D2C Vs B2C: Understanding The Key Differences

Apr 14, 2025
Private Limited Company vs. Limited Liability Partnerships

In today’s fast-paced market, businesses need the right approach to connect with their customers and stand out from the competition. Two of the most common models, Direct-to-Consumer (D2C) and Business-to-Consumer (B2C) focus on selling to individual customers but operate in distinct ways. While D2C brands sell directly to consumers without intermediaries, B2C typically involves retailers, marketplaces, or third-party distributors.

Choosing the right model impacts everything from marketing strategies and customer relationships to pricing control and scalability. In this blog, we’ll break down the key differences between D2C and B2C, helping businesses understand which model aligns best with their goals and customer expectations.

Table of Contents

Key Differences Between D2C and B2C

Below is a structured comparison of D2C and B2C business models:

Aspect Direct-to-Consumer (D2C) Business-to-Consumer (B2C)
Business structure The brand sells directly to customers without any intermediaries The business may sell through retailers, wholesalers or third-party platforms
Customer interaction Direct engagement with customers Indirect interaction via retailers or online marketplaces
Distribution channels Company-owned websites, social media, and exclusive brand stores Retail stores, eCommerce marketplaces and third-party distributors
Pricing control Full control over pricing and discounts Prices are often influenced by third-party retailers and competition

Understanding D2C (Direct-to-Consumer)

The Direct-to-Consumer (D2C) model is transforming the way brands connect with customers by eliminating middlemen such as wholesalers, retailers, and marketplaces. Instead of relying on third-party distributors, D2C brands sell directly to their consumers, allowing them to maintain greater control over pricing, branding, customer experience, and marketing.

This model has gained immense popularity due to advancements in e-commerce, digital marketing, and consumer behaviour shifts, where people prefer personalised shopping experiences and direct engagement with brands.

Key Characteristics of D2C

  • Direct sales to customers, bypassing intermediaries.
  • High reliance on digital marketing and social media.
  • Personalised customer experience and strong brand identity.
  • Subscription-based or direct-selling models.

How Does D2C Work?

D2C businesses follow a structured approach to take products from concept to consumer while optimising every step for efficiency and customer satisfaction.

  1. Product Development – Companies design and manufacture their products.
  2. Branding & Marketing – Strong online presence, leveraging social media and influencers.
  3. Sales & Distribution – Selling through their websites, pop-up stores, or direct retail.
  4. Customer Engagement – Providing personalised service and direct interactions.

D2C Example

A great example of a successful D2C brand is Nike. While Nike does sell through retailers, it has aggressively expanded its direct-to-consumer channels through its website, exclusive stores, and apps, allowing for greater control over branding, pricing, and customer experience.

Understanding B2C (Business-to-Consumer)

The Business-to-Consumer (B2C) model is one of the most common and traditional business structures, where companies sell products or services directly to individual customers. B2C businesses can operate through brick-and-mortar stores, e-commerce platforms, third-party marketplaces, and direct retail chains.

This model focuses on high-volume sales, competitive pricing, and broad customer reach. Unlike D2C brands, which manage their own sales channels, B2C companies often partner with retailers and online marketplaces to distribute their products.

Key Characteristics of D2C

  • Direct sales to customers, bypassing intermediaries.
  • High reliance on digital marketing and social media.
  • Personalised customer experience and strong brand identity.
  • Subscription-based or direct-selling models.

How Does D2C Work?

D2C businesses follow a structured approach to take products from concept to consumer while optimising every step for efficiency and customer satisfaction.

  1. Product Development – Companies design and manufacture their products.
  2. Branding & Marketing – Strong online presence, leveraging social media and influencers.
  3. Sales & Distribution – Selling through their websites, pop-up stores, or direct retail.
  4. Customer Engagement – Providing personalised service and direct interactions.

B2C Example

A classic example of a B2C business is Amazon. Amazon provides a vast range of products from multiple sellers, offering convenience and variety to end consumers without directly manufacturing most of the products it sells.

Top 5 Benefits of D2C

  1. Higher Profit Margins – Eliminates middlemen, allowing businesses to retain higher revenues.
  2. Direct Customer Insights – Enables data collection for better personalisation and marketing.
  3. Better Brand Control – Full control over branding, messaging, and customer experience.
  4. Efficient Inventory Management – Greater flexibility in managing stock and production.
  5. Stronger Customer Relationships – Builds brand loyalty through direct interactions.

