Startup India Scheme: Eligibility Criteria, Benefits & Application Details

Apr 16, 2025
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The Startup India Scheme is a flagship initiative by the Government of India aimed at fostering entrepreneurship, innovation, and economic growth. Launched in 2016, this scheme provides startups with financial assistance, tax exemptions, and regulatory benefits to help them scale efficiently. This blog explores the eligibility criteria, benefits, and application process to guide aspiring entrepreneurs on leveraging this initiative for their business growth.

Table of Contents

Definition of "Startup"

As per the Startup India Scheme, a "Startup" is defined by the following criteria:

  • The entity should be incorporated as a Private Limited Company, a Limited Liability Partnership (LLP), or a Registered Partnership Firm.
  • The age of the company should not exceed 10 years from the date of incorporation.
  • The annual turnover should not exceed INR 100 crore in any of the financial years since incorporation.
  • The business should be working towards innovation, improvement of products/processes/services, or scalable business models with high potential for employment generation and wealth creation.
  • Startups should be recognised by the Department for Promotion of Industry and Internal Trade (DPIIT) to avail of scheme benefits.

What Is the Startup India Scheme?

The Startup India Scheme was launched in 2016 with the objective of encouraging entrepreneurship, generating employment, and fostering innovation. This initiative is managed by the Department for Promotion of Industry and Internal Trade (DPIIT) and aims to position India as a global startup hub by offering regulatory support, funding access, and tax exemptions.

Why Was Startup India Launched?

India has always been home to entrepreneurs, but before 2016, starting and scaling a business came with significant roadblocks- complex regulations, limited funding options, and restricted market access. Recognising this, the Government of India launched the Startup India initiative on January 16, 2016, to create a more supportive ecosystem for startups.

Here’s why the initiative was needed and how it helps:

  • Reducing Bureaucratic Hurdles
  • Easing Financial Constraints
  • Encouraging Job Creation & Innovation
  • Enabling Market Access & Growth
  • Creating a Culture of Entrepreneurship

Since its launch, over 100,000 startups have been recognised under the scheme, creating jobs, driving innovation, and strengthening India’s position as a global startup hub.

Top Features Of the Startup India Scheme

The Startup India Scheme offers multiple benefits to startups, including:

  • Tax Exemptions: Startups are eligible for a three-year income tax exemption.
  • Funding Support: Access to government funds and venture capital assistance.
  • Simplified Compliance: Reduced regulatory burden with self-certification for labour and environmental laws.
  • Fast-Tracked Patent Registration: Reduced fees and faster processing for patent applications.
  • Networking Opportunities: Participation in government-organised startup festivals and events.
  • Access to Government Tenders: Startups receive preference in public procurement without prior experience requirements.

Eligibility Criteria for the Startup India Scheme

To be eligible, startups must meet specific criteria set by the Department for Promotion of Industry and Internal Trade (DPIIT).

Here’s a detailed breakdown of the eligibility requirements:

  • Be incorporated as a Private Limited Company, LLP, or a Registered Partnership Firm.
  • Be less than 10 years old from the date of incorporation.
  • Have an annual turnover not exceeding INR 100 crore.
  • Focus on innovation, scalability, and employment generation.
  • Obtain DPIIT recognition for startup status.

Types of Organisations Eligible For the Startup India Scheme

The following entities qualify for the scheme:

  • Private Limited Companies: Must be registered under the Companies Act, 2013.
  • Limited Liability Partnerships (LLPs): Must be registered under the LLP Act, 2008.
  • Registered Partnership Firms: Must be incorporated under the Indian Partnership Act, 1932.

How to Register Your Startup with the Startup India Scheme

Step 1: Incorporate Your Business

Before applying for Startup India recognition, you must officially register your business as a legal entity. Your startup can be incorporated as one of the following:

  • Private Limited Company – Register under the Companies Act, 2013 with the Ministry of Corporate Affairs (MCA).
  • Limited Liability Partnership (LLP) – Register under the Limited Liability Partnership Act, 2008 with the MCA.
  • Partnership Firm – Register under the Indian Partnership Act, 1932 with the respective state authority.

Step 2: Register Under the Startup India Scheme

Once your business is incorporated, you can apply for recognition under the Startup India initiative by following these steps:

  • Visit the Startup India portal www.startupindia.gov.in
  • Click on "Register" and create an account.
  • Log in and navigate to “Recognition” → “Apply for DPIIT Recognition”.
  • Fill in the application form with details about your business.

