Private Limited Company Registration in Uttar Pradesh
Register your Pvt Ltd company online anywhere in Uttar Pradesh with a CA-led team — SPICe+ filing, DSC, DIN, name approval, MoA & AoA drafting, PAN, TAN and GST. Since 16 February 2026 the state has two Registrars of Companies: Uttar Pradesh-I at Kanpur and the new Uttar Pradesh-II at Noida. Which one is yours is decided by your administrative division, not by whether you are in "western UP".
- We confirm your Registrar first
- No profession tax in UP
- DSC & DIN for all directors
- PAN, TAN & CIN included
- Nivesh Mitra single-window filings
- FDI & FEMA practice in-house
This Page Used to Contain Two Mistakes. They Were Seven Years Apart.
Until today the frequently-asked-questions section of this page said: "The Registrar of Companies (RoC) Kanpur handles all private limited company incorporations for Uttar Pradesh, along with Uttarakhand."
One sentence, two errors, and the gap between them is the point.
"…along with Uttarakhand" — wrong since October 2018
The office of the Registrar of Companies cum Official Liquidator at Dehradun was established with effect from 29 October 2018, by a notification dated 26 October 2018, "having territorial jurisdiction in the whole State of Uttarakhand". Uttarakhand has had its own Registrar for nearly eight years. Our page had not noticed.
"…all incorporations for Uttar Pradesh" — wrong since February 2026
On 16 February 2026 the Ministry of Corporate Affairs brought notification S.O. 4850(E) into force. Uttar Pradesh went from one Registrar to two: Uttar Pradesh-I at Kanpur and Uttar Pradesh-II at Noida. Six months out of date.
We are opening with our own error deliberately. A stale jurisdiction line is the single most common defect on Indian company-registration pages, and the seven-year-old half of ours is the more instructive one — because nothing happened to draw attention to it. There was no news cycle about RoC Dehradun in 2018. The February 2026 reorganisation at least got written about. If your adviser's website still names RoC Kanpur for the whole of Uttar Pradesh, that is worth knowing before they file on your behalf.
Uttar Pradesh's Two Registrars of Companies
| Registrar | Seated at | Covers | Districts |
|---|---|---|---|
| RoC Uttar Pradesh-I | Kanpur | Fourteen administrative divisions — the whole of central, eastern and southern UP, plus Rohilkhand | 58 |
| RoC Uttar Pradesh-II | Noida (new) | Four administrative divisions — Saharanpur, Meerut, Agra and Aligarh | 17 |
58 + 17 = 75 — every district in Uttar Pradesh, accounted for exactly once. And note what the notification does not say: the Uttar Pradesh-I entry is a bare list of fifty-eight UP districts with no mention of Uttarakhand at all, which is exactly what you would expect given that Uttarakhand moved to RoC Dehradun in 2018.
The Part Everyone Else Has Got Slightly WrongRoC Noida Is Not "Western UP". It Is Exactly Four Divisions.
Almost every account of the February 2026 change describes the new Noida Registrar as covering "western Uttar Pradesh". That is close enough to sound right and wrong enough to send a file to the wrong office.
Set the notification's seventeen districts against the state's administrative divisions and the boundary resolves precisely. RoC Uttar Pradesh-II is four complete divisions, with nothing left over on either side:
| Division | Districts | Count |
|---|---|---|
| Saharanpur | Saharanpur, Muzaffarnagar, Shamli | 3 |
| Meerut | Meerut, Baghpat, Bulandshahr, Gautam Buddha Nagar, Ghaziabad, Hapur | 6 |
| Agra | Agra, Firozabad, Mathura, Mainpuri | 4 |
| Aligarh | Aligarh, Etah, Hathras, Kasganj | 4 |
| Total | 17 | |
Three plus six plus four plus four is seventeen, and every one of those seventeen appears in the notification. No district of any other division is in the list, and no district of these four is missing from it. The Ministry drew the line along divisional boundaries, not along a compass point.