5 Limitations of D2C You Can’t Ignore

  1. High Customer Acquisition Costs – Digital advertising and influencer marketing can be expensive.
  2. Intense Competition – Direct sales require brands to stand out in a crowded market.
  3. Logistics and Fulfillment Challenges – Managing deliveries and returns can be complex.
  4. Reliance on Digital Marketing – Success depends on strong online marketing strategies.
  5. Customer Service Demands – Requires robust support teams to handle queries and complaints.

5 Incredible Benefits of B2C

  1. Larger Customer Base – Mass-market appeal leads to high sales volume.
  2. Faster Sales Cycles – Quick purchase decisions without prolonged relationship-building.
  3. Lower Operational Costs – Retailers handle distribution, reducing overhead expenses.
  4. Multiple Sales Channels – Products available in stores, online, and via third-party platforms.
  5. Increased Brand Visibility – Established brands enjoy widespread recognition.

5 Major Drawbacks of B2C You Need To Know

  1. High Competition – Many brands compete for the same audience.
  2. Lower Customer Loyalty – Customers may switch brands based on price or availability.
  3. Price Sensitivity – Discounts and competitive pricing play a significant role.
  4. Increased Marketing Costs – Requires large advertising budgets to stay competitive.
  5. Logistical Challenges – Managing supply chains across multiple locations can be complex.

Choosing Between D2C and B2C

Selecting the right business model depends on various factors, including brand strategy, market reach, and operational capabilities. Here’s a breakdown to help businesses decide between Direct-to-Consumer (D2C) and Business-to-Consumer (B2C):

1. Business Goals

  • D2C is ideal for brands that want full control over branding, pricing, and customer relationships. It allows companies to build a loyal customer base and gather first-party data for personalised marketing.
  • B2C works well for businesses that prioritise high-volume sales and broad market penetration. It enables companies to leverage retailer networks for distribution and scalability.

2. Target Audience

  • D2C is more suited for niche markets, such as luxury products, sustainable goods, or tech gadgets, where direct customer engagement is crucial.
  • B2C caters to a mass-market audience, making it ideal for FMCG (Fast-Moving Consumer Goods), electronics, fashion, and essential consumer products.

3. Marketing Approach

  • D2C relies heavily on digital marketing, influencer collaborations, and social media engagement. Brands must invest in performance marketing (SEO, PPC, email campaigns) to attract and retain customers.
  • B2C focuses on mass advertising through traditional media (TV, print, billboards), large-scale promotions, and brand partnerships to maximise reach.

4. Operational Capabilities

  • D2C demands robust logistics, warehousing, and last-mile delivery capabilities since brands manage order fulfilment directly.
  • B2C benefits from retailer partnerships that handle inventory, distribution, and customer service, reducing operational complexity.

5. Profitability Model

  • D2C offers higher profit margins since it eliminates middlemen. However, it requires a significant initial investment in technology, marketing, and fulfilment infrastructure.
  • B2C generates revenue through bulk sales and retailer partnerships. While margins may be lower, brands benefit from established distribution networks and faster scalability.

How Razorpay Rize Empowers D2C and B2C Businesses

Razorpay Rize is a dedicated ecosystem designed to support and accelerate the growth of both D2C and B2C businesses. Whether you're a startup launching a direct-to-consumer brand or a scaling business selling through retailers, Rize provides the essential tools, resources, and community support to help you succeed.

Conclusion

Both D2C and B2C models have unique advantages and challenges. Understanding these key differences helps businesses make informed decisions about their go-to-market strategies.

For brands that prioritise control over branding, pricing, and customer experience, D2C offers the perfect route by cutting out intermediaries and selling directly to consumers. It allows for personalised engagement, higher profit margins, and data-driven marketing strategies.

On the other hand, the B2C model benefits from wide-scale distribution, existing retail networks, and established consumer trust. Businesses leveraging third-party marketplaces, physical retail stores, and large-scale advertising campaigns can reach a broader audience quickly.

Frequently Asked Questions

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Private Limited Company
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Limited Liability Partnership
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  • Professional services 
  • Firms seeking any capital contribution from Partners
  • 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
(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

Are D2C and B2C the same?