Step 3: Apply for DPIIT Recognition

To get official recognition as a startup, you must apply for DPIIT (Department for Promotion of Industry and Internal Trade) recognition. DPIIT-recognised startups gain access to tax benefits, easier compliance, and funding opportunities.

Steps to Apply for DPIIT Recognition:

  • Provide business details (name, incorporation date, industry sector, location).
  • Describe your startup’s innovation, scalability, and market potential.
  • Upload supporting documents (explained in Step 5).
  • Submit the application for review.

Step 4: Recognition Application Submission

Once all details are filled in, submit the Startup India recognition application.

The DPIIT reviews applications to ensure the business meets eligibility criteria (e.g., age of the startup, turnover, and innovation focus). If all documents are in order, recognition is granted within 2-3 weeks.

Step 5: Documents Required for Registration

You must upload specific documents during the registration process. Ensure you have:

Mandatory Documents:

  • Certificate of Incorporation / Registration – Proof that your business is legally registered.
  • Detailed Business Description – A document explaining how your startup is innovative and scalable.
  • PAN (Permanent Account Number) – A copy of your business’s PAN card for tax purposes.

Additional Documents (If Applicable):

  • Patent or Trademark Details – If your startup has intellectual property rights, submit supporting documents.
  • Letter of Recommendation (Optional) – From an incubator, industry expert, or recognised institution supporting your innovation.

Step 6: Get Your Recognition Number

Once your application is approved, you will receive a Startup Recognition Number from DPIIT. This confirms that your business is officially recognised under Startup India and is eligible for various benefits.

Step 7: Some Other Important Things To Follow

  • Ensure compliance with tax laws and regulatory requirements.
  • Utilise government schemes and incentives to scale operations.

Benefits From DPIIT

Startups recognised under DPIIT receive several benefits, including:

  • Tax exemptions under Section 80 IAC of the Income Tax Act.
  • Easier access to government grants and funds.
  • Self-certification for labour & environmental laws, reducing compliance costs.
  • Simplified compliance and faster patent approvals.
  • Gain visibility through Startup India showcases and events.

Advantages of the Startup India Scheme

  • Financial Support: Grants, loans, and venture capital funding assistance.
  • Regulatory Benefits: Self-certification for labor and environmental laws.
  • Tax Relief: Exemption from income tax for 3 years.
  • Market Access: Access to government tenders and public procurement schemes.
  • Networking Opportunities: Participation in startup events and mentorship programs.

Conclusion

India is rapidly becoming a global hub for startups, and the Startup India Scheme is at the heart of this transformation. By nurturing innovation, job creation, and economic development, the initiative is shaping the future of entrepreneurship in India.

Frequently Asked Questions

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Frequently Asked Questions

When was the Startup India Scheme launched?

The Startup India Scheme was launched on January 16, 2016, by the Government of India to promote entrepreneurship, innovation, and economic growth.

Who is eligible for the Startup India Scheme?

To be eligible for the Startup India Scheme, a business must:

  • Be registered as a Private Limited Company, Limited Liability Partnership (LLP), or a Registered Partnership Firm.
  • Be less than 10 years old from the date of incorporation.
  • Have an annual turnover not exceeding INR 100 crore in any financial year.
  • Be working towards innovation, improvement, or development of a scalable business model.
  • Obtain recognition from the Department for Promotion of Industry and Internal Trade (DPIIT).

Is Startup India Tax-Free?

Startups registered under the Startup India Scheme and recognised by DPIIT are eligible for a three-year income tax exemption under Section 80-IAC of the Income Tax Act. Additionally, they benefit from exemptions on capital gains tax and angel tax under certain conditions.

What are the Startup India benefits?

The key benefits of the Startup India Scheme include:

  • Tax exemptions: Three-year income tax holiday and angel tax exemption.
  • Financial support: Access to a ₹10,000 crore Fund of Funds for investment.
  • Simplified compliance: Self-certification for labour and environmental laws.
  • Faster patent registration: 80% rebate on patent filing fees with expedited processing.
  • Networking and mentorship: Opportunities through startup hubs, incubators, and accelerator programs.

How does the Startup India Scheme support new businesses?

