Most Bengaluru founders arrive with the choice already narrowed to two, a private limited company or an LLP. The split is simple. If you plan to raise a priced round, issue ESOPs or take money from an institutional investor, the company wins, because equity is the only instrument those conversations run on. If you are two professionals sharing fees with no intention of selling shares, an LLP costs less to run each year. A proprietorship saves you a week at the start and costs you the first time a client asks for a company PAN. What follows is what changes once that company sits at a Karnataka address.
Which decision comes before you file anything?
Four things have to be settled before a single form opens, and getting them wrong is what actually delays an incorporation here.
Members come first. You need two shareholders and two directors, and one director must qualify as resident in India. Authorised capital comes second, and in this state it is not a cosmetic figure, because the stamp duty on your Articles is charged against it. Third is the registered office, which decides your city corporation, your labour inspector and whether the address survives later scrutiny. Fourth is the name, which is where most rejections happen.
Who is filing this in Bengaluru right now:
- A SaaS founder in Koramangala holding a term sheet, who needs a cap table a seed investor will sign against.
- A software and design studio in Indiranagar leaving a partnership behind, because enterprise clients now contract only with companies.
- A two person product team in HSR Layout that wants an ESOP pool sitting on the register before the first hire signs.
What documents and address proofs does a Bengaluru applicant need?
Director papers are the straightforward half: PAN, Aadhaar, a photograph, a mobile number and an email linked to Aadhaar, and a bank statement or utility bill dated inside the last two months. A subscriber abroad needs an apostilled passport and matching address proof.
The office proof is where Bengaluru files stall. You will need:
- The latest electricity bill for the premises, in the owner's name.
- A no objection letter from that owner, permitting use as a registered office.
- The lease or licence document, properly stamped, plus an authorisation for whoever signs the filing.
Under section 30 of the Karnataka Stamp Act, 1957 the duty on a lease falls on the lessee, so it is your cost rather than the owner's. Article 30(1) charges a lease on the total of average annual rent, premium, fine and money advanced, with the Explanation pulling the security deposit into that base. Deposits in this city are large, so the duty is larger than most founders budget for.
Coworking desks are the other trap. Section 12(9) lets the Registrar physically verify a registered office where he believes no business is carried on there, and move to strike it off. A desk nobody sits at, with no board and no post arriving, is the exact fact pattern that provision was written for.
How does the registration actually run, step by step?
- We settle structure on a call: members, directors, authorised capital and the address you will genuinely occupy.
- Digital Signature Certificates are issued for every subscriber and proposed director, since nothing signs on MCA V3 without one.
- Name reservation goes in through SPICe+ Part A, with two ranked options checked against live companies and existing marks.
- The MOA and AOA are drafted to your objects and share structure, stamped, and filed with SPICe+ Part B and its linked forms.
- The Certificate of Incorporation issues with your CIN, PAN and TAN, along with the EPFO and ESIC numbers the same form generates.
What does a private limited company cost in Bengaluru?
Three separate bills sit behind an incorporation and only one of them is ours. Our fee is fixed. The MCA fee moves with authorised capital. The state stamp duty on the incorporation documents is payable by the company itself.
| Item | What it covers | Amount |
|---|---|---|
| LegalX India professional fee | DSC, DIN, name reservation, MOA and AOA drafting, SPICe+ filing, PAN and TAN | ₹2,999 onwards |
| Stamp duty on the Memorandum | Charged where the Memorandum is accompanied by Articles | ₹5,000 |
| Stamp duty on the Articles | ₹5,000 for every ₹10 lakh of share capital or part of it | Capped at ₹1 crore |
| MCA fees | Name reservation and the SPICe+ filing, paid on MCA V3 | Per the MCA schedule |
| Profession tax enrolment | Company entry in the Schedule to Karnataka Act 35 of 1976 | ₹2,500 a year |
The Articles line is the one people miss. A company with ₹1 lakh of share capital and one with ₹50 lakh do not pay the same duty. Karnataka Act 04 of 2024 raised those figures on 3 February 2024.
Which registrar and portal actually receive your filing?
Every company registered at a Karnataka address sits on one register. ROC Bengaluru is the single Registrar of Companies for the whole state, and the MCA writes the name both ways, so you will also see ROC Bangalore. The February 2026 restructuring of the registrar map left that territory untouched, so there is no second state registrar.
Filing runs entirely on MCA V3. Incorporation is processed centrally and the company is then placed on ROC Bengaluru's register. That registrar and the Regional Director for the South-Western Region share one building, Kendriya Sadana in Koramangala. This matters later rather than now. A compounding application under section 441 and an appeal against an adjudication penalty under section 454(5) both go to that Regional Director, and company and insolvency matters are heard by the NCLT Bengaluru Bench.
A company here takes the KA state code in its Corporate Identity Number, in the shape U72900KA2026PTC123456, and section 12(3)(c) requires that number, the company name and the registered office address on every letterhead, invoice and official publication.
What does a new Bengaluru company owe in its first weeks?
Incorporation starts a clock, and most of what runs on it is state law rather than company law.
Profession tax comes first. Entry 10 of the Schedule to Karnataka Act 35 of 1976 catches companies engaged in any profession, trade or calling, so the company takes a certificate of enrolment, the EC, and pays ₹2,500 a year. Section 5(3) allows thirty days from commencement to apply. Once you have staff you also need the certificate of registration, the RC, and you deduct from any employee whose monthly salary is ₹25,000 and above. Both live on e-Prerana at ptax.karnataka.gov.in, neither carries a fee, and the downloaded certificate needs no seal or signature under a Government Order of 4 February 2025. The company enrols and pays once. Whether a director also needs a separate enrolment certificate depends on how that director is paid and what else they do, so we check that position individually rather than enrolling everyone by default.
The establishment comes next. Registration under the Karnataka Shops and Commercial Establishments Act, 1961 falls due within thirty days of the day work actually commences, and it is filed on e-Karmika. There is no headcount test at all: the current schedule opens at ₹405 where there are no employees and ₹810 for one to nine. That certificate is valid for five years.
Then the premises. A trade licence is granted by the Commissioner of the city corporation the premises sit in, under section 303 of the Greater Bengaluru Governance Act, 2024. BBMP ceased to exist on 2 September 2025 and five city corporations took its place. The answer now varies street by street, so we confirm yours on the Greater Bengaluru Authority Know Your Ward tool before filing anything municipal. Electronic City Phases I to III form an industrial township under ELCITA rather than an ordinary corporation ward, so licensing and property tax there run through ELCITA instead.
Two more sit on the same calendar. Appoint a statutory auditor within thirty days and file INC-20A before you start business. Separately, the First Schedule to the Code on Social Security, 2020 reaches every establishment employing ten or more persons other than a seasonal factory.
Why LegalX India in Bengaluru?
Anyone can push SPICe+ through a portal. What clients pay us for is the tail that follows. We compute the duty on your real authorised capital before the Articles are executed. We apply for the enrolment certificate inside its thirty days. We map the e-Karmika filing to the address you actually occupy, and confirm the corporation on the government's own ward tool.
Our team has been filing incorporations at Bengaluru addresses for over ten years, the work is handled online end to end by a qualified CA or CS, and you get a callback within 30 minutes. Sit with the team at our Bengaluru office if you prefer. For the parts that do not change with your state, read the full private limited company registration process nationwide.