Which matters, because two western divisions stayed with Kanpur
The Moradabad division — Moradabad, Bijnor, Amroha, Rampur and Sambhal — and the Bareilly division — Bareilly, Badaun, Pilibhit and Shahjahanpur — are western Uttar Pradesh by any ordinary use of the phrase. Both stayed with RoC Kanpur. Rohilkhand did not move.
| These two districts share a border | Registrar | Why |
|---|---|---|
| Muzaffarnagar | Noida | Saharanpur division |
| Bijnor | Kanpur | Moradabad division |
| Hapur | Noida | Meerut division |
| Amroha | Kanpur | Moradabad division |
Bijnor files 380 kilometres away in Kanpur while Muzaffarnagar, across the river, files in Noida. Amroha does the same while Hapur, next door, does not. Neither is an anomaly — both follow the divisional line exactly. But "we're in western UP so we're with Noida now" is how a Bijnor or Amroha company ends up with a rejected filing. Check the division, not the direction.
Every District in Uttar Pradesh, and Its Registrar
RoC Uttar Pradesh-II, at Noida — 17 districts
Agra · Aligarh · Baghpat · Bulandshahr · Etah · Firozabad · Gautam Buddha Nagar · Ghaziabad · Hapur · Hathras · Kasganj · Mainpuri · Mathura · Meerut · Muzaffarnagar · Saharanpur · Shamli
RoC Uttar Pradesh-I, at Kanpur — 58 districts
Ambedkar Nagar · Amethi · Amroha · Auraiya · Ayodhya · Azamgarh · Badaun · Bahraich · Ballia · Balrampur · Banda · Barabanki · Bareilly · Basti · Bhadohi · Bijnor · Chandauli · Chitrakoot · Deoria · Etawah · Farrukhabad · Fatehpur · Ghazipur · Gonda · Gorakhpur · Hamirpur · Hardoi · Jaunpur · Jalaun · Jhansi · Kaushambi · Kannauj · Kanpur Dehat · Kanpur Nagar · Kushinagar · Lakhimpur Kheri · Lalitpur · Lucknow · Maharajganj · Mahoba · Mau · Mirzapur · Moradabad · Pilibhit · Pratapgarh · Prayagraj · Raebareli · Rampur · Sambhal · Sant Kabir Nagar · Shahjahanpur · Shravasti · Siddharth Nagar · Sitapur · Sonbhadra · Sultanpur · Unnao · Varanasi
Lucknow, Varanasi, Prayagraj, Gorakhpur, Kanpur and Bareilly — the state capital and five of its largest cities — all file with Kanpur. Noida's territory is smaller in district count but carries a very large share of the state's corporate registrations, which is the practical reason the office was created.
The Regional Directorate Did Not Change — But Uttarakhand's Did
Above the Registrar sits the Regional Director, who handles compounding of offences, condonation of delay and confirmations of registered-office shifts between Registrars. For Uttar Pradesh this level was left alone: both RoC Kanpur and RoC Noida report to the Regional Director, Northern Region, at New Delhi, exactly as before.
Uttarakhand, having already left RoC Kanpur in 2018, moved again in February 2026 — this time at the Regional Directorate level, to the new Northern Region-II at Chandigarh, alongside Haryana, Himachal Pradesh, Punjab, Chandigarh, Ladakh and Jammu & Kashmir.
Which makes Uttar Pradesh the mirror image of Maharashtra. Maharashtra's Registrar map split and its Regional Directorate map split on the same day — it went from two Registrars to four and from one Regional Directorate to two. Uttar Pradesh's Registrar map split and its Regional Directorate map did not move at all. If you operate in both states, that asymmetry is worth holding on to: in UP there is one supervisory office above two Registrars; in Maharashtra there are two above four.
Uttar Pradesh Pays You Most to Go East. Capital Keeps Going West.