The Startup India Scheme supports new businesses by:

  • Providing financial assistance through government-backed funds and venture capital access.
  • Offering tax benefits to reduce financial burdens in the early years.
  • Simplifying regulatory processes, making compliance easier.
  • Fast-tracking intellectual property rights (IPR) registrations for startups.
  • Creating networking opportunities through startup events, incubators, and accelerator programs.
  • Facilitating ease of doing business with relaxed norms and exemptions from various government regulations.

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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How to Draft a Co-founders Agreement? A complete Guide

How to Draft a Co-founders Agreement? A complete Guide

Starting a company with one or more co-founders is one of the most exciting parts of the entrepreneurial journey. But amidst the rush of building products, finding customers, and chasing early traction, one foundational step often gets overlooked: putting a co-founders agreement in place.

The Co-founders Agreement lays out how the founding team will operate, make decisions, handle equity, resolve disagreements, and plan for the unexpected. Without it, even the strongest partnerships can run into miscommunication, conflict, or costly misunderstandings down the road.

In this article, we’ll break down the key elements of a co-founders agreement, explain why it’s essential from day one, and guide you through the decisions you’ll want to document before your startup grows.

Table of Contents

Understanding the Importance of a Co-Founder Agreement

A co-founders agreement is a governance framework. It provides clarity on expectations, defines legal boundaries, and establishes protocols for decision-making and dispute resolution.

Without it, startups risk misalignment, equity disputes, or founder exits that can derail momentum. Having this agreement from day one ensures:

  • Legal protection for all founders
  • Clear accountability
  • Faster resolution in case of conflicts
  • Long-term business stability

How to Determine Roles?

Before you split the equity or assign job titles, align on why you’re building this company. Once your mission is clear, it becomes easier to define what roles each founder should play.

Not all founders are the same, and not all will lead the same functions. Role clarity prevents overlap, power struggles, and decision-making delays.

Here’s a quick overview of typical leadership roles:

  • CEO (Chief Executive Officer): Sets vision, makes high-level decisions, and manages investors.
  • COO (Chief Operating Officer): Manages day-to-day operations, hiring, and internal workflows.
  • CFO (Chief Financial Officer): Oversees finances, fundraising, and budgeting.
  • President: Often works alongside the CEO, focusing on strategy execution or external relations.
  • CMO (Chief Marketing Officer): Leads branding, marketing, and growth strategy.
  • CTO (Chief Technology Officer): Drives product development and tech architecture.

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How to Split Equity?

One of the trickiest parts of a co-founder agreement is deciding who gets what percentage of the company.

Spoiler alert: Equal splits are often unfair. While it might feel diplomatic to go 50/50 (or 33/33/33), it rarely reflects the actual contributions of each founder. Equity should reward value creation, not just presence.

Consider these factors:

  • Who initiated the idea?
  • Level of early involvement and contribution
  • Full-time vs part-time commitment
  • CEO or leadership responsibilities
  • Prior experience, networks, and domain expertise

It’s advisable to use structured frameworks or equity calculators and ensure all discussions are documented. Vesting schedules (typically four years with a one-year cliff) should also be agreed upon and reflected in the agreement.

Compensation and Salary Expectations

Most early-stage startups operate with limited capital. Founders often defer salaries or draw nominal compensation. However, clarity on current and future remuneration is essential.

The agreement should include:

  • Initial salary (if any) or deferred compensation model
  • Milestones or triggers for compensation reviews (e.g., seed funding, profitability)
  • Equity-to-cash trade-offs, especially for operational founders
  • Provisions for salary revisions approved by a board or mutual consent

Decision-Making and Dispute Resolution

Defining decision rights helps prevent operational gridlock and ensures strategic alignment. The co-founders agreement should outline the following:

  • Voting rights: Specify which decisions require a majority, supermajority, or unanimous consent (e.g., capital raise, hiring key executives, M&A decisions).
  • Dispute resolution mechanisms: Include mediation and arbitration clauses to resolve disagreements outside of court.
  • Deadlock provisions: Outline how to handle situations where founders are split, potentially via third-party adjudicators or rotating authority.
  • Exit protocols: Determine how decisions are made in case a founder decides to leave or is asked to step down.