No, D2C (Direct-to-Consumer) and B2C (Business-to-Consumer) are not the same. While both models sell products directly to consumers, D2C brands bypass intermediaries (like retailers and marketplaces) and sell directly via their own websites, social media, or exclusive stores. B2C, on the other hand, often involves third-party retailers, wholesalers, and e-commerce marketplaces to reach customers.

Which model offers higher profit margins?

D2C generally offers higher profit margins because businesses sell directly to customers without intermediaries, avoiding retailer markups and commission fees. However, D2C requires higher investment in brand building, marketing, and logistics, whereas B2C benefits from established retail networks and mass distribution but operates on lower margins.

Can a company use both B2C and D2C models?

Yes, many companies use both models to maximise reach and revenue. A hybrid approach allows businesses to leverage B2C channels for scale and visibility while maintaining D2C for customer loyalty, personalised experiences, and better profit margins.

Why do brands choose the D2C approach?

Brands opt for D2C for several reasons:

  1. Greater control over branding, pricing, and customer experience.
  2. Higher profit margins by eliminating middlemen.
  3. Direct customer relationships, leading to better data insights and personalisation.
  4. Faster market adaptation, allowing businesses to launch new products without retailer dependencies.
  5. Customer loyalty and engagement, as brands can build direct trust with their audience.

What is the difference between B2B vs B2C vs D2C?

Brands opt for D2C for several reasons:

B2B B2C D2C
Target audience Sells to other businesses Sells to end consumers Sells directly to consumers, bypassing retailers
Sales channel Direct sales, wholesalers, enterprise deals Retail stores, online marketplaces Brand websites, social media, exclusive stores
Example Salesforce, Shopify Amazon, Zara Assembly, Nat Habit

Eashita Maheshwary

With nearly a decade of building and nurturing strategic connections in D2C space, Eashita is a business growth strategist known for turning networks into revenue, relationships into partnerships, and ideas into actionable growth.

A three-time founder across gender diversity, investing, and real estate-hospitality sectors, Eashita Maheshwary brings a unique blend of entrepreneurial empathy and ecosystem expertise. Now focused on helping startups and businesses scale, she specializes in enabling growth through partnerships with a proven track record of working across geographies like India and the Middle East.

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Related Posts

Oppression and Mismanagement in a Company

Oppression and Mismanagement in a Company

As companies grow and evolve, differences of opinion and disputes naturally arise, sometimes over strategy, sometimes over control, and sometimes over financial decisions.

While many of these conflicts can be managed through negotiation or internal governance mechanisms, certain situations can cross a line, leading to behaviour that harms the rights of minority shareholders or threatens the health of the company itself. This is where the law draws a clear boundary.

When such conduct becomes oppressive, abusive, or results in serious mismanagement, the Indian legal system provides special protections under the Companies Act, 2013. These protections are crucial because, without them, minority shareholders and the company could suffer long-term damage.

In this blog, we’ll explore the meaning of oppression and mismanagement, explain the legal remedies available under Sections 241–246 of the Companies Act, and guide you through who can file a complaint, when, and how.

Table of Contents

Defining Oppression and Mismanagement

The Companies Act, 2013, does not explicitly define oppression and mismanagement. Instead, their meanings have evolved through judicial interpretations and case law.

In simple terms:

  • Oppression involves burdensome, harsh, or wrongful conduct toward minority shareholders. It typically refers to situations where the majority shareholders abuse their power to harm the minority's rights or interests.

  • Mismanagement refers to gross mismanagement of company affairs, which could lead to financial loss or harm to the company’s reputation or operations. It often involves negligence, fraud, or actions taken in bad faith by those in control.

Legal Remedies under Sections 241–246

Sections 241 to 246 of the Companies Act, 2013 empower company members to approach the National Company Law Tribunal (NCLT) if they believe the company’s affairs are being conducted in a manner that amounts to oppression or mismanagement.

If the tribunal is satisfied, it can order remedies such as:

  • Regulation of the company’s future conduct
  • Removal of directors
  • Termination, modification, or setting aside of certain agreements
  • Recovery of misappropriated funds
  • Preventive actions to safeguard the company’s interests

A Detailed Explanation of Section 241

Section 241 of the Companies Act, 2013 is the core provision that allows members to seek relief from oppression and mismanagement.

Section 241 exists to protect minority shareholders and the company itself from conduct that threatens their interests. It ensures that no shareholder or director misuses their powers to the detriment of others or the company.

