To register a private limited company in Noida, you file the MCA's SPICe+ form online; it is processed centrally by the Central Registration Centre, the company is registered with ROC Uttar Pradesh-II, seated at Noida since 16 February 2026, and the Certificate of Incorporation arrives with PAN and TAN, typically in 7-10 working days. The MCA filing fee is nil up to ₹15 lakh authorised capital, so government cost is the ₹1,000 name fee, UP stamp duty on the MOA and AOA, and DSCs. Our professional fee is from ₹1,999 plus GST, with every government charge and DSC shown separately at actuals.
| Item | Position for Noida |
|---|---|
| Registrar (after incorporation) | ROC Uttar Pradesh-II, seated at Noida |
| Regional Director | RD Northern Region-I, New Delhi |
| ROC UP-II districts | 17 western UP districts, including Gautam Buddha Nagar (Noida, Greater Noida) and Ghaziabad |
| Governing Act | Companies Act, 2013 |
| Primary form | SPICe+ (INC-32) |
| MCA filing fee | Nil up to ₹15 lakh authorised capital |
| Name reservation | ₹1,000 per name through SPICe+ Part A |
| Stamp duty state | Uttar Pradesh rate on the MOA and AOA, computed in the SPICe+ challan |
| Professional tax | None. Uttar Pradesh does not levy professional tax. |
| Local authority | New Okhla Industrial Development Authority (NOIDA) |
| Typical timeline | 7-10 working days |
| First deadlines | Board meeting and first auditor within 30 days; INC-20A within 180 days |
In short: a Noida company is incorporated online through SPICe+ (INC-32) with at least two directors and two shareholders, no minimum capital and a registered office in Noida. The SPICe+ file is examined by the Central Registration Centre, the company's file then sits with ROC Uttar Pradesh-II at Noida, and the Certificate of Incorporation carries the CIN, PAN and TAN together.
A private limited company registered in Noida is a separate legal entity incorporated under the Companies Act, 2013, with its registered office inside Uttar Pradesh and its statutory file held by ROC Uttar Pradesh-II. The registrar is not incidental. It determines where your records sit, which office handles inspections and objections, and which Regional Director hears any application that needs one.
Recent change: Noida filings moved from ROC Kanpur to the new ROC UP-II at Noida on 16 February 2026, putting the registrar in the same city as the applicant for the first time.
ROC UP-II at Noida was carved out of ROC Kanpur by MCA notification S.O. 4850(E) and covers 17 districts of western Uttar Pradesh: Agra, Aligarh, Baghpat, Bulandshahr, Etah, Firozabad, Gautam Buddha Nagar, Ghaziabad, Hapur, Hathras, Kasganj, Mainpuri, Mathura, Meerut, Muzaffarnagar, Saharanpur and Shamli. The rest of Uttar Pradesh stays with ROC Kanpur. Founders in Greater Noida and Ghaziabad file with the same Noida registrar.
Sector 62, Sector 63, Sector 16A Film City, Sector 18 and the Noida Expressway corridor all sit in Gautam Buddha Nagar and file with ROC UP-II at Noida.
Minimum requirements are two directors and two shareholders, at least one director resident in India, and a registered office address in Noida supported by acceptable proof.
Registered-office proof is the most common cause of objection on Noida files. The name on the utility bill, the NOC and the lease must agree.
Class 3 DSCs are issued for every proposed director and subscriber. Nothing can be filed until these are live.
The proposed name is reserved through SPICe+ Part A. The Central Registration Centre (CRC) checks it against existing company and LLP names and registered trademarks.
The Memorandum and Articles are drafted with the registered-office clause stating a Noida address inside Uttar Pradesh.
The incorporation application is filed electronically and processed centrally by the Central Registration Centre (CRC); the company's file then sits with ROC Uttar Pradesh-II. Stamp duty on the MOA and AOA is charged on authorised share capital, not paid-up capital, and is paid electronically through the SPICe+ gateway at the rate of the state where the registered office sits. For a Noida office, UP rates apply. AGILE-PRO-S, filed with Part B, applies for EPFO, ESIC and the bank account in one go. It does not cover the UP Shops and Establishments registration, which is made separately after incorporation.
The Central Registration Centre examines the SPICe+ file. Any objection comes back as a resubmission request from the CRC; the local registrar takes over the company file after incorporation.
The CRC issues the Certificate of Incorporation with CIN, along with PAN and TAN. Post-incorporation filings go to ROC UP-II.