Exit Strategies and Buyout Clauses

Exit events, whether planned or unforeseen, can significantly impact the startup’s equity structure. A co-founders agreement should detail:

  • Voluntary exit protocols: Including share sale rights, notice periods, and replacement planning.
  • Involuntary exit terms: For cause (e.g., misconduct) or no-fault exits (e.g., health issues).
  • Buyout clauses: How shares are valued (e.g., pre-agreed formula, external valuation), who has the first right to buy, and what triggers a forced sale.
  • Non-compete clauses: Restrictions on joining or starting competing ventures post-exit.

Without a clear exit plan, founder departures can become messy, expensive, and emotionally draining.

Non-Disclosure Agreements (NDAs)

Startups thrive on ideas, data, and speed. A loose-lipped founder or ex-founder can derail all of that. To protect your IP, customers, and strategy, include a strong non-disclosure clause in the co-founder agreement. It should cover:

  • What qualifies as “confidential information”?
  • How long the NDA lasts (often 1–3 years post-exit)
  • Consequences of breaching the NDA

Founders should also agree on how sensitive materials like business plans, prototypes, and user data are handled upon exit.

Death, Disability, and Divorce Clauses

Contingency planning for life events is often overlooked but is essential to safeguard the business. Your agreement should include:

  • Death clause: Specifies who inherits equity, buyback options for the company, and whether heirs receive any operational role.
  • Disability clause: Details how long a founder can be inactive before reevaluation and whether shares can be repurchased or roles reassigned.
  • Divorce clause: Ensures founder shares don’t get transferred to a spouse, with provisions for company buyback to retain control.

These clauses protect both the business and surviving founders from unforeseen legal and financial disruptions.

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Private Limited Company
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1,499 + Govt. Fee
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  • Service-based businesses
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Limited Liability Partnership
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1,499 + Govt. Fee
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  • Professional services 
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  • Firms sharing resources with limited liability 

One Person Company
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1,499 + Govt. Fee
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  • Freelancers, Small-scale businesses
  • Businesses looking for minimal compliance
  • Businesses looking for single-ownership

Private Limited Company
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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
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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
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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 are the points of a co-founder agreement?

A co-founder agreement typically includes the following key components:

  • Equity Ownership & Vesting Schedule
  • Roles & Responsibilities
  • Compensation & Salary Terms
  • Decision-Making Protocols
  • Dispute Resolution Mechanisms
  • Exit Clauses & Buyout Terms
  • Confidentiality (NDA) Provisions
  • IP Assignment
  • Death, Disability, and Divorce Clauses

What are the 3 main reasons you should want a co-founder?

  1. Complementary Skills
    A strong co-founder brings expertise you may not have, be it in tech, operations, sales, or strategy, helping you build faster and smarter.

  2. Shared Responsibility & Emotional Support
    Entrepreneurship is a rollercoaster. Having someone equally invested in the highs and lows provides mental resilience and shared accountability.

  3. Stronger Investor Appeal
    Many investors prefer teams over solo founders. A balanced co-founding team signals collaboration, diverse thinking, and execution capability.

Is a founder's agreement legally binding?

Yes, a founder’s agreement or co-founders agreement is legally binding if it’s properly drafted and signed by all parties. It is treated like any other contract under contract law and can be enforced in court or through arbitration, depending on the jurisdiction and terms stated.

What is the difference between a founder and a co-founder agreement?

Founder Agreement and Co-founder Agreement are often used interchangeably, but there can be subtle differences based on context:

  • Founder Agreement usually refers to an agreement between a solo founder and the company, often covering IP assignment, vesting, and equity terms.

  • Co-founder Agreement refers to a contract between multiple founders of the same startup, defining how they work together, split ownership, make decisions, and handle disputes.

In practice, for teams of two or more founders, a co-founder agreement is more relevant and comprehensive.

Mukesh Goyal

Mukesh Goyal is a startup enthusiast and problem-solver, currently leading the Rize Company Registration Charter at Razorpay, where he’s helping simplify the way early-stage founders start and scale their businesses. With a deep understanding of the regulatory and operational hurdles that startups face, Mukesh is at the forefront of building founder-first experiences within India’s growing startup ecosystem.

An alumnus of FMS Delhi, Mukesh cracked CAT 2016 with a perfect 100 percentile- a milestone that opened new doors and laid the foundation for a career rooted in impact, scale, and community.

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What is a Shelf Prospectus? Meaning & Provisions Under the Companies Act, India

What is a Shelf Prospectus? Meaning & Provisions Under the Companies Act, India

A shelf prospectus is a legal document under the Companies Act of 2013 that allows a company to issue multiple rounds of securities without filing a new prospectus for each offering.