Uttar Pradesh's Industrial Investment & Employment Promotion Policy 2022 divides the state into regions and bands its incentives accordingly. The headline item for any project buying land is the stamp duty exemption on industrial land, and the bands are wide:
| Region | Stamp duty exemption on industrial land |
|---|---|
| Purvanchal — the east | 100% |
| Bundelkhand — the south | 100% |
| Madhyanchal — the centre | 75% |
| Paschimanchal — the west | 75% |
| Gautam Buddh Nagar & Ghaziabad | 50% — the lowest band in the state |
The policy could hardly be clearer about its intent. Build in Purvanchal or Bundelkhand and the state waives the duty entirely. Build in Noida or Ghaziabad and it waives half.
And yet capital has been going the other way for years. Under the state's 2021 data centre policy, which used the same fifty-versus-twenty-five split on land subsidy, every one of the seven data centres that actually became operational landed in Gautam Buddh Nagar — the least-favoured band on both policies at once.
And in February 2026 the Registrar map followed the capital rather than the policy. When the Ministry of Corporate Affairs decided Uttar Pradesh needed a second Registrar, it put the office at Noida — in the single least-favoured incentive district in the state. That is not a criticism of either decision. It is simply what happens when one arm of government maps the country by where it wants companies to go and another maps it by where the companies actually are. For anyone choosing a location in Uttar Pradesh, both maps are real and they point in opposite directions.
So how should you actually read that?
If you are buying industrial land, the eastern bands are worth real money
A hundred per cent exemption against fifty on the stamp duty for an industrial plot is a large number on a capital-intensive project, and it is the most certain of the incentives because it lands at purchase rather than after a claim cycle.
If you are not buying land, most of the gradient does not reach you
A services company leasing an office captures very little of a policy built around fixed capital investment. Much of the apparent gap between Purvanchal and Noida simply does not apply to it — which is a large part of why the western districts keep winning those businesses.
Weigh the ecosystem honestly against the subsidy
The western districts offer Delhi-adjacency, an established vendor base, Jewar airport and the deepest experienced-hiring pool in the state. The eastern districts offer materially better terms and cheaper land and labour. Both are defensible answers. The wrong move is to assume the subsidy settles it.
And confirm your district's region before it goes into a plan
The policy assigns districts to regions through an annexure rather than in the headline text, and some districts sit close to the boundary — we have flagged exactly this on our Prayagraj page, which sits near the Purvanchal–Madhyanchal line. We confirm the assignment in writing rather than print a figure we have not verified for your specific district.
Incentive terms are as reported at the time of approval, and the operative scheme document and rules govern. Eligibility is assessed case by case by the Government of Uttar Pradesh. We set out the position; we do not promise an outcome.
Where Uttar Pradesh Beats Everywhere ElseThere Is No Profession Tax in Uttar Pradesh
This is small per employee and it adds up, and it is the one point on which Uttar Pradesh is unambiguously better than the states it competes with for corporate headquarters.
| State | Profession tax | What that means at incorporation |
|---|---|---|
| Uttar Pradesh | None | No PTEC, no PTRC, no monthly deduction, no annual return |
| Maharashtra | Yes | PTEC from day one, PTRC once you have employees, ₹2,500 a year ceiling |
| Karnataka | Yes | Enrolment and registration, taken through SPICe+ |
| West Bengal | Yes | Enrolment and registration, taken through SPICe+ |
| Bihar | Yes | Annual liability on the company and on directors |
| Delhi & Haryana | None | Same position as UP |
A company registered in Uttar Pradesh has no profession tax registration to obtain, no monthly deduction to configure in payroll and no annual return to miss. Note that the AGILE-PRO-S part of the SPICe+ form carries a profession tax field — it applies only to Maharashtra, Karnataka and West Bengal, and it is simply left alone for a UP incorporation.
The Consequence of Having Two RegistrarsMoving Between Kanpur and Noida Now Needs a Regional Director's Order
The proviso to section 12(5) of the Companies Act 2013 provides that a company shall not change the place of its registered office from the jurisdiction of one Registrar to the jurisdiction of another Registrar within the same State unless the change is confirmed by the Regional Director.
