Seven subscribers, three directors and one address in Karnataka: that is the shape of a public limited incorporation, and the address is the item that costs money later. Section 12 of the Companies Act 2013 prices a wrong registered office at ₹1,000 a day while the default lasts, to a ceiling of ₹1 lakh. The company pays it, and so does every officer in default. Under section 12(9) the Registrar may have the premises physically verified, and may begin strike off where he has reasonable cause to believe no business is carried on there. Promoters here run into that more than most, because so many of them incorporate at a coworking desk in Koramangala or on a shared floor in Whitefield. Settle those three items and the rest of the incorporation runs in order.
Which choices have to be settled before the first form goes in?
A public limited company is not a larger private company but a different constitution, and three decisions drive the rest.
The first is headcount: seven subscribers to the memorandum and three directors, one of them resident in India. The second is capital. No statutory minimum paid up figure applies, but the authorised capital you pick sets the stamp duty on your articles. The third is the registered address in Karnataka, which then decides your city corporation, your Labour Department inspector and the professional tax file you answer to.
Who is actually filing one from Bengaluru:
- Koramangala SaaS founders one seed round in, whose investors want a vehicle capable of taking public money at the next stage.
- A B2B software and design studio in Indiranagar that has outgrown a partnership and now needs a board, a statutory auditor and freely transferable shares.
- An engineering group in Peenya pulling three separately held units under one board before a lending syndicate reads the accounts.
What paperwork does a Bengaluru promoter have to assemble?
For every subscriber and every director: PAN, Aadhaar or passport, a passport size photograph, and a recent bank statement or utility bill in that person's own name. Papers for directors outside India need apostille or consularisation, usually the slowest item on the list.
For the registered office itself:
- A utility bill for the premises no more than two months old, in the name of the owner or the occupier.
- The rental or lease agreement for the Bengaluru address, stamped under the Karnataka Stamp Act 1957 before it is signed.
- A no objection certificate from the owner, naming the company being incorporated.
- The khata or the property tax receipt, where the landlord will part with a copy.
Chase that last item even though incorporation does not turn on it. When the establishment is registered on e-Karmika weeks later, the Labour Department takes a lease agreement, a GST record or a khata as address proof, so one pack serves both filings.
How the registration runs, step by step
- We test whether the public limited form is right at all, and whether seven subscribers and three directors can genuinely sign. If not, we say so before you pay.
- Digital signatures are issued for all ten signatories, and director identification numbers are applied for inside the incorporation form itself.
- Two name options go up for reservation, screened against the trade marks database so a reservation is not spent on a name you cannot defend.
- The memorandum and articles are drafted to your objects, stamp duty is computed on the authorised capital, and SPICe+ goes in on MCA V3 with the PAN and TAN applications inside it.
- The certificate of incorporation issues with a Corporate Identity Number in which the KA state code marks it out as a Karnataka registration.
What does a public limited company cost in Bengaluru?
Our fee starts at ₹4,999. Around it sit statutory amounts nobody can waive, and the two Karnataka ones are what promoters usually leave out of the budget.
| Cost head | What sets the amount | Where it lands in Bengaluru |
|---|---|---|
| LegalX India professional fee | Signatories, objects and drafting | ₹4,999 onwards |
| Stamp duty on the memorandum | Act 04 of 2024, in force 3 February 2024 | ₹5,000, borne by the company |
| Stamp duty on the articles | Authorised share capital | ₹5,000 for every ₹10 lakh or part, capped at ₹1 crore |
| Professional tax enrolment | Schedule entry 10, companies | ₹2,500 for the year |
| Establishment registration on e-Karmika | Staff on the day work commences | ₹405 with no employees, ₹810 for 1 to 9 |
Digital signature and name reservation charges move with the number of signatories and with whether the first name choice survives.
Which registrar and which portal actually receive the filing?
Wherever in Karnataka your board decides to sit, the file lands in one place. ROC Bengaluru keeps the register for every company in the state, and MCA spellings vary, so the identical office surfaces as ROC Bangalore on portals and challans. SPICe+ at incorporation, then AOC-4, MGT-7, ADT-1 and INC-20A afterwards, all go up through the MCA V3 portal. Processing is central, after which the company is entered on ROC Bengaluru's register.
Territory did not move in the February 2026 MCA restructuring, and one registrar still covers the whole of Karnataka. The Regional Director did move: that work now sits with the South-Western Region Directorate at Bengaluru. Kendriya Sadana in Koramangala houses both offices. Section 454(5) gives sixty days to carry an adjudicating officer's penalty order to the Regional Director, and for a Karnataka company that appeal travels no further than the registrar's own building.
A counter visit is never part of it. Printing is. Section 12(3)(c) puts the company name, the registered office address and the CIN on your letters, billheads and notices.
Which Karnataka registrations follow within the first month?
Incorporation opens a state checklist rather than closing one.
Professional tax comes first. A company carrying on a profession, trade or calling answers entry 10 of the Karnataka Schedule at ₹2,500 a year, and a GSTIN under state code 29 would pull it into entry 2 anyway. Explanation I disposes of the overlap: where more than one entry applies, tax is payable under any one of them, so ₹2,500 is paid once. Section 5(3) gives thirty days from commencement to apply for enrolment, free of charge, on e-Prerana at ptax.karnataka.gov.in. For a year the statutory payment date is 30 April. Staff bring a registration certificate as well, with deduction from every employee drawing a monthly salary of ₹25,000 and above. A director's own enrolment certificate is a separate question, turning on the manner of payment and on that director's other activity, so we settle it seat by seat instead of enrolling the board wholesale.
Then the establishment itself. Section 4(1) of the Karnataka Shops and Commercial Establishments Act 1961 sets no headcount qualifier, so every establishment is caught, and the window in section 4(3) is thirty days from the day work commences. Application, fee and certificate all sit on e-Karmika, with the payment routed through Khajane-II, and the certificate stands for five years.
Two more follow close behind. Cross ten employees and Chapter IV of the Code on Social Security, 2020 applies, that Code having replaced the old insurance statute on 21 November 2025. Municipal licensing then reaches the board's own premises: section 303 of the Greater Bengaluru Governance Act, 2024 lists Corporate Offices, and shared office and living spaces, among its subjects. The application is addressed to the Commissioner of whichever of the five city corporations holds your street. Those five have covered Bengaluru since 2 September 2025, so we confirm the address on the Greater Bengaluru Authority Know Your Ward tool before anything municipal is filed. A registered office in Electronic City is the exception, since Phases I, II and III belong to an industrial township that ELCITA runs.
Which part of a public limited incorporation is worth paying for?
The SPICe+ form is the easy part. Three other things stall a public limited filing: ten sets of digital signatures, and seven subscribers who must every one of them sign the same memorandum. The third is an authorised capital figure, which fixes the stamp duty before the articles can be settled. So the address pack is ready before a name is reserved, the duty is computed before drafting closes, and the two Karnataka clocks are started at once rather than discovered after they have run out.
Our CA and CS team runs the engagement online, quotes it transparently, and calls back within 30 minutes. Registration and compliance work for more than 15,000 businesses stands behind that, at a 4.8 rating on Google. R.T. Nagar is where our Bengaluru office sits should you prefer to meet, though no step above asks you to travel, and jurisdiction follows your own registered address rather than ours.
For the statutory minimums, the listing route and the national picture, read the full public limited company registration process nationwide.