Once a company gets approval for a shelf prospectus, it can issue securities in tranches over a period (usually one year) without repeating the regulatory approval process. This mechanism is particularly beneficial for businesses that require frequent access to capital markets.

Simply put, a company gets approval for a prospectus and "shelves" it for use when needed. Just like a store keeps items on a shelf, ready to be picked up when required, companies can tap into their shelf prospectus whenever they decide to issue securities within the approved period.

Table of Contents

Shelf Prospectus Meaning

A shelf prospectus is a document issued by companies intending to offer securities in multiple tranches over a specified period without filing a new prospectus for each offering. Governed by the Companies Act of 2013, it serves as a framework to streamline capital-raising activities while ensuring regulatory compliance.

This approach helps all types of companies save time and resources while maintaining transparency in financial disclosures.

What Is The Validity Period of Shelf Prospectus?

As per the Companies Act of 2013 and SEBI regulations, a shelf prospectus is valid for one year from the issue date. During this period, the company can make multiple security offerings without submitting a fresh prospectus.

However, an Information Memorandum must be filed for each subsequent offering to ensure updated financial and operational disclosures.

What Are The Requirements For Shelf Prospectus?

To issue a shelf prospectus, a company must fulfil specific requirements under the Companies Act, 2013:

  • Eligibility Criteria: The company must be a public financial institution, a bank, or a company notified by SEBI.
  • SEBI Approval: Approval from the Securities and Exchange Board of India (SEBI) is mandatory before issuance.
  • Financial Disclosures: The prospectus must include audited financial statements, business details, and risk factors.
  • Regulatory Compliance: The company must adhere to statutory provisions and filing requirements.

Who Can Issue Shelf Prospectus?

Not all companies are eligible to issue a shelf prospectus. As per SEBI regulations, only specific entities can do so, including:

  • Public Financial Institutions such as banks and NBFCs.
  • Scheduled Banks that meet regulatory criteria.
  • Other Companies notified by SEBI, provided they meet compliance standards.

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What Are The Eligibility Criteria For a Company to Issue a Shelf Prospectus?

To issue a shelf prospectus, a company must meet the following key eligibility criteria:

  • Strong Financial Performance: A consistent and positive financial track record is essential.
  • Regulatory Compliance: The company must have a history of timely filings and adherence to statutory norms.
  • Market Reputation: A credible and trustworthy market presence is necessary.
  • Clear Disclosure of Fund Utilization: The company must provide transparency regarding how the raised funds will be used.

5 Incredible Advantages of Shelf Prospectus

A shelf prospectus offers several benefits to companies and investors:

  1. Flexibility: Companies can issue securities as needed without additional regulatory approvals.
  2. Cost Efficiency: Reduces administrative and compliance costs associated with repeated filings.
  3. Faster Time to Market: Companies can respond quickly to market conditions.
  4. Improved Investor Relations: Provides transparency and trust through consistent financial disclosures.
  5. Strategic Financial Planning: Enables better capital-raising strategies over time.

How Does an Investor Benefit from a Shelf Prospectus?

Investors gain multiple advantages from a shelf prospectus:

  • Greater Transparency: A single document offers comprehensive details about the company.
  • Consistent Access to Securities: Investors can participate in multiple offerings from a single prospectus.
  • Time-Saving: Reduces the need to analyse multiple prospectuses for each security issuance.
  • Better Investment Planning: Enables informed decision-making with consistent financial disclosures.

Difference Between Shelf Prospectus and Red Herring Prospectus?

Parameter Shelf Prospectus Red Herring Prospectus
Purpose Used for multiple securities offerings over time Used for IPOs before the issue price is finalised
Validity Period Valid for one year from the issue date Valid only for a single IPO
Flexibility Allows multiple issuances without a new prospectus Only valid for a one-time offering
Information Contains comprehensive details about the company and financials Lacks finalised share price details
Regulatory Requirement Requires filing of Information Memorandum Needs SEBI approval before IPO launch

Financial Securities and Shelf Prospectus

A shelf prospectus allows companies to issue various types of financial securities, including:

  • Equity Shares: Ownership stakes in a company.
  • Debentures: Debt instruments issued by companies.
  • Bonds: Fixed-income securities providing periodic interest payments.

This streamlined approach reduces delays and administrative hurdles for issuing these securities over multiple tranches.