Bank account opening, issue of share certificates, INC-20A commencement filing within 180 days, registration under the Uttar Pradesh Dookan Aur Vanijya Adhishthan Adhiniyam, 1962 where the establishment falls within scope, and a trade licence where New Okhla Industrial Development Authority (NOIDA) requires one for your activity.
| Stage | Working days | Depends on |
|---|---|---|
| DSC issuance | 1 - 2 | Video KYC completion by each director |
| Name reservation | 1 - 3 | CRC name scrutiny queue |
| Drafting and signing | 1 - 2 | Turnaround on signed documents |
| SPICe+ processing | 3 - 5 | CRC workload; resubmissions restart this stage |
| Total | 7-10 | Assumes complete documents at the outset |
| Head | Payable to | Amount or basis |
|---|---|---|
| SPICe+ filing fee | Ministry of Corporate Affairs | Nil where authorised capital is up to ₹15 lakh; scale fee above that |
| Name reservation | Ministry of Corporate Affairs | ₹1,000 per name; an approved name is held for 20 days |
| MOA and AOA stamp duty | Uttar Pradesh government | UP rate, computed and e-stamped in the SPICe+ challan |
| DSC | Certifying authority | Per director and subscriber |
| PAN and TAN | Income Tax Department | Collected in the same SPICe+ challan |
Stamp duty on the MOA and AOA follows the state of the registered office. For a Noida office, Uttar Pradesh duty applies, and it is collected electronically through SPICe+ rather than on physical stamp paper.
We confirm the UP stamp duty figure from the live SPICe+ computation before payment rather than quoting a static table, because state rates are revised from time to time. For a rough total before you start, the company registration cost calculator adds stamp duty, name, DSC and professional fees by state.
| Line | Amount | Note |
|---|---|---|
| Authorised capital | ₹1,00,000 | Two directors, one approved name |
| SPICe+ filing fee | Nil | Capital is below ₹15 lakh |
| Name reservation | ₹1,000 | Paid to MCA |
| UP stamp duty on MOA and AOA | As computed in SPICe+ | Paid in the same challan |
| DSCs for two directors | At actuals | Charged separately |
| Our professional fee | ₹1,999 | Essential plan |
| GST on our fee at 18% | ₹359.82 | Professional fee total ₹2,358.82 |
Illustrative scenario. Raising authorised capital above ₹15 lakh at incorporation brings in the MCA scale fee and a higher stamp duty slab, so most first-time founders keep capital within that limit and increase it later when funding arrives.
| Plan | Professional fee | Covers |
|---|---|---|
| Essential | From ₹1,999 | DSC coordination (DSC cost charged separately), name reservation, MOA and AOA, SPICe+ filing, PAN and TAN |
| Growth | On quote | Essential plus GST registration, INC-20A, first-year compliance calendar |
| Complete | On quote | Growth plus bookkeeping setup, shareholders agreement, ESOP groundwork |
All plans exclude GST. MCA fees and stamp duty are paid at actuals and shown separately on your invoice.
All fees and charges listed are indicative only and do not constitute a binding offer. Final amounts may vary depending on the volume of work and the complexity involved.
| Requirement | Due | Basis |
|---|---|---|
| First board meeting | Within 30 days of incorporation | Section 173(1), Companies Act, 2013 |
| Appointment of first auditor by the board | Within 30 days of incorporation | Section 139(6) |
| Share certificates to subscribers | Within 60 days of incorporation | Section 56(4)(a) |
| INC-20A declaration of commencement of business | Within 180 days of incorporation | Section 10A |
| GST registration | Within 30 days of becoming liable | Section 25(1), CGST Act |
| UP Shops and Establishments registration | When the establishment falls within scope | Uttar Pradesh Dookan Aur Vanijya Adhishthan Adhiniyam, 1962 |
| Professional tax | Not applicable | Uttar Pradesh does not levy professional tax |
Our INC-20A filing service and annual ROC compliance pick up from incorporation day. The national guide on how to register a private limited company walks through each SPICe+ step in more detail.
| Default | Consequence |
|---|---|
| INC-20A not filed within 180 days | Penalty on company and officers under Section 10A of the Companies Act, 2013, and the registrar may initiate removal of the company's name |
| Annual returns not filed | Daily default fee under Section 92, with directors exposed to disqualification under Section 164(2) |
| DIR-3 KYC not filed | DIN deactivated and a reactivation fee of ₹5,000 |
| Registered office not maintained | Penalty under Section 12 and the registrar may act on the file |
| Pvt Ltd | LLP | OPC | Partnership | |
|---|---|---|---|---|
| Filed with | ROC UP-II | ROC UP-II | ROC UP-II | Registrar of Firms, Uttar Pradesh |
| Liability | Limited | Limited | Limited | Unlimited |
| Minimum people | 2 | 2 | 1 | 2 |
| Investor ready | Yes | Rarely | No | No |
| Compliance load | High | Moderate | Moderate | Low |
We are a CA and CS practice operating under DSG CORPORATE FINANCIAL ADVISORS LLP, working with founders across India from our Kolkata base. We do not maintain an office in Noida and we will not pretend otherwise. Incorporation is an electronic process, and what determines whether your file clears is whether the registered-office district, the registrar and the state stamp duty are identified correctly at the outset.
| Reference | Relevance |
|---|---|
| Companies Act, 2013 | Governs incorporation, Section 7 for the procedure and Section 12 for registered office |
| Companies (Incorporation) Rules, 2014 | Prescribes SPICe+ and supporting forms |
| Indian Stamp Act, 1899 as applied in Uttar Pradesh | MOA and AOA stamp duty on authorised capital |
| Uttar Pradesh Dookan Aur Vanijya Adhishthan Adhiniyam, 1962 | Establishment registration with the Labour Department, Uttar Pradesh |
| New Okhla Industrial Development Authority (NOIDA) byelaws | Trade licence and local establishment obligations |
| MCA notification effective 16 February 2026 | Established ROC Uttar Pradesh-II and set its jurisdiction |
Authority sources: Ministry of Corporate Affairs at mca.gov.in, and the Press Information Bureau release on the Registrar restructure (Release ID 2210213).
