Incorporating in India: Pvt Ltd vs LLP vs OPC, and a first-90-days checklist
Which entity to register and why it hinges on whether you'll raise, what DPIIT recognition gets you, and the compliance calendar — ROC, GST, TDS — that starts the day you incorporate.
Vishal · today
The frame
The entity is plumbing, but the wrong choice is expensive to undo. Decide on one question: will you raise institutional money and issue stock options? If yes, you need a Private Limited company. If it's a services or lifestyle business you'll fund yourself, an LLP is cheaper to run.
The three options
· Private Limited (Pvt Ltd) — the default for a fundable startup. Can issue equity and ESOPs, take investors, and be acquired cleanly. Costs more to maintain: board meetings, annual ROC filings, statutory audit, a company secretary past a threshold.
· LLP — partners, not shareholders. Much lighter compliance and lower cost. Cannot issue shares or a normal ESOP, and VCs will not invest in one. Fine for a bootstrapped consultancy; wrong for a venture-scale plan.
· One Person Company (OPC) — a Pvt Ltd with a single member, for a solo founder. Converts to a full Pvt Ltd later, but has turnover limits and still carries most of the compliance. Often simpler to start as a Pvt Ltd with two directors.
DPIIT recognition
Free, done through the Startup India portal after incorporation. Gets you eligibility for the SISFS grant and other schemes, self-certification under several labour and environmental laws, faster winding-up, and eligibility to apply for the Section 80-IAC three-year tax holiday (a separate approval). Worth doing early.
First 90 days
· Founders' agreement with vesting — before any dispute, not after.
· PAN, TAN, a current account, and a bookkeeper or accounting software from month one.
· GST registration once you cross the threshold or need input credit.
· Set up the compliance calendar: ROC annual returns, board meetings and minutes, TDS deposits and returns, GST filings, professional tax where it applies.
· Put a CA on a retainer. The filings are routine; the penalties for missing them are not.
A US entity (Delaware C-corp) is usually only worth it if US investors require it — Stripe Atlas is the standard path. Don't set one up "just in case"; it adds a second country's compliance.
This is an orientation, not legal advice — confirm the specifics with a CA or company secretary for your situation.
incorporationindiaprivate limitedllpcompliancedpiit