What Is an Information Memorandum?

An Information Memorandum is a document containing essential details about a company’s financials, operations, and business strategy. It is a key resource for investors, offering in-depth insights into the company's capital-raising plans.

When a company issues securities under a shelf prospectus, it must file an Information Memorandum before each offering to ensure updated and accurate disclosures.

Procedure to Fill Form PAS-2

Form PAS-2 is required to be filed as per the Companies (Prospectus and Allotment of Securities) Rules, 2014. Here’s how to fill it:

  1. Company Details: Enter the name, registered office, and CIN.
  2. Security Details: Specify the type and number of securities being offered.
  3. Offer Details: Mention the issue price, purpose, and utilisation of funds.
  4. Financial Statements: Attach recent audited financial reports.
  5. Declaration: Ensure proper authorisation and sign the form.

Procedure to Upload Form PAS-2

Once Form PAS-2 is completed, follow these steps to upload it to the MCA (Ministry of Corporate Affairs) portal:

  1. Prepare the Form: Ensure all required fields are filled out correctly and attach the necessary documents.
  2. Log in to the MCA Portal: Use company credentials to access the e-filing section.
  3. Upload the Form: Select Form PAS-2, attach supporting documents and verify details.
  4. Payment of Fees: Pay the prescribed filing fee through the portal.
  5. Submit and Confirm: After submission, a confirmation receipt and acknowledgement are generated.

Conclusion

For companies, a shelf prospectus eliminates the repetitive, time-consuming regulatory hurdles that come with multiple capital raises.

Instead of drafting and filing a new prospectus each time, businesses can plan their fundraising strategically, issuing securities when market conditions are favourable. This saves time, reduces administrative costs, and provides the flexibility needed to stay competitive.

For businesses, this means less paperwork, faster fundraising, and more flexibility to raise funds when needed. For investors, it provides greater transparency and clarity, helping them make better financial decisions.

By using a shelf prospectus wisely, companies can focus on growth, and investors can confidently explore opportunities—making it a win-win for everyone in the financial market.

Frequently Asked Questions

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Private Limited Company
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1,499 + Govt. Fee
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Limited Liability Partnership
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1,499 + Govt. Fee
BEST SUITED FOR
  • Professional services 
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  • Firms sharing resources with limited liability 

One Person Company
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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 meant by Shelf Prospectus?

A Shelf Prospectus is a type of prospectus that allows a company to issue securities in multiple tranches over a period of time without needing to file a separate prospectus for each offering. It provides flexibility for companies to raise funds as needed, reducing administrative burdens and costs.

What is Shelf Prospectus in Company Law Section 1?

In the context of Company Law (India - Companies Act, 2013, Section 31), a Shelf Prospectus is a prospectus issued by public financial institutions, banks, or listed companies for raising capital through multiple offerings. The prospectus remains valid for a specified period, and the company only needs to file an Information Memorandum before each tranche of issuance.

Does the Shelf Prospectus Require a Different Prospectus for Each Offering?

No, a Shelf Prospectus eliminates the need to file a separate prospectus for each offering. Instead, an Information Memorandum is submitted before each issuance, updating investors with relevant details about the specific tranche.

Is Shelf Prospectus Valid for Years?

In India, a Shelf Prospectus is typically valid for one year from the date of filing). Within this period, the company can issue securities in multiple tranches without filing a fresh prospectus each time.

Why Would a Company File a Base Shelf Prospectus?

A company files a Base Shelf Prospectus to:

  • Streamline Fundraising: Raise capital efficiently over time without repetitive regulatory approvals.
  • Reduce Costs: Minimize administrative and legal expenses associated with frequent filings.
  • Enhance Flexibility: Issue securities when market conditions are favourable.
  • Ensure Compliance: Maintain transparency while avoiding delays in capital raising.

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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What is ROC Filing & Why It’s Necessary?

What is ROC Filing & Why It’s Necessary?

For businesses registered under the Companies Act, ROC filing is a fundamental compliance requirement. It involves submitting financial statements, annual returns, and key business details to maintain transparency and legal accountability.

Timely filings not only prevent penalties but also strengthen your company’s credibility, making it more attractive to investors, lenders, and stakeholders.

Table of Contents

What Is ROC Full Form?

ROC stands for Registrar of Companies. It is a government body responsible for regulating and overseeing company registrations and compliance in India. The ROC plays a key role in corporate governance by maintaining company records, approving registrations, and ensuring adherence to statutory requirements.

