent in their financial dealings. The form covers:

  • Deposits received by the company
  • Non-deposit loans taken from directors, shareholders, or other sources
  • Any other amounts that are classified as financial liabilities

The primary objective of this filing is to prevent malpractices related to undisclosed financial transactions and to strengthen corporate governance.

<H2> Applicability and Requirements for DPT-3 Form

Form DPT-3 filing applies to all companies except government companies. This includes:

Key requirements for DP3 include:

  • Annual Filing Deadline: Companies must submit Form DPT-3 by June 30 each year, covering financial transactions for the previous fiscal year.
  • Financial Year Coverage: The form includes details of financial liabilities up to March 31 of the relevant financial year.
  • Auditor Verification: Companies must ensure that the reported figures are verified by auditors to maintain accuracy and compliance.

Penalties for Non-Compliance with Form DPT-3 Filing

Failure to file Form DPT-3 on time can result in significant penalties under the Companies Act 2013. The penalties include:

  • A flat penalty of up to ₹5,000 for the company.
  • Additional daily fines of ₹500 per day for continued non-compliance.
  • Officers responsible for the filing may also be penalised with additional fines.

Ensuring timely submission is essential to avoid legal repercussions and unnecessary financial burdens.

Preparing for the DPT-3 Filing

To ensure a smooth DPT-3 filing process, companies should follow these steps:

  1. Review Financial Transactions: Examine all deposits, loans, and non-deposit receipts received during the financial year.
  2. Obtain Audit Reports: Work with auditors to verify and validate the data before submission.
  3. Gather Necessary Documentation: Collect supporting documents such as loan agreements, receipts, and auditor reports.
  4. Consult Experts: If there are complexities in reporting, seek advice from compliance professionals or legal experts.

Information Required to Fill DPT-3 Form

Companies need to provide the following details while filling out Form DPT-3:

Other financial liabilities as per the balance sheet-

  • Net Worth of the Company: The net worth is calculated as total assets minus total liabilities based on the most recent financial year-end.
  • Particulars of Charge (if any): Companies must disclose any charges or encumbrances on their assets. This includes mortgages, liens, or any other security interests held against company-owned properties or resources.
  • Total Amount Outstanding as of March 31st, 2020 including-  
  • Deposits received from individuals or entities.
  • Loans borrowed from banks, directors, or other companies.
  • Any other non-deposit receipts that need disclosure.
  • Particulars of Credit Rating (If Applicable): Companies with an assigned credit rating should provide: Name of the credit rating agency (e.g., CRISIL, ICRA, CARE, etc.) and the rating assigned

Form DPT-3 Due Date

The due date for filing Form DPT-3 is June 30th of every financial year. Companies should ensure timely submission to avoid penalties and maintain regulatory compliance.

Documents Required to File DPT-3 Form

To complete the Form DPT-3 filing, companies must submit:

  • List of Depositors
  • Deposit Insurance Contract
  • Copy of the Trust Deed
  • Copy of the Instrument Creating Charge
  • Details of Liquid Assets
  • Outstanding Receipts of Money or Loans
  • Auditor’s Certificate

Looking to register your company online? Get started with Razorpay Rize’s Company Registration services! 

Conclusion

Form DPT-3 is a critical compliance requirement for companies in India. Filing this might feel like just another compliance task, but it’s actually a crucial step in keeping your business financially transparent and legally sound. Missing the deadline can lead to penalties, unnecessary stress, and last-minute scrambling. Instead of rushing at the last minute, take a proactive approach—review your records, coordinate with your auditors, and get your documents in order well in advance.

Frequently Asked Questions

rize image

Register your Business at just 1,499 + Govt. Fee

Register your business
rize image

Register your Private Limited Company in just 1,499 + Govt. Fee

Register your business
rize image

Register your One Person Company in just 1,499 + Govt. Fee

Register your business
rize image

Register your Business starting at just 1,499 + Govt. Fee

Register your business
rize image

Register your Limited Liability Partnership in just 1,499 + Govt. Fee

Register your business

Private Limited Company
(Pvt. Ltd.)

1,499 + Govt. Fee
BEST SUITED FOR
  • Service-based businesses
  • Businesses looking to issue shares
  • Businesses seeking investment through equity-based funding


Limited Liability Partnership
(LLP)

1,499 + Govt. Fee
BEST SUITED FOR
  • Professional services 
  • Firms seeking any capital contribution from Partners
  • Firms sharing resources with limited liability 

One Person Company
(OPC)

1,499 + Govt. Fee
BEST SUITED FOR
  • Freelancers, Small-scale businesses
  • Businesses looking for minimal compliance
  • Businesses looking for single-ownership

Private Limited Company
(Pvt. Ltd.)

1,499 + Govt. Fee
BEST SUITED FOR
  • Service-based businesses
  • Businesses looking to issue shares
  • Businesses seeking investment through equity-based funding


One Person Company
(OPC)

1,499 + Govt. Fee
BEST SUITED FOR
  • Freelancers, Small-scale businesses
  • Businesses looking for minimal compliance
  • Businesses looking for single-ownership

Private Limited Company
(Pvt. Ltd.)

