Register a public limited company with its registered office in Bengaluru: three directors, seven subscribers, articles written for a public company and a SPICe+ filing that ROC Bangalore approves first time. Professional fee from Rs 17,499, excluding GST.
| Item | Position for Bengaluru |
|---|---|
| Governing law | Companies Act, 2013 |
| Minimum members | 7 (Section 3(1)(a)) |
| Minimum directors | 3, with at least one resident in India for 182 days or more in the financial year |
| Minimum paid-up capital | None |
| Registrar | ROC Bangalore, for the whole State of Karnataka |
| Regional Director | RD South-Western Region, Bengaluru (from 16 February 2026) |
| Incorporation form | SPICe+ Part A and Part B with e-MOA, e-AOA and AGILE-PRO-S |
| Commencement | INC-20A within 180 days of incorporation |
| Typical timeline | 15 - 20 working days with documents ready |
Most of the enquiries we receive for a public company in Bengaluru come from founders who have been told that "Limited" looks bigger than "Private Limited". It costs more to run and gives a startup almost nothing it cannot get as a private company. Venture funds, angel networks and ESOP plans all work inside the private form.
The public form earns its keep in four situations: the shareholder base will pass 200, shares must move freely between many holders, a listing on an SME or main board is genuinely planned, or a tender, lender or regulator asks for a public company by name. A community savings scheme is a fifth, because a Nidhi must be a public company; see Nidhi company registration in Bangalore.
If none of these applies, our private limited company registration service is the better buy. The full comparison is in our public vs private limited company guide.
Incorporation is processed online, so the paperwork is the same in every state. What Karnataka decides is the Registrar you answer to for the life of the company, the Regional Director who hears applications the Act sends to the Central Government's regional office, and the stamp duty on the MOA and AOA.
Karnataka has one ROC, at Bengaluru, and its jurisdiction is the whole state. One practical result is that moving the registered office from Bengaluru to Mysuru or Belagavi never crosses an ROC boundary, so it does not need the Regional Director's confirmation that a move between two ROCs inside the same state needs elsewhere. A shift out of Karnataka is different: the MOA alteration needs Central Government approval, and from 16 February 2026 a Karnataka company applies to the RD, South-Western Region, at Bengaluru.
The national process is on our public limited company registration page. The rest of this page is written for a company whose registered office is in Bengaluru.
| Step | Authority | Notes |
|---|---|---|
| Name reservation and incorporation | Central Registration Centre, then ROC Bangalore | Filed through SPICe+ |
| Stamp duty on MOA and AOA | Karnataka, collected through the MCA portal | Computed at filing on authorised capital |
| PAN and TAN | Income Tax Department | Issued with the Certificate of Incorporation |
| Commencement of business | ROC Bangalore | INC-20A within 180 days |
| Shift of registered office out of Karnataka | RD South-Western Region, Bengaluru | Central Government approval for the MOA change |
| GST, if applied for | GST common portal | Optional in AGILE-PRO-S |
We confirm seven genuine subscribers, three directors, the resident-director condition and the capital. Directors can also be subscribers, so seven persons are enough in total.
Every director and subscriber who will sign electronically needs a DSC. For a seven-subscriber company this is usually the slowest step, so we start it on the first day.
Up to two names ending in "Limited", checked against existing companies and registered trademarks before submission.
Objects drafted for the business you will actually run. Articles drafted for a public company: no private-company transfer restrictions, retirement of directors by rotation built in, and quorum rules that match Section 103.
Directors, subscribers, registered office and capital, DIN for new directors, PAN and TAN, and the linked registrations. Karnataka stamp duty is paid online with the filing.
The CRC approves the filing and issues the certificate with CIN, PAN and TAN; ROC Bangalore handles filings from then on.
Open the bank account, collect subscription money, appoint the first auditor within 30 days of incorporation, file INC-20A within 180 days and issue share certificates. Our INC-20A filing service covers the commencement declaration.
| Stage | Working days | Depends on |
|---|---|---|
| DSCs for seven or more signatories | 1 - 3 | Video KYC for each person |
| Name reservation | 2 - 4 | Name objections |
| e-MOA, e-AOA and SPICe+ preparation | 3 - 5 | Clarity of objects and capital |
| ROC Bangalore processing | 5 - 10 | Queries on attachments |
| Total to incorporation | 15 - 20 | Excludes INC-20A and post-incorporation steps |
| Head | Position |
|---|---|
| SPICe+ filing fee | Nil where authorised capital is up to Rs 15 lakh; above that, by the MCA fee table |
| Name reservation | Rs 1,000 per application |
| Stamp duty on MOA and AOA | Under the Karnataka Stamp Act, 1957, computed on the MCA portal at filing |
| DSCs | At actuals, for each director and subscriber |
Stamp duty is linked to authorised capital, so setting authorised capital far above what you will issue in the first year raises both the SPICe+ fee and the duty. We show you the figure at two or three capital levels before you decide.
| Plan | Professional fee | Covers |
|---|---|---|
| Starter | From Rs 17,499 | Structure review, name, DIN, e-MOA and e-AOA, SPICe+ filing, PAN, TAN and Certificate of Incorporation |
| Standard | On quote | Starter plus DSCs, first board meeting, statutory registers, first auditor and INC-20A |
| Pro | On quote | Standard plus the first year of ROC compliance, AGM, AOC-4 and MGT-7, and a public-company meeting calendar |
All plans exclude GST. MCA fees, Karnataka stamp duty and DSCs are paid at actuals and shown separately on your invoice.