Until 15 February 2026 that proviso could not bite inside Uttar Pradesh at all, because the state had only one Registrar. Every intra-state move was a plain INC-22. It now bites on any move that crosses the Kanpur–Noida line:
| Move | Distance | Position now |
|---|---|---|
| Lucknow → Noida | ~500 km | Crosses. Regional Director confirmation needed |
| Moradabad → Meerut | ~90 km | Crosses. Regional Director confirmation needed |
| Meerut → Agra | ~340 km | Both RoC Noida — plain INC-22 |
| Varanasi → Lucknow | ~300 km | Both RoC Kanpur — plain INC-22 |
| Prayagraj → Gorakhpur | ~270 km | Both RoC Kanpur — plain INC-22 |
Moradabad to Meerut is ninety kilometres and it crosses. Meerut to Agra is three hundred and forty and it does not. Distance has nothing to do with it.
What the move takes when the proviso applies
Board resolution, then a special resolution
Board meeting to approve the shift and convene the general meeting, then a special resolution of the members.
Form MGT-14
The special resolution goes to the Registrar within thirty days.
Form INC-23 to the Regional Director
Application under rule 28 of the Companies (Incorporation) Rules 2014, with declarations on workmen's dues, creditor consent and pending prosecutions.
The order, within fifteen days
Rule 28 requires the Regional Director to pass an order within fifteen days of receipt of an application complete in all respects. A query restarts that clock, which is why the file has to be right first time.
Forms INC-28 and INC-22
Certified copy of the order in INC-28 within thirty days, then the new address in INC-22 with address proof, utility bill and the owner's no-objection.
The 2017 amendment to rule 28 removed the older requirement to advertise the proposed shift in newspapers and to serve individual notices on creditors and debtors, which is what keeps this a matter of weeks rather than months. If the company holds or intends to claim state incentives, check the effect of the move under the incentive scheme before the special resolution is passed, not after.
Company Registration Across Uttar Pradesh
We file across the state. Each card shows the Registrar and the incentive region, and the city pages carry the local detail.
Noida
Sectors 62, 63, 125–142, Film City, and the seat of the new Registrar itself.
RoC Noida · Meerut division · 50% band
Greater Noida
Knowledge Park, Ecotech, Jewar and the airport corridor.
RoC Noida · Meerut division · 50% band
Meerut
Partapur, Mohkampur, the sports-goods cluster and the Namo Bharat corridor.
RoC Noida · Meerut division · Paschimanchal
Agra & Mathura
Leather, footwear and the Braj belt.
RoC Noida · Agra division · Paschimanchal
Saharanpur & Muzaffarnagar
Woodcraft, paper, sugar and jaggery.
RoC Noida · Saharanpur division · Paschimanchal
Lucknow
The state capital, IT and government-facing business.
RoC Kanpur · Lucknow division · Madhyanchal
Kanpur
Leather, textiles, defence corridor — and the seat of RoC Uttar Pradesh-I.
RoC Kanpur · Kanpur division · Madhyanchal
Prayagraj
Education, legal services and the eastern corridor.
RoC Kanpur · Prayagraj division · near the Purvanchal line
Varanasi & Gorakhpur
Handloom, tourism, the eastern industrial push.
RoC Kanpur · Purvanchal — 100% band
Bareilly & Moradabad
Rohilkhand — brassware, furniture, zari. Western UP that stayed with Kanpur.
RoC Kanpur · Paschimanchal
Jhansi & Bundelkhand
The defence corridor node and the southern districts.
RoC Kanpur · Bundelkhand — 100% band
Why Uttar Pradesh, and Where the State Is Genuinely Strong
The largest domestic market in India
No state comes close on population. For anything sold to Indian consumers or distributed through Indian retail, being inside that market rather than shipping into it is a structural advantage.
Delhi adjacency without Delhi costs
Noida, Greater Noida and Ghaziabad sit on the capital's edge with materially lower rent and land cost, and the Jewar airport corridor is reshaping the western districts' logistics case.
The defence industrial corridor
Nodes at Aligarh, Agra, Jhansi, Kanpur, Chitrakoot and Lucknow, with a procurement pipeline attached — one of the few genuinely national-scale industrial programmes anchored in the state.
