A two-founder SaaS company approached us ahead of their seed fundraise. They had a product in beta and an investor who had expressed interest in committing — but no formal legal entity. The investor required a Private Limited Company structure with DPIIT recognition before issuing a term sheet. The founders had ten days before their investor meeting.
“They had a product ready, an investor ready, and ten days to build the legal infrastructure that would allow the round to close.”
Why a Private Limited Company?
For a SaaS startup raising external funding, a Private Limited Company is the only practical structure. It allows equity-based funding through share allotments, structured shareholding between founders and investors, and the issuance of ESOPs to attract early talent. A Limited Liability Partnership — while popular for professional services — cannot issue equity shares, which would have blocked the fundraise entirely. A sole proprietorship or partnership provides no limited liability shield and offers no mechanism for a formalised investor entry.
The choice of structure here was straightforward: Private Limited, incorporated under the Companies Act, 2013.
Our Approach
We began with a documentation checklist and structured the work in parallel rather than in sequence. The incorporation filing (SPICe+) and DPIIT recognition preparation ran concurrently wherever the regulations permitted. The goal was to eliminate idle time between milestones.
We also spent the first day drafting a Memorandum and Articles of Association tailored to a technology startup — not a generic template. Standard templates do not reserve ESOP pools, do not include drag-along or tag-along provisions, and are not structured to accommodate future investor rights. A tailored MoA/AoA took an additional half-day but saved the founders from amending the constitutional documents at a later stage when investor lawyers would have flagged the gaps.
The 10-Day Timeline
Days 1 – 2
Name Reservation (RUN)
Two name options submitted to MCA via RUN (Reserve Unique Name) with a brief description of the proposed SaaS business. First choice approved on Day 2.
Days 3 – 4
MoA, AoA & Director Documentation
Memorandum and Articles of Association drafted with ESOP pool reservation, technology-specific objects, and investor-compatible provisions. PAN, Aadhaar, and address documents compiled for both founders as proposed directors.
Days 5 – 6
SPICe+ Filing
Integrated incorporation form submitted to MCA, covering incorporation, PAN, TAN, EPFO/ESIC registration, and bank account mandate. Digital signatures obtained for both directors.
Day 7
Certificate of Incorporation
RoC processed the SPICe+ and issued the Certificate of Incorporation. CIN allotted. The entity was now a legally constituted Private Limited Company.
Days 8 – 9
DPIIT Self-Certification Application
Start-up India portal application submitted with incorporation documents, founders' declaration, and description of the company's innovative SaaS model. No external certifier required — the founders self-certify eligibility.
Day 10
Certificate of Recognition
DPIIT issued the Certificate of Recognition. Startup India profile activated. The company was now formally a DPIIT-recognised startup.
The Outcome
Result
- Private Limited Company incorporated — Certificate of Incorporation issued on Day 7
- CIN allotted, PAN and TAN active, bank account mandate submitted
- DPIIT Certificate of Recognition received on Day 10
- Founders entered investor meeting with a fully constituted, DPIIT-recognised entity
Key Takeaways for Founders
The 10-day outcome was not accidental — it was the result of parallel execution and eliminating the gaps between steps. A few points that matter in any incorporation:
- 01
Name reservation is the first constraint.
File two name options on Day 1. Approval typically takes 24–48 hours, and you cannot move to SPICe+ without it.
- 02
Incorporation and DPIIT are parallel tracks.
Once incorporated, the DPIIT application can be submitted immediately. You do not need to wait for other registrations.
- 03
DPIIT recognition is a self-certification process.
There is no separate auditor or legal certification required. The founders declare eligibility. A CS helps structure the application correctly.
- 04
Tailor the MoA and AoA from the start.
Generic templates create friction at Series A when investor counsel reviews the constitutional documents. An ESOP pool clause and basic investor provisions cost one day to include.