Under Section 241, a member can apply to the NCLT if:

  • The company’s affairs are being conducted in a manner oppressive to any member(s).
  • There has been mismanagement that threatens to cause serious prejudice to the interests of the company, members, or the public.

How can an Application be made under Section 241?

Filing an application under Section 241 involves a specific legal process:

Who Can Apply?

Eligible members include:

  • Shareholders holding at least 10% of the company’s issued share capital
  • In companies without share capital, at least 1/5th of the total number of members
    In certain cases, members may request NCLT permission to file even if they do not meet the above thresholds (especially where the majority is acting in bad faith).

Grounds for Filing

The application must clearly describe:

  • Acts of oppression (specific conduct harming member rights)
  • Acts of mismanagement (negligence, fraud, misconduct, etc.)
  • Resulting harm to the company or its members

Documentation Required

  • Petition/application under Section 241
  • Evidence of shareholding or membership eligibility
  • Documentary proof of oppressive/mismanaged conduct
  • Affidavit verifying the facts
  • Court fees as prescribed

Where to File?

Applications must be filed with the relevant bench of the National Company Law Tribunal (NCLT) having jurisdiction over the company’s registered office.

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Who Can File an Application under Section 241 of the Companies Act, 2013?

Eligibility to file under Section 241 depends on the applicant’s status and shareholding:

H3 - Category H3 - Minimum threshold to apply
Shareholders in companies with share capital Minimum 10% of the issued share capital
Members of companies without share capital At least 1/5th of the total number of members
Exception (with NCLT permission) Members who can demonstrate exceptional circumstances, such as fraud or bad faith actions by the majority

In addition, the Central Government can also apply under Section 241(2) if it believes the affairs of the company are conducted in a manner prejudicial to public interest.

Frequently Asked Questions

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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
(LLP)

1,499 + Govt. Fee
BEST SUITED FOR
  • Professional services 
  • Firms seeking any capital contribution from Partners
  • Firms sharing resources with limited liability 

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


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 Oppression and Mismanagement under the Companies Act, 2013?

Oppression refers to conduct by the majority or those in control of a company that is burdensome, harsh, or wrongful to minority shareholders or other members. This includes denying members their rights, misusing powers, or making decisions that unfairly prejudice certain shareholders.

Mismanagement involves irregular, dishonest, or inefficient management that could harm the company’s affairs, financial health, or reputation. This may include siphoning off funds, non-compliance with the law, or actions detrimental to the company’s interests.

What are Sections 241 and 242 of the Companies Act, 2013?

  • Section 241 allows a company member (with the required shareholding) to file a complaint to the NCLT if they believe:
    • The affairs of the company are being conducted in a manner oppressive to any member or prejudicial to public interest or company interest.
    • There has been mismanagement that may harm the company’s business or finances.

  • Section 242 outlines the powers of the NCLT to provide remedies if it finds the complaint valid. These remedies include:
    • Removing directors
    • Regulating the conduct of the company’s affairs
    • Cancelling or modifying agreements
    • Restricting share transfers
    • Any other order to bring an end to the matters complained of

Can a suit be filed without notice?

In general, civil suits require prior notice if specified under law or contract. However, in urgent or exceptional cases (e.g., injunctions or matters of immediate harm), courts may allow filing without notice to the other party initially—this is called ex parte action. But such relief is usually temporary, and notice must follow.

Can a company file a case against an employee?

Yes, a company can file a legal case against an employee in situations such as:

  • Breach of employment contract
  • Theft or misappropriation of company assets
  • Violation of confidentiality or non-compete clauses
  • Harassment or misconduct
  • Fraud or criminal activity

The nature of the case (civil or criminal) will determine whether it is filed in a civil court, criminal court, or through a regulatory body like the labor commissioner or cybercrime unit.

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 Register a Company for Consulting Services in India?

How to Register a Company for Consulting Services in India?

The consulting industry in India is booming for good reasons. As markets become more competitive and technology reshapes how we do business, companies are looking for specialists who can provide fresh perspectives, solve complex challenges, and help them grow faster. From early-stage startups trying to find product–market fit to large corporations aiming to improve efficiency, the demand for expert advice is higher than ever.

Consulting can be a highly rewarding career path if you have deep knowledge in a field, whether it’s finance, management, marketing, IT, or legal.