Expressways that actually got built
Yamuna, Agra–Lucknow, Purvanchal and Bundelkhand expressways have changed the road time between the eastern districts and the National Capital Region, which is what makes the eastern incentive bands usable at all.
No profession tax
A permanent, structural saving against Maharashtra, Karnataka, West Bengal and Bihar, and one fewer registration and return to maintain.
Nivesh Mitra
The state's single-window portal genuinely does consolidate a long list of departmental approvals, which reduces the number of separate counters a new project has to find.
Instant Cost Estimator — Pvt Ltd in Uttar Pradesh
Get an indicative professional-fee estimate based on your company structure. Government fees (ROC, stamp duty, DSC tokens) are charged at actuals and confirmed on your free call.
Setting up an Indian subsidiary for an overseas parent? Use our foreign subsidiary set-up cost estimator instead — the cost structure is different.
Step-by-Step Registration Procedure
Settle the district, and therefore the division
The division decides whether you file at Kanpur or Noida. We confirm it against the notification before anything is drafted, because it is the one thing that cannot be corrected later without a Regional Director's order.
Digital Signature Certificate (DSC)
A Class 3 DSC for every proposed director, through Aadhaar OTP or video KYC. For a foreign director the route is passport-based with notarisation and apostille — usually the longest item on the critical path.
Director Identification Number (DIN)
Allotted through SPICe+ itself for first-time directors. At least one director must be resident in India.
Name reservation and approval
Two proposed names through SPICe+ Part A. Check first with our company name availability tool.
Drafting MoA and AoA
Objects, share classes, reserved matters, transfer restrictions and board composition, aligned to any shareholders' agreement. For a project that will apply under a state scheme, the objects clause gets read again later — worth drafting broadly enough at incorporation.
Filing SPICe+ with the correct Registrar
SPICe+ Part B with AGILE-PRO-S (INC-35) and INC-9. The profession tax field in AGILE-PRO-S does not apply in Uttar Pradesh and is left alone.
Certificate of Incorporation, PAN and TAN
The certificate carries the CIN and names the office — Uttar Pradesh-I at Kanpur or Uttar Pradesh-II at Noida. Since 2026 "RoC Kanpur" is no longer the answer for every UP company.
Post-incorporation setup
Current account activation, GST registration if not taken through AGILE-PRO-S, Udyam registration, shops and establishments registration through Nivesh Mitra, and — if foreign money is coming in — the time-bound FC-GPR filing.
Documents Required for Registration
For Indian directors and shareholders
- PAN card (mandatory for Indian nationals)
- Aadhaar card
- Passport-size photograph
- Identity proof — Voter ID, Passport or Driving Licence
- Address proof — bank statement or utility bill, not older than two months
- Email ID and mobile number linked to Aadhaar
For a foreign parent or foreign director
- Passport and address proof, notarised and apostilled in the home country
- Board resolution of the parent authorising the Indian investment and naming the authorised signatory
- Certificate of incorporation and charter documents of the parent, apostilled
- Proof of the registered office — utility bill, NOC from the owner, and the rent or lease agreement
A residential address is valid anywhere in the state. Co-working works where the agreement and a utility bill in the provider's name are available. One caution specific to the western districts: for an industrial plot allotted by an authority such as NOIDA, Greater Noida or UPSIDA, confirm the allotment position and permitted use before the address goes into the MoA.
Timeline & Cost Overview
| Stage | Typical time | What decides it |
|---|---|---|
| DSC for all directors | 1–2 working days | Same day for Indian directors with Aadhaar OTP; several days if a foreign director needs apostilled documents |
| Name approval (SPICe+ Part A) | 1–3 working days | Distinctiveness against a very large registry |
| Drafting and signing MoA, AoA, INC-9 | 1–2 working days | Longer where a shareholders' agreement has to be reflected |
| SPICe+ Part B, AGILE-PRO-S processing | 3–5 working days | Registrar queue and whether the file attracts a resubmission |
| Total, clean file | 7–10 working days | A resubmission typically adds three to five working days |
Stamp Duty on MoA & AoA in Uttar Pradesh
Uttar Pradesh charges stamp duty on the Memorandum and Articles of Association with reference to your authorised share capital, collected electronically through SPICe+ at the point of incorporation. Because the rate depends on your capital structure and the schedule is amended from time to time, we do not print a figure here — we confirm the exact amount for your capital at the time of filing, and it appears on your quote before you pay anything.
