A Bengaluru company that gets its registered office wrong pays for it under section 12 of the Companies Act 2013. The penalty is ₹1,000 for every day the default continues, capped at ₹1 lakh, and it falls on the company and on every officer in default. Section 12(9) also lets the Registrar have the address physically verified, and start strike off where he has reasonable cause to believe no business is carried on there. That bites harder here than in most cities, because so many Bengaluru promoters incorporate at a coworking desk in Koramangala or on a shared floor in Whitefield. Settle the address, the seven subscribers and the three directors first, and the rest of a public limited incorporation is orderly.
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:
- A SaaS founder in Koramangala who has closed a seed round and whose investors want a shell that can take public money later.
- 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?
ROC Bengaluru holds the register for every company in the state. The MCA spells the office both ways, so the same registrar surfaces as ROC Bangalore on portals and challans. Every e-form here, SPICe+ at incorporation and AOC-4, MGT-7, ADT-1 and INC-20A afterwards, is filed on the MCA V3 portal. Incorporation is processed centrally and the company is then placed on ROC Bengaluru's register.
The February 2026 MCA restructuring left ROC Bengaluru's territory unchanged, one registrar for the whole of Karnataka. It did change the Regional Director: that work now sits with the South-Western Region Directorate at Bengaluru. Both offices run out of Kendriya Sadana in Koramangala. An appeal under section 454(5) against an adjudicating officer's penalty order runs to the Regional Director within sixty days, and here that office is in the same building as the registrar.
None of it needs a counter visit. What it needs is the number on your stationery: section 12(3)(c) requires a company to print its name, registered office address and CIN on its letters, billheads and notices.
Which Karnataka registrations follow within the first month?
Incorporation opens a state checklist rather than closing one.
Start with professional tax. Entry 10 of the Karnataka Schedule catches a company that carries on a profession, trade or calling, at ₹2,500 a year. A GSTIN under state code 29 would catch it under entry 2 in any case. Explanation I settles the worry: where more than one entry applies, tax is payable under any one of them, so it is ₹2,500 once. Enrolment is applied for within thirty days of commencement under section 5(3), on e-Prerana at ptax.karnataka.gov.in, and no fee is charged. The statutory payment date for a year is 30 April. Once staff arrive a registration certificate follows too, and the employer deducts from every employee on a monthly salary of ₹25,000 and above. Whether a director also needs an enrolment certificate personally depends on how that director is paid and what else they do. We work that out position by position rather than enrolling everyone by default.
Then the establishment itself. The Karnataka Shops and Commercial Establishments Act 1961 reaches every establishment, with no headcount qualifier in section 4(1), and section 4(3) allows thirty days from the day work commences. Application, fee through Khajane-II and certificate all run on e-Karmika, and the certificate stands for five years.
Two more arrive close behind. An establishment employing ten or more persons falls inside Chapter IV of the Code on Social Security, 2020, which replaced the old insurance statute on 21 November 2025. A Bengaluru corporate office also sits inside the municipal licensing net. Section 303 of the Greater Bengaluru Governance Act, 2024 names Corporate Offices and shared office and living spaces among its subjects. That application is addressed to the Commissioner of whichever corporation holds your street. Five city corporations have covered Bengaluru since 2 September 2025, so we confirm yours on the Greater Bengaluru Authority Know Your Ward tool before filing anything municipal. Electronic City is the exception, because Phases I, II and III belong to an industrial township that ELCITA runs.
Why LegalX India in Bengaluru?
The value is not in the SPICe+ form but in the order of operations. The address pack is assembled before the name goes up. Stamp duty is computed before the articles are settled. Professional tax enrolment and the e-Karmika registration are lined up so the thirty day clocks do not expire while everyone admires the certificate.
The whole engagement is handled online by our CA and CS team, with transparent pricing and a callback within 30 minutes. More than 15,000 businesses have used us for registration and compliance, at a 4.8 rating on Google. If you would rather sit with someone, our Bengaluru office is in R.T. Nagar, though nothing here 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.