In this guide, we’ll explore the different types of consulting you can offer and provide a step-by-step process for registering your consulting company in India so you can focus on delivering value while your business stands on solid legal ground.

Table of Contents

Types of Consulting

Consulting services span multiple domains, each catering to a unique set of client needs. Here are some popular types of consulting and what they typically involve:

Financial Consulting

Financial consultants help individuals and organisations manage money more effectively. Services may include investment planning, tax optimisation, budgeting, cash flow management, and economic risk assessment. Clients often include SMEs, startups, large corporations, and even high-net-worth individuals.

Management Consulting

Management consultants focus on improving business performance and solving operational challenges. They analyse existing processes, identify inefficiencies, and recommend strategies to improve productivity and profitability. Clients are usually companies undergoing restructuring, scaling, or entering new markets.

Marketing Consulting

Marketing consultants help businesses create and execute strategies to attract, engage, and retain customers. Services include brand positioning, campaign planning, market research, and digital marketing strategy. Their clients range from small businesses to large enterprises looking to strengthen their market presence.

IT Consulting

IT consultants advise on technology adoption, infrastructure setup, software implementation, and cybersecurity. They work with businesses looking to upgrade systems, integrate digital tools, or protect against cyber threats. Common clients include startups, tech companies, and corporations undergoing digital transformation.

Legal Consulting

Legal consultants provide guidance on compliance, contracts, dispute resolution, and regulatory matters. They help businesses avoid legal risks and ensure operations are aligned with applicable laws. Their clients often include startups, corporates, NGOs, and individuals requiring legal clarity.

Legal Steps to Register Your Consulting Business

Starting a consulting business in India requires following specific legal procedures under the Companies Act, 2013. While you can set up as a sole proprietorship, registering as a Private Limited Company or LLP offers more credibility and growth opportunities.

Here’s a step-by-step breakdown of the company registration process:

Step 1: Get in Touch with an Expert

Engage a Chartered Accountant (CA), Company Secretary (CS), or a reliable online platform that specialises in company registration. They can guide you through choosing the right business structure, preparing documents, and ensuring compliance.

Step 2: Share the Information and Required Documents

Provide details such as your proposed company name, nature of business, registered office address, and personal KYC documents for all directors or partners. This typically includes PAN, Aadhaar, address proof, passport-sized photos, and, in some cases, bank statements.

Step 3: Obtaining the DSC of Directors

A Digital Signature Certificate (DSC) is mandatory for directors to sign and submit forms electronically on the Ministry of Corporate Affairs (MCA) portal. Each director must have their own DSC issued by a government-approved agency.

Step 4: Applying for Company Name Reservation

File an application through the MCA’s RUN (Reserve Unique Name) service or as part of the SPICe+ form. Choose a name that reflects your consulting services, complies with MCA naming guidelines, and isn’t already in use.

Step 5: Creation of Mandatory Documents (MoA and AoA)

Draft the Memorandum of Association (MoA) and Articles of Association (AoA).

  • The MoA defines your company’s objectives, including consulting services as your main activity.
  • The AoA outlines your company’s internal rules and governance structure.

Step 6: Submitting the Application for Company Registration

Complete the incorporation process by filing the SPICe+ form along with all required documents on the MCA portal. Once approved, you’ll receive your Certificate of Incorporation (COI), along with PAN and TAN. You can then proceed to open a current bank account and commence operations.

Frequently Asked Questions (FAQs)

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Register your Business starting at just 1,499 + Govt. Fee

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Register your Limited Liability Partnership in just 1,499 + Govt. Fee

Register your business

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 

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


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

How to register a consulting company in India?

You can register a consulting company in India as a Private Limited Company, Limited Liability Partnership (LLP), or Partnership, depending on your goals.

Steps to register:

  1. Choose your business structure (Pvt Ltd, LLP, or Partnership)
  2. Get Digital Signature Certificates (DSCs) for all directors/partners
  3. Reserve a unique company name via the MCA portal (SPICe+ form)
  4. Draft the Memorandum of Association (MoA) & Articles of Association (AoA)
  5. File the incorporation form (SPICe+) with the Ministry of Corporate Affairs
  6. Obtain Certificate of Incorporation (COI) along with PAN and TAN
  7. Open a current bank account in the company’s name and start operations

If you prefer a quicker process without heavy compliance, LLP or Proprietorship can work, but for credibility and scalability, Private Limited Company is often the best choice.