Use our stamp duty calculator for an indicative comparison across states. It is a state levy, so it is the one part of your incorporation cost that genuinely differs depending on where you register.
Do not confuse this with the incentive exemption. The stamp duty above is on your incorporation documents and is payable everywhere in Uttar Pradesh, Purvanchal included. The 100%, 75% and 50% bands set out earlier are exemptions on stamp duty on industrial land for eligible projects under the state's investment policy. They are different taxes on different instruments, and they are regularly run together on other websites.
GST State Code, PAN & TAN AO Code
Every GSTIN issued in the state begins 09, followed by the company's PAN.
Decided by your district's administrative division, as set out above.
Unchanged in February 2026, and the same office for both UP Registrars.
Allotted automatically through SPICe+ based on the registered office address; no separate application.
Uttar Pradesh does not levy it. No PTEC, no PTRC, no return.
Registration under the UP Dookan Aur Vanijya Adhishthan Adhiniyam 1962, through the state's single-window portal.
FDI, FEMA and the Filings That Follow Incorporation
Incorporation is the easy half. Where there is foreign money the filings that follow are time-bound, and the penalties for missing them are real.
Entry route
Most sectors permit 100% foreign investment under the automatic route with no prior approval. Some — defence, broadcasting, print media, multi-brand retail — need government approval. Sector and activity are checked against the FDI Policy before the objects clause is drafted.
Entity Master and the Single Master Form
Before the first FC-GPR the company registers on the RBI's FIRMS portal through the Entity Master. Companies routinely discover this only when the FC-GPR is already due.
Pricing and valuation
Shares issued to a non-resident cannot be priced below fair value on an internationally accepted methodology, certified by a merchant banker or chartered accountant. Section 56(2)(viib) and rule 11UA also apply on the income-tax side.
Form FC-GPR
Filed within 30 days of allotment. Allotment must happen within 60 days of receiving the money, failing which it is refundable within 15 days. FC-GPR filing →
Annual FLA return
The Foreign Liabilities and Assets return is due by 15 July each year for every company holding foreign investment, including years when nothing new came in.
FC-TRS on transfers
Any transfer of shares between a resident and a non-resident is reported in FC-TRS within 60 days. Secondary transfers are missed far more often than fresh issues.
Where there is a foreign parent there will usually be international transactions with associated enterprises, bringing transfer pricing documentation and Form 3CEB, and outward remittances requiring Form 15CA and 15CB. If the structure is a branch, liaison or project office rather than a subsidiary, see branch office, liaison office and project office registration, or our foreign subsidiary company service.
Licences & Registrations Applicable in Uttar Pradesh
Applies to almost every UP company
- Shops and establishments registration under the 1962 Act, through Nivesh Mitra
- GST registration — on crossing the threshold, or immediately for inter-state supply, e-commerce and exports
- Udyam (MSME) registration — free, and it unlocks the 45-day payment protection
- EPFO and ESIC — applied for through AGILE-PRO-S; obligations bite at the statutory headcounts
- No profession tax registration — there is nothing to obtain
Sector and project-specific
- UPSIDA or authority plot allotment and transfer approvals
- UPPCB consent to establish, then consent to operate — before construction, not after
- Factories Act licence and labour department approvals
- Incentive registration and claim filings under the state investment policy
- Import Export Code for anything crossing a customs frontier
- FSSAI, PESO, drug licence and sector registrations as applicable
- POSH — an internal committee is mandatory at ten or more employees
- Trademark registration — in the company's name, not a founder's
Why Choose TAXAJ for Your Uttar Pradesh Company
We check the division, not the direction
"Western UP" is not a jurisdiction. We confirm your district against the notification's list before anything is drafted — the difference between Bijnor and Muzaffarnagar is two different Registrars.