A Sector 62 product company had historically filed everything to Kanpur, roughly 480 km away, and had built its compliance calendar around that assumption. From 16 February 2026 its registrar became ROC UP-II, seated in Noida itself. Physical inspections, record retrieval and any registrar correspondence now sit in the same city as the office.
Illustrative scenario based on typical file patterns. Not a named client engagement.
Same city: LLP Registration in Noida, OPC Registration in Noida, Section 8 Registration in Noida, Partnership Firm Registration in Noida, Sole Proprietorship Registration in Noida.
National pages: GST Registration, Annual ROC Filing, Startup India Registration, Trademark Registration.
For authorised capital up to ₹15 lakh, the MCA filing fee is nil. You pay ₹1,000 for name reservation, Uttar Pradesh stamp duty on the MOA and AOA as computed in SPICe+, and DSCs for each director. Our professional fee starts at ₹1,999 plus 18% GST. Government charges are paid at actuals and shown separately on the invoice.
ROC Uttar Pradesh-II, seated at Noida. ROC UP-II at Noida was carved out of ROC Kanpur and covers the 17 westernmost districts of Uttar Pradesh, including Gautam Buddha Nagar.
Yes. Noida filings moved from ROC Kanpur to the new ROC UP-II at Noida on 16 February 2026, putting the registrar in the same city as the applicant for the first time. Filings made on the old assumption are a common cause of avoidable objections.
Stamp duty on the MOA and AOA is charged at the Uttar Pradesh rate, because the registered office is in Noida, and is paid electronically in the SPICe+ challan. It depends on authorised capital, not paid-up capital. We confirm the exact figure from the live SPICe+ computation before payment rather than quoting a static table, since state rates are revised from time to time.
No. We work from Kolkata and the entire incorporation is electronic. What matters is that your registered office is in Noida and that the file goes to ROC UP-II.
None. Uttar Pradesh does not levy professional tax. This is a genuine saving for founders relocating from Maharashtra, West Bengal or Karnataka.
NOIDA Authority handles plot allotment, lease deeds and change-of-use directly; there is no separate municipal corporation. This is separate from the ROC filing and runs on its own timeline.
Typically 7-10 working days from complete documents: 1-2 days for DSCs, 1-3 days for name approval, 1-2 days to draft and sign, and 3-5 days of CRC processing. A resubmission request from the CRC is the main thing that extends the timeline, which is why registered-office proofs are checked before filing.
Yes. A residential flat or house in Noida can be the registered office. You need a utility bill dated within two months, the rent or lease agreement if you do not own it, and a no-objection certificate from the owner. The names on all three must match, because mismatched proofs are the most common reason the CRC sends a file back.
Yes. ROC Uttar Pradesh-II covers 17 western UP districts, including Gautam Buddha Nagar, which contains both Noida and Greater Noida, and Ghaziabad. Companies with a registered office in Lucknow, Kanpur or the eastern districts continue to file with ROC Kanpur. The registrar follows the district of the registered office, not where the directors live.
Usually, once you open an office or shop in Noida with staff. Registration is under the Uttar Pradesh Dookan Aur Vanijya Adhishthan Adhiniyam, 1962 with the UP Labour Department, where the establishment falls within its scope. It is not part of SPICe+ or AGILE-PRO-S for Uttar Pradesh, so it is filed separately after incorporation.
Yes. NRIs and foreign nationals can be directors and shareholders, provided at least one director is resident in India. They sign with a DSC and give a passport as identity proof, with overseas documents attested as the MCA requires. Foreign investment also brings FEMA reporting after the shares are allotted, which we plan into the timeline.
Hold the first board meeting and appoint the first auditor within 30 days, issue share certificates within 60 days, and file INC-20A within 180 days once the subscribers' money is in the company's bank account. Add GST within 30 days of becoming liable and UP Shops and Establishments registration where it applies. Uttar Pradesh has no professional tax.
Tell us what you need and a real CA calls you back, with no scripts and no transfers. Call 72783 76654. Mon - Sat, 10:00 AM - 7:00 PM IST.
Reviewed by CA & CS Team - CorporateWalla · Last Updated 14 October 2026 · · Sources: Ministry of Corporate Affairs, PIB Release 2210213
Canonical: https://corporatewalla.com/noida/private-limited-company-registration
