Most foreign companies looking at Bengaluru are choosing between two options, not ten. Keep running through a local vendor or an employer of record, or register your own subsidiary and hire in your own name. The vendor route is fine for a pilot of two or three people. It breaks the moment you sign customer contracts in India, book revenue here, or want your Bengaluru engineers on your own payroll and equity plan. An Indian subsidiary is a private limited company that your overseas parent owns outright, and for a Karnataka address the file sits with exactly one registrar.
Which decision comes before the filing?
Four things get settled before a single form opens, and each costs weeks if it is wrong.
Entity form comes first. A wholly owned subsidiary is almost always a private limited company. That is the form carrying limited liability, a cap table investors can read, and a clean route for the parent to hold shares. It needs two shareholders, so the parent takes all but one share and a nominee holds the last one on its behalf. You also need one director resident in India, usually the hardest seat to fill from overseas.
Then the registered address, where new Bengaluru companies genuinely get into trouble. Section 12(8) of the Companies Act 2013 prices a registered office default at ₹1,000 for every day it continues, capped at ₹1,00,000. Section 12(9) lets the Registrar physically verify the office and begin strike off where he believes no business is carried on there. Coworking desks are normal here, so take an agreement in the company's name, keep the owner's no objection letter, and make sure somebody can open the door.
Who is actually filing one of these in Bengaluru right now:
- An overseas IT services and staffing group opening a delivery arm at Whitefield. It cannot put offer letters on its own letterhead until the subsidiary exists, and its hiring plan sets the e-Karmika fee slab from month one.
- A SaaS founder in Koramangala raising a seed round, whose investors want a new overseas holding company to own the Indian entity outright. The subsidiary is the receiving end of a structure, so the share allotment and the board resolution must match the term sheet.
What documents and address proofs does a Bengaluru applicant need?
The parent side of the file is the slow half: everything travelling from abroad must be apostilled or notarised in its home country.
- The parent's certificate of incorporation and its charter documents as the home registry issues them
- A board resolution of the parent authorising the subsidiary and naming its subscriber and authorised signatory
- Passport and address proof for every proposed director, with the overseas set apostilled
- Registered office proof: the lease or licence agreement in the company's name, a utility bill and the owner's no objection letter
One state specific point on that last item. Karnataka charges a licence of immovable property under its own Article 32-A of the Karnataka Stamp Act, 1957, a different article from the one that catches a lease. Either way the duty falls on your side of the table. The lease article puts it on the lessee and Article 32-A puts it on the licensee, so stamp before signature, not after.
How does the incorporation actually run, step by step?
- We read the parent's documents, mark which pages need an apostille, and reserve the name. A name echoing an existing mark gets refused, so we test it first.
- Digital signatures go out for every proposed director in parallel with the name work, because the overseas signature is almost always the long pole.
- The MOA and AOA are drafted around what the subsidiary will really do here, then the SPICe+ set goes in on MCA V3 with PAN and TAN in the same run.
- Incorporation is processed centrally and the company is then placed on ROC Bengaluru's register, which is where your certificate of incorporation and your CIN come from.
- We open the bank account file, handle the inward remittance reporting through your authorised dealer bank, and start the state registrations below.
Nothing on that list needs anybody to stand at a counter.
What does an Indian subsidiary cost in Bengaluru?
Our fee is fixed and quoted before you pay anything. The statutory items around it are modest, but real, and most belong to the state.
| Item | What it covers | Amount |
|---|---|---|
| LegalX India professional fee | Name reservation through to the certificate of incorporation, PAN and TAN | ₹24,999 |
| Stamp duty on the incorporation set | Computed by MCA V3 at filing, at the state rate | Charged at filing |
| Professional tax enrolment | The company's own enrolment certificate, which is also its notice of demand | ₹2,500 a year |
| e-Karmika registration | Shops and Commercial Establishments certificate, priced by staff count | ₹405 with no staff, ₹810 at 1 to 9 |
For national pricing, read the full Indian subsidiary registration process nationwide. This page is about what changes because the address is in Bengaluru.
Which registrar and portal actually receive the filing?
ROC Bengaluru is the single registrar for the whole state of Karnataka, and the MCA writes the name ROC Bangalore as well. The February 2026 MCA restructuring left that territory untouched, so a company at Whitefield, one at Jayanagar and one in Hubballi sit on the same register. What did change is the Regional Director. Karnataka moved to the Regional Director for the South-Western Region, at Bengaluru, the office that now takes a compounding application or an appeal against a penalty order. Both share one building, Kendriya Sadana in Koramangala.
Every form goes in on MCA V3. Your certificate carries a CIN with the state code KA inside it, on the shape U72900KA2026PTC123456. Section 12(3)(c) then requires that number, the company name and the registered office address on your letterheads, billheads and notices. If the company later lands in a company law or insolvency matter, the forum is the NCLT Bengaluru Bench, whose jurisdiction is Karnataka.
What does a new Bengaluru entity owe in its first weeks?
The state stack starts running before your first invoice, and two of its clocks are thirty days long.
Professional tax comes first. A company carrying on a trade sits in the Schedule at ₹2,500 a year, and section 5(3) allows thirty days from commencement to apply for the enrolment certificate. Once salaries are paid you take a registration certificate too, the separate one covering deduction from employees. That deduction is ₹200 a month, with February at ₹300, on a salary of ₹25,000 and above. Both run on e-Prerana at ptax.karnataka.gov.in, there is no fee, and the downloaded certificate carries no seal or signature by government order. That startles banks and auditors every time. Whether a director also needs a separate enrolment certificate turns on how that person is paid and what else they do, so we check the position individually.
Then e-Karmika. Registration under the Karnataka Shops and Commercial Establishments Act, 1961 falls due within thirty days of the day the establishment commences its work. There is no staff threshold at all, and the prescribed fee schedule opens with a slab for establishments having no employees. The certificate runs five years, and the application, the Khajane-II payment and the certificate are all online.
Last comes the municipal layer, where most competing pages are still wrong. BBMP ceased to exist on 2 September 2025 and five city corporations took over. A trade licence application now goes to the Commissioner of whichever corporation your premises fall in, under section 303 of the Greater Bengaluru Governance Act, 2024. Corporate offices and shared office spaces are named licensing subjects, so an office based subsidiary is inside the net. The portal still carries the old BBMP branding at trade.bbmpgov.in. Electronic City is a separate case, because Phases I to III are an industrial township under ELCITA. We confirm your corporation on the Greater Bengaluru Authority Know Your Ward tool before filing anything municipal.
Why LegalX India in Bengaluru?
We do enough of these that the state half is routine rather than research. One team handles the parent's apostille checklist, the MCA V3 filing and the state registrations as a single engagement, so nothing waits for somebody to notice it. More than 15,000 customers have used LegalX India, and 50+ experts stand behind the file. Ask for a callback within 30 minutes and we will tell you, before you pay, what your Bengaluru address means for the trade licence. Our own Bengaluru office is open if you would rather sit with someone in person. Your registrar and your corporation follow your registered address, never ours.