We read the notification itself
Every district list on this page is quoted from S.O. 4850(E) and checked member-for-member against the state's divisions table. Where we have not verified something — the exact stamp duty schedule, a district's incentive region — we say so instead of printing a number.
India entry, end to end
Apostille chains, entry route, valuation, Entity Master, FC-GPR, FLA, FC-TRS and transfer pricing — the work that decides whether a subsidiary runs cleanly.
Delhi office, next door
Our Dwarka office is inside the National Capital Region, which is the practical catchment for Noida, Greater Noida, Ghaziabad and Meerut. For the rest of the state the process is fully online.
CA, CS and lawyer in one team
Incorporation, tax, GST, ROC, FEMA and legal drafting handled by one accountable team instead of four vendors who each blame the others.
We will tell you not to
If the right answer is a different district — or a different state — we will say so before you file. We have said exactly that on our Noida page about the incentive bands.
TAXAJ does not have an office in Uttar Pradesh. We serve clients across the state from our offices in Delhi, Bengaluru, Bihar and Goa, and the entire incorporation is online — DSC by video KYC, documents by secure upload, filings through the MCA portal. We say this plainly because a firm that invents a local address on its website is telling you something about how it will handle yours.
Post-Incorporation Compliances
Immediate — first 30 to 180 days
- Bank account activation and deposit of subscription money
- Form INC-20A declaration of commencement of business within 180 days
- First board meeting within 30 days of incorporation
- Auditor appointed within 30 days, in Form ADT-1
- Shops and establishments registration through Nivesh Mitra
- FC-GPR within 30 days of allotment, if foreign money has come in
Annual
- AOC-4 — financial statements, within 30 days of the AGM
- MGT-7 or MGT-7A — annual return, within 60 days of the AGM
- DIR-3 KYC for every director, by 30 September
- Income tax return and, where applicable, tax audit and Form 3CEB
- FLA return by 15 July where there is foreign investment
- Incentive claim filings where a registration is held under the state policy
See our full annual compliance guide for private limited companies.
Private Limited vs LLP vs OPC in Uttar Pradesh
| Question | Private Limited | LLP | OPC |
|---|---|---|---|
| Can it raise equity from investors? | Yes | No | No — must convert first |
| Minimum members | 2 | 2 | 1, plus a nominee |
| Foreign investment | Automatic route in most sectors | Automatic route only where 100% FDI is allowed without conditions | Not permitted for non-residents to hold |
| Suits a project claiming state incentives | Yes — the structure the schemes and lenders assume | Workable, but harder to fund | No |
| ESOPs | Yes | No | Not practical |
| Annual compliance burden | Highest | Lighter | Moderate |
| Profession tax in UP | None | None | None |
| Suits | Anything that will raise money, hire, build or be acquired | Professional services, family businesses, holding structures | A single founder testing an idea |
Compare in detail: private limited company, LLP registration and one person company.
Frequently Asked Questions
How many Registrars of Companies does Uttar Pradesh have now?
Two. RoC Uttar Pradesh-I at Kanpur, covering fifty-eight districts, and RoC Uttar Pradesh-II at Noida, covering seventeen. The second office was created by notification S.O. 4850(E) with effect from 16 February 2026. Before that date every company in the state filed at Kanpur.
Does RoC Kanpur still cover Uttarakhand?
No, and it has not since 2018. The office of the Registrar of Companies cum Official Liquidator at Dehradun was established with effect from 29 October 2018, with territorial jurisdiction over the whole State of Uttarakhand. Any page still saying RoC Kanpur covers Uttarakhand — including, until today, this one — is close to eight years out of date.
Is RoC Noida just "western Uttar Pradesh"?
No, and this is the most common mistake about the new office. RoC Uttar Pradesh-II is exactly four administrative divisions — Saharanpur, Meerut, Agra and Aligarh — which come to seventeen districts with nothing left over. The Moradabad division (Moradabad, Bijnor, Amroha, Rampur, Sambhal) and the Bareilly division (Bareilly, Badaun, Pilibhit, Shahjahanpur) are western UP too, and both stayed with Kanpur.