How to start a job consultancy business in India?

A job consultancy connects job seekers with employers, helping companies find the right talent.

Steps to start:

  1. Decide your niche – IT hiring, executive search, entry-level recruitment, etc.
  2. Register your business – You can start as a Proprietorship, LLP, or Private Limited Company
  3. Apply for GST registration (mandatory if turnover exceeds ₹40 lakh or if operating interstate)
  4. Get a current account in your business name
    Sign agreements with companies for recruitment services
  5. Build a talent pool using job portals, LinkedIn, and direct applications

Ensure compliance with labour laws and data protection rules

How to register a service-based company in India?

A service-based company provides services instead of physical products — for example, consulting, marketing, IT services, event management, etc.

Steps to register:

  1. Select your business structure – Partnership, LLP, or Private Limited Company
  2. Obtain DSC
  3. Reserve the company name via MCA
  4. Draft MoA & AoA (for Pvt Ltd) or LLP Agreement (for LLP)
  5. File incorporation form with MCA
  6. Receive Certificate of Incorporation

Get PAN, TAN, and GST registration (if applicable)

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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Startup India Tax Exemption Eligibility – Everything You Need to Know

Startup India Tax Exemption Eligibility – Everything You Need to Know

Launched by Prime Minister Narendra Modi in 2016, the Startup India campaign was designed to ignite India’s entrepreneurial spirit. The initiative aims to simplify starting and scaling a business by streamlining company formation, easing compliance, and offering financial incentives and tax exemptions.

Through Startup India, the government seeks to encourage innovation-driven entrepreneurship, attract investment, and empower startups to become drivers of economic growth and job creation. However, not every new business qualifies- only those meeting the specific eligibility criteria under the Startup India framework can access its exclusive benefits and exemptions.

In this blog, we’ll explore the eligibility criteria, definition, and process for availing tax exemptions under the Startup India Initiative.

Table of Contents

Startup Definition as per the Startup India Action Plan

According to the Startup India Action Plan, a startup is defined as:

  • An entity that is less than five years old from the date of incorporation or registration.
  • Has a turnover not exceeding INR 25 crore in any financial year.
  • Is working toward innovation, development, or improvement of products, processes, or services; or has a scalable business model with a high potential for employment generation or wealth creation.

Additionally, the entity must not be formed by splitting up or reconstructing an existing business.

Startups can access tax benefits only after certification from the Inter-Ministerial Board (IMB), which examines the business model, innovation, and scalability before granting approval.

Eligibility for Startup India

To qualify under the Startup India scheme, a business must meet the following eligibility conditions:

Age of the Company:

The entity must be less than 10 years old from the date of incorporation or registration.

Type of Entity:

It should be registered as a Pvt. Ltd. Company, Partnership Firm, or Limited Liability Partnership (LLP).

Turnover Limit:

The startup’s annual turnover must not exceed INR 100 crore in any financial year since incorporation.

Innovation Focus:

The startup should aim to develop innovative products, processes, or services, or have a scalable business model with high job creation or wealth generation potential.

Non-Reconstruction Clause:

The startup must not be formed by restructuring or splitting up an existing business.

Startups Eligible for Startup India Tax Exemptions & Incentives

To qualify, startups must:

  • Be recognised under DPIIT (Department for Promotion of Industry and Internal Trade).
  • Be involved in innovating or improving existing products, services, or processes.
  • Be supported or funded by:
    • Recognised incubators or government schemes, or
    • SEBI-registered venture capital funds, or
    • Hold granted patents that support innovation.

Startups that lack innovative value, engage in routine business models, or do not contribute to technological advancement are not eligible for these tax incentives.

Obtaining Startup Tax Exemption under the Startup India Initiative

To avail tax exemptions, startups must go through a formal approval and verification process by the Inter-Ministerial Board (IMB) constituted by the Department for Promotion of Industry and Internal Trade (DPIIT) to qualify for tax exemptions.

Steps to Obtain Startup Tax Exemption:

1. Get DPIIT Recognition:

Before anything else, your entity must be a DPIIT-recognised startup. This involves registering on the Startup India portal and certifying your eligibility (age, turnover, entity type, etc.).