1,499 + Govt. Fee
BEST SUITED FOR
  • Service-based businesses
  • Businesses looking to issue shares
  • Businesses seeking investment through equity-based funding


Limited Liability Partnership
(LLP)

1,499 + Govt. Fee
BEST SUITED FOR
  • Professional services 
  • Firms seeking any capital contribution from Partners
  • Firms sharing resources with limited liability 

Frequently Asked Questions

Is Form DPT-3 mandatory?

Yes, Form DPT-3 is mandatory for all companies (except government companies) that have received deposits, loans, or other non-deposit receipts. It must be filed annually, as per the Companies Act of 2013, to ensure financial transparency and regulatory compliance.

What is the penalty for delay in DPT-3?

If a company fails to file Form DPT-3 on time, penalties may include:

  • A fine of ₹5,000 for the company.
  • An additional fine of ₹500 per day for continued non-compliance.
  • Officers in default may also face penalties, which can go up to ₹2 lakh.

What is the fee for DPT-3?

The filing fee for Form DPT-3 depends on the company’s authorised share capital:

  • ₹200 for companies with capital up to ₹1 lakh
  • ₹300 for ₹1-5 lakh
  • ₹400 for ₹5-25 lakh
  • ₹500 for ₹25 lakh-1 crore
  • ₹600 for ₹1 crore or more

Late filing attracts additional fees, increasing with the delay period.

Is DPT-3 applicable to LLPs?

No, Form DPT-3 is not applicable to LLPs (Limited Liability Partnerships). It applies only to private and public limited companies, as LLPs are governed by the LLP Act of 2008 and have different compliance requirements.

Can we file DPT-3 after the due date?

Yes, you can file DPT-3 after the due date, but it will attract late filing fees and penalties. To avoid unnecessary financial and legal consequences, it is advisable to file before the June 30 deadline.

Is DPT-3 mandatory every year?

Yes, DPT-3 is an annual compliance requirement that must be filed every year by June 30, reporting financial data from the previous fiscal year.

What is the purpose of filing DPT-3?

The purpose of Form DPT-3 is to:

  • Ensure financial transparency by reporting deposits, loans, and non-deposit transactions.
  • Help regulators track company borrowings and financial stability.

Ensure compliance with the Companies Act of 2013 and avoid penalties.

Sarthak Goyal

Sarthak Goyal is a Chartered Accountant with 10+ years of experience in business process consulting, internal audits, risk management, and Virtual CFO services. He cleared his CA at 21, began his career in a PSU, and went on to establish a successful ₹8 Cr+ e-commerce venture.

He has since advised ₹200–1000 Cr+ companies on streamlining operations, setting up audit frameworks, and financial monitoring. A community builder for finance professionals and an amateur writer, Sarthak blends deep finance expertise with an entrepreneurial spirit and a passion for continuous learning.

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Smooth onboarding, seamless incorporation and a wonderful community. Thanks to the #razorpayrize team! #rizeincorporation
Dhaval Trivedi
Basanth Verma
shopeg.in
Exciting news! Incorporation of our company, FoxSell, with Razorpay Rize was extremely smooth and straightforward. We highly recommend them. Thank you Razorpay Rize for making it easy to set up our business in India.
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Prakhar Shrivastava
foxsell.app
We would recommend Razorpay Rize incorporation services to any founder without a second doubt. The process was beyond efficient and show's razorpay founder's commitment and vision to truly help entrepreneur's and early stage startups to get them incorporated with ease. If you wanna get incorporated, pick them. Thanks for the help Razorpay.

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Dhaval Trivedi
TBS Magazine
Hey, Guys!
We just got incorporated yesterday.
Thanks to Rize team for all the Support.
It was a wonderful experience.
CHEERS 🥂
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Dhaval Trivedi
Nayan Mishra
https://zillout.com/
Smooth onboarding, seamless incorporation and a wonderful community. Thanks to the #razorpayrize team! #rizeincorporation
Dhaval Trivedi
Basanth Verma
shopeg.in
Exciting news! Incorporation of our company, FoxSell, with Razorpay Rize was extremely smooth and straightforward. We highly recommend them. Thank you Razorpay Rize for making it easy to set up our business in India.
@foxsellapp
#razorpayrize #rizeincorporation
Dhaval Trivedi
Prakhar Shrivastava
foxsell.app
We would recommend Razorpay Rize incorporation services to any founder without a second doubt. The process was beyond efficient and show's razorpay founder's commitment and vision to truly help entrepreneur's and early stage startups to get them incorporated with ease. If you wanna get incorporated, pick them. Thanks for the help Razorpay.

#entrepreneur #tbsmagazine #rize #razorpay #feedback
Dhaval Trivedi
TBS Magazine
Hey, Guys!
We just got incorporated yesterday.
Thanks to Rize team for all the Support.
It was a wonderful experience.
CHEERS 🥂
#entrepreneur #tbsmagazine #rize #razorpay #feedback
Dhaval Trivedi
Nayan Mishra
https://zillout.com/