My district borders one that moved. How do I check which Registrar is mine?
Check your division, not your direction or your distance. Bijnor borders Muzaffarnagar but is in the Moradabad division, so it files at Kanpur while Muzaffarnagar files at Noida. Amroha borders Hapur with the same result. The seventeen Noida districts are Agra, Aligarh, Baghpat, Bulandshahr, Etah, Firozabad, Gautam Buddha Nagar, Ghaziabad, Hapur, Hathras, Kasganj, Mainpuri, Mathura, Meerut, Muzaffarnagar, Saharanpur and Shamli. Everything else in the state files at Kanpur.
Which Registrar covers Lucknow, Varanasi and Prayagraj?
RoC Uttar Pradesh-I at Kanpur. So do Gorakhpur, Bareilly, Moradabad, Jhansi and Kanpur itself. The state capital and five of its largest cities are all on the Kanpur side; Noida's territory is smaller in district count but carries a large share of the state's corporate registrations, which is why the office was created.
Did the Regional Director change for Uttar Pradesh?
No. Both UP Registrars report to the Regional Director, Northern Region, at New Delhi, exactly as before February 2026. This makes Uttar Pradesh the mirror image of Maharashtra, where the Registrar map split into four and the Regional Directorate map split into two on the same day. Uttarakhand did move at Regional Directorate level, to the new Northern Region-II at Chandigarh.
Can I move my registered office within Uttar Pradesh later?
It depends whether you cross the Kanpur–Noida line. A move inside one Registrar's territory — Varanasi to Lucknow, or Meerut to Agra — remains a plain INC-22. A move that crosses requires confirmation by the Regional Director under the proviso to section 12(5): board resolution, special resolution, MGT-14, an application in INC-23 under rule 28, the Regional Director's order, then INC-28 and INC-22. Distance is irrelevant — Moradabad to Meerut is ninety kilometres and crosses; Meerut to Agra is three hundred and forty and does not.
Is there profession tax in Uttar Pradesh?
No. Uttar Pradesh does not levy profession tax, so there is no PTEC, no PTRC, no monthly payroll deduction and no annual return. This is a genuine structural saving against Maharashtra, Karnataka, West Bengal and Bihar. The profession tax field in the AGILE-PRO-S part of SPICe+ applies only to Maharashtra, Karnataka and West Bengal and is simply left alone for a UP incorporation.
How much is stamp duty on incorporation in Uttar Pradesh?
It is charged with reference to your authorised share capital and collected through SPICe+ at incorporation. Because the rate depends on your capital structure and the schedule is amended from time to time, we confirm the exact figure for your capital at the time of filing rather than publishing one here. Do not confuse it with the stamp duty exemption on industrial land under the state investment policy — different tax, different instrument.
Which part of Uttar Pradesh gives the best incentives?
On the headline stamp duty exemption on industrial land, the state's policy bands are Purvanchal and Bundelkhand at 100%, Madhyanchal and Paschimanchal at 75%, and Gautam Buddh Nagar and Ghaziabad at 50% — the lowest in the state. So the policy pays you most to build in the east and south. Note that much of that gradient reaches only projects buying land; a services company leasing an office captures very little of it, which is a large part of why the western districts keep winning those businesses anyway. Incentive terms are as reported and the operative scheme document governs; eligibility is assessed case by case by the Government of Uttar Pradesh.
Do I need to be in Uttar Pradesh to register a company there?
No. The whole process is online — DSC through Aadhaar OTP or video KYC, documents by secure upload, and filing through the MCA portal. TAXAJ has no Uttar Pradesh office; our nearest is in Dwarka, Delhi, inside the National Capital Region. You will need a genuine registered-office address in the state, which the Registrar can and does verify.
I incorporated in UP before February 2026. Does anything change for me?
Your CIN does not change and your company does not have to do anything. If your district is one of the seventeen, your file now sits with RoC Noida rather than RoC Kanpur, and future filings and correspondence go there. What is worth checking is whether your adviser has noticed — a filing addressed to the wrong office is the practical risk, not the reallocation itself.
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