2. Prepare Your Application & Documents:

This is the most crucial step. The IMB needs to be convinced of your startup's genuine innovation. Your application must be supported by a detailed set of documents, which typically includes:

  • Business Documents: Your Memorandum of Association (MoA) or LLP Deed.
  • Financials: Audited annual accounts and Income Tax Returns (ITRs) for the last three financial years (or since incorporation, if newer).
  • The "Innovation" Proof (Pitch Deck / Video): A presentation and/or a short video (under 2-5 minutes) that clearly explains:
    • What your product/service is.
    • What new problem it solves.
    • How it is innovative (e.g., a new technology, a disruptive process, or a significant improvement on an existing solution).
    • Your business model and scalability.
  • Shareholding Information: Details of your current shareholding pattern.
  • CA Certificate: A certificate from a Chartered Accountant verifying that your startup has not been formed by splitting up or reconstructing an existing business.

3. Submit the Application:

The application for tax exemption (Form 80-IAC) is also filed through the Startup India portal. You will upload all your prepared documents and fill in the required fields.

4. IMB Verification:

The IMB board (which includes members from DPIIT, Department of Biotechnology, etc.) will formally review your application. Their entire focus is to determine if your startup is "working towards innovation, development or improvement of products or processes or services" and is not just a conventional business.

5. Receive Certification:

If the IMB is satisfied, you will be granted the certificate of eligibility. You can then use this certificate to claim the 100% tax deduction when filing your Income Tax Returns (ITR) for any three consecutive years within your first ten years.

Common Mistakes: Why IMB Applications Get Rejected

Many startups get DPIIT recognition but fail the IMB certification. Be careful to avoid these common pitfalls:

  • Insufficient Proof of Innovation: This is the #1 reason for rejection. Simply having a new website or app is not enough. You must prove you are solving a problem in a new way, have a new technology, or are creating a unique, scalable process.
  • Incomplete or Vague Pitch Deck: If the board cannot understand what your business does or why it's innovative within a few minutes, your application will be rejected or deferred.
  • Incorrect Documents: Submitting unsigned financials, a missing CA certificate, or an incomplete MoA will lead to rejection on technical grounds.
  • Reconstruction of an Old Business: The IMB is strict about this. If your "startup" is just an old business (e.g., a consultancy or services firm) repackaged under a new name to avoid taxes, it will be rejected.
  • Lack of Scalability: The IMB also looks for businesses with high potential for wealth creation or employment generation. A small lifestyle business, even if innovative, may not qualify.

Frequently Asked Questions (FAQs)

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Frequently Asked Questions

What type of businesses are eligible for the Startup India incentives?

Businesses that are innovation-driven and focused on developing new or improved products, processes, or services are eligible for Startup India incentives. To qualify, they must be registered as a Private Limited Company, Limited Liability Partnership (LLP), or Partnership Firm, be less than 10 years old, and have an annual turnover not exceeding INR 100 crore

Additionally, they must be recognised by the Department for Promotion of Industry and Internal Trade (DPIIT).

What are the criteria for a Startup to be eligible for tax benefits?

To claim tax benefits under the Startup India initiative, a startup must:

  • Be DPIIT-recognised.
  • Be engaged in product, service, or process innovation, development, or improvement.
  • Has not been formed by splitting or reconstructing an existing business.
  • Obtain certification from the Inter-Ministerial Board (IMB) confirming its eligibility for tax exemptions.

Once approved, startups can enjoy benefits like a 3-year tax holiday, capital gains exemptions, and tax relief on investments above fair market value.

Are all businesses developing new products or services eligible for Startup India incentives?

No, not all businesses developing new products or services automatically qualify. To be eligible, startups must demonstrate true innovation, technological advancement, or significant improvement over existing solutions.

Is there any specific process to obtain tax exemptions under the Startup India initiative?

Yes. Startups must follow a defined process to obtain tax exemptions:

  1. Register on the Startup India portal and obtain DPIIT recognition.
  2. Apply for certification from the Inter-Ministerial Board (IMB) via the portal.
  3. The IMB reviews the startup’s innovation, scalability, and compliance before approving.

Only after receiving IMB certification can a startup legally claim tax exemptions under the Income Tax Act.

Can a Startup obtain tax benefits without certification from the Inter-Ministerial Board?

No. Certification from the Inter-Ministerial Board (IMB) is mandatory for availing tax benefits under the Startup India initiative. Even if DPIIT recognises a startup, it cannot claim tax exemptions, such as the 3-year income tax holiday or capital gains relief, without formal IMB approval.

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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