About ROC Filing

ROC filing refers to the mandatory submission of financial statements and annual returns by companies to the Registrar of Companies. Under the Companies Act of 2013, all registered entities must comply with ROC filings to ensure proper documentation of their financial activities and operational status. Failure to comply can result in penalties, fines, or legal action.

Why ROC Filings Are Necessary?

ROC filings serve multiple purposes:

  • Ensuring Legal Compliance: Companies must file returns and financial statements as mandated by law.
  • Transparency & Financial Accountability: Stakeholders, including investors and creditors, rely on these filings to assess a company’s financial health.
  • Regulatory Oversight: The government uses ROC filings to monitor corporate activities and prevent fraudulent practices.
  • Avoiding Penalties: Late or non-compliance can result in heavy fines and even disqualification of directors.

Functions of ROC

The Registrar of Companies performs several key functions:

  • Approves and registers new companies.
  • Maintains company records and statutory filings.
  • Monitors corporate compliance and governance.
  • Regulates financial disclosures and annual returns.
  • Handles company dissolution and winding-up processes.

Who Is Responsible For ROC Filings?

The responsibility for ROC filings lies with Company Directors, Company Secretaries & Auditors.

Failure to comply with ROC filing requirements can lead to penalties, disqualification of directors, and even company deregistration. Hence, the combined responsibility of directors, company secretaries, and auditors ensures the company remains legally compliant and operational.

ROC Filing Process: A Step-By-Step Guide

Step 1: Preparatory Board Meeting

Auditors and company officials prepare financial statements and reports.

Step 2: Subsequent Board Meeting

The Board of Directors reviews and approves the financial statements.

Step 3: Annual General Meeting (AGM)

Shareholders review and finalise financial reports and pass resolutions. The approved documents are submitted to the ROC.

Documents Required For ROC Filing

  • Financial Statements (AOC-4): Balance sheet, profit & loss account, cash flow statement.
  • Board’s Report: Overview of company operations, risk management policies.
  • Annual Return (MGT-7): Company details, shareholding pattern.
  • Auditor’s Report: Assessment of financial statements.
  • Shareholder Resolutions: Approvals related to finances, and director appointments.
  • Director Disclosures: Details of director interests and compliance declarations.

Due Date For ROC Filing

Key deadlines for different ROC filings include:

  • AOC-4 (Financial Statements): Within 30 days of AGM
  • MGT-7 (Annual Return): Within 60 days of AGM

ROC Filing Fees

ROC filing fees vary depending on company type, share capital, and document type. Fees may range from a few hundred to several thousand rupees.

The ROC fees for filing forms, including AOC-4 and MGT-7, are as stated below:  

Nominal Share Capital Fees per Document
Less than Rs. 100000 Rs. 200
Rs. 100000 less than Rs. 500000 Rs. 300
Rs. 500000 less than Rs. 2500000 Rs. 400
Rs. 2500000 or more less than Rs. 1 Crore Rs. 500
Rs. 1 Crore or more Rs. 600

Amount of Penalty Levied On Late ROC Filing

  • Delay in AOC-4 filing: ₹100 per day
  • Delay in MGT-7 filing: ₹100 per day
  • Persistent non-compliance may lead to company strike-off and director disqualification.

Company Registration by ROC

The Registrar of Companies (ROC) oversees the incorporation and regulation of companies under the Companies Act, 2013. Registering a company involves multiple steps, from obtaining name approval to compliance with statutory requirements post-incorporation. Below is a detailed breakdown of the process:

Step 1: Name Approval

Before registering a company, select a unique name and submit it for approval through the SPICe+ (Simplified Proforma for Incorporating a Company Electronically) Part A form on the Ministry of Corporate Affairs (MCA) portal.

Step 2: Submission of Incorporation Documents

Once the name is approved, the company must prepare and file the necessary incorporation documents. This is done through the SPICe+ Part B form on the MCA portal.

Step 4: Compliance with the Companies Act

After incorporation, the company must comply with several regulatory requirements, including:

  • Opening a Business Bank Account
  • Issuing Share Certificates
  • Declaration of Business Commencement (INC-20A)
  • Paid Ads: For targeted reach and faster growth

ROC Refusal For Company Registration

The ROC may refuse registration due to:

  • Non-compliance with legal requirements.
  • Similarity with existing company names.
  • Incomplete or incorrect documentation.
  • Business activities not aligning with statutory provisions.

To avoid rejection, ensure proper documentation, follow name guidelines, and meet statutory conditions.

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Role of ROC After Registration of a Company

Once a company is registered, the Registrar of Companies (ROC) continues to play an important role in ensuring that the company complies with legal and regulatory requirements.

1. Monitoring Compliance with Statutory Requirements

After incorporation, companies must adhere to various statutory requirements to maintain legal standing. The ROC monitors compliance by ensuring that companies:

  • Hold board meetings and general meetings as per legal requirements.
  • Maintain statutory registers, including those related to shareholders, directors, and financial records.

2. Ensuring Timely Filing of Annual Returns & Financial Statements

The ROC mandates companies to submit annual filings to ensure financial transparency and accountability. Key filings include:

Mandatory ROC Filings:

  1. AOC-4 (Financial Statements)
  2. MGT-7 (Annual Return)
  3. DIR-3 KYC (Director KYC Compliance)
  4. INC-20A (Declaration of Business Commencement)

3. Overseeing Corporate Governance & Legal Transparency

The ROC plays a significant role in ensuring that companies maintain good corporate governance practices, such as:

  • Ensuring fair and transparent financial reporting.
  • Verifying changes in directorship.
  • Monitoring mergers, acquisitions, and corporate restructuring processes.

Final Thoughts

Incorporating a company is just the beginning, ongoing compliance with ROC filings is key to sustaining a business.

Ignoring ROC filings can lead to fines, legal troubles, and even business deregistration while maintaining compliance opens doors to credibility, funding, and seamless operations. The choice is clear- businesses that prioritise regulatory adherence set themselves up for long-term success, while those that neglect it risk costly consequences.

Frequently Asked Questions

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Frequently Asked Questions

What is an ROC File?

A ROC (Registrar of Companies) file refers to the official documents and forms that companies must submit to the Registrar of Companies (ROC) under the Ministry of Corporate Affairs (MCA). These filings include annual returns, financial statements, and other regulatory documents that ensure compliance with the Companies Act, 2013.

Is ROC Filing Mandatory?

Yes, ROC filing is mandatory for all registered companies in India. Companies, whether private limited, public limited, or one-person companies (OPCs), must file annual returns, financial statements, and other required documents with the ROC.

What is an ROC Used For?

The Registrar of Companies (ROC) is responsible for regulating and maintaining company records. ROC filings serve the following purposes:

  1. Legal Compliance: Ensures that companies operate according to legal and financial regulations.
  2. Financial Transparency: Provides financial and operational details to stakeholders, investors, and regulatory authorities.
  3. Corporate Governance: Helps monitor company activities, directorship changes, and business status.
  4. Investor & Public Records: Allows the public and investors to access company details, building trust and credibility.

What Happens if ROC is Not Filed?

Failing to file ROC documents on time can lead to:

  • Late filing penalties – Delayed submissions attract fines that increase over time.
  • Legal action against directors – Directors may face disqualification from managing companies.
  • Deregistration of the company – The ROC may strike off a company for prolonged non-compliance.
  • Difficulty in securing loans or investments – Non-compliance can damage credibility and affect funding opportunities.

What is the Time Limit for ROC Filing?

The time limit for ROC filing depends on the type of document being submitted:

  • AOC-4 (Financial Statements) – Within 30 days of the Annual General Meeting (AGM).
  • MGT-7 (Annual Return) – Within 60 days of the AGM.
  • DIR-3 KYC (Director KYC Compliance) – Annually, by September 30.
  • ADT-1 (Auditor Appointment) – Within 15 days of appointing an auditor.
    INC-20A (Declaration of Business Commencement) – Within 180 days of incorporation for companies with share capital.

Mukesh Goyal

Mukesh Goyal is a startup enthusiast and problem-solver, currently leading the Rize Company Registration Charter at Razorpay, where he’s helping simplify the way early-stage founders start and scale their businesses. With a deep understanding of the regulatory and operational hurdles that startups face, Mukesh is at the forefront of building founder-first experiences within India’s growing startup ecosystem.

An alumnus of FMS Delhi, Mukesh cracked CAT 2016 with a perfect 100 percentile- a milestone that opened new doors and laid the foundation for a career rooted in impact, scale, and community.

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