All fees and charges listed are indicative only and do not constitute a binding offer. Final amounts may vary depending on the volume of work and the complexity involved.
| Threshold | What it triggers |
|---|---|
| Paid-up share capital of Rs 10 crore or more | Whole-time key managerial personnel, including a company secretary, under Rule 8 of the managerial personnel rules |
| Paid-up capital Rs 10 crore, turnover Rs 100 crore, or loans, debentures and deposits above Rs 50 crore | At least two independent directors, an audit committee and a nomination and remuneration committee |
| Borrowing beyond paid-up capital, free reserves and securities premium | Special resolution under Section 180 |
| Listing | SEBI and stock-exchange requirements on top of the Companies Act |
A newly registered Bengaluru public company with modest capital sits below all of these. The test is run on the latest audited financial statements, so it has to be repeated every year as the company raises money.
| Obligation | Why it matters |
|---|---|
| INC-20A within 180 days | Without it the company cannot commence business or borrow |
| First auditor within 30 days of incorporation | Board appointment; the AGM appoints for five years after that |
| At least four board meetings a year, gap not more than 120 days | No small-company relief for a public company |
| AGM, AOC-4 and MGT-7 every year | Per-day additional fee on late filing and director disqualification risk |
| DIR-3 KYC once every three financial years | A director's DIN is deactivated if missed |
| Karnataka professional tax | Employer registration once the company has employees in the state |
Our annual compliance service runs the yearly calendar, and the first 180 days after incorporation guide lists every early deadline.
| Fresh public company | Convert existing Pvt Ltd | |
|---|---|---|
| When it fits | New venture with no contracts or history | Trading company that has outgrown the private form |
| Registrar | ROC Bangalore | ROC Bangalore |
| Main filings | SPICe+ Part A and B | Special resolution, MGT-14 and INC-27 |
| CIN and history | New | Company continues; CIN updated for public status |
| Contracts, bank accounts, licences | Opened fresh | Continue, with name-change updates |
See Pvt Ltd to Public conversion and our conversion guide if you already run a private company.
We are a CA and CS practice operating under DSG CORPORATE FINANCIAL ADVISORS LLP, working with Karnataka companies from our office at 26, Krishnalaya Complex, 4th Cross, N.R. Road, Bengaluru 560002.
| Reference | Relevance |
|---|---|
| Sections 3(1)(a) and 149(1), Companies Act, 2013 | Seven members and three directors |
| Section 149(3) | At least one resident director |
| Section 10A | Declaration for commencement of business in INC-20A |
| Section 139(6) | First auditor within 30 days of incorporation |
| Section 203 and Rule 8, managerial personnel rules | Whole-time KMP for public companies with Rs 10 crore paid-up capital |
| Section 12(5), Companies Act, 2013 | Special resolution for a move outside local limits; RD confirmation only for a move between two ROCs in one state |
| Section 13(4) | Central Government (RD) approval to shift the registered office to another state |
| S.O. 831(E), 24 March 2015 | ROC Bangalore jurisdiction over the whole State of Karnataka |
| MCA restructuring effective 16 February 2026 | RD South-Western Region at Bengaluru |
Authority sources: Ministry of Corporate Affairs at mca.gov.in and the Press Information Bureau release of 31 December 2025.
A cluster of eleven auto-component suppliers on the city's industrial belt wanted a jointly owned company to bid for tenders that required a public limited company, with room to admit more suppliers later. Three of the promoters became directors, one of them resident in Bengaluru throughout the year. We set authorised capital at Rs 15 lakh to keep the SPICe+ fee nil, drafted articles without transfer restrictions, and filed SPICe+ once all eleven DSCs were in hand. ROC Bangalore issued the certificate on the eleventh working day, and INC-20A was filed in week six after subscription money reached the bank.
Illustrative scenario based on typical file patterns. Not a named client engagement.
Same city: Nidhi Company Registration in Bangalore, OPC Registration in Bangalore, LLP Registration in Bangalore, Auditor Appointment in Bangalore. National: public limited company registration and private limited company registration.
ROC Bangalore. Karnataka has one Registrar of Companies, at Bengaluru, with jurisdiction over the whole state. The SPICe+ filing is processed online, and the company files its returns before ROC Bangalore for as long as its registered office stays in Karnataka.
At least seven subscribers and three directors, and the same persons can fill both roles, so seven people are enough. At least one director must have stayed in India for 182 days or more in the financial year.
No. The minimum paid-up capital requirement was removed by the Companies (Amendment) Act, 2015. Keeping authorised capital at or below Rs 15 lakh keeps the SPICe+ filing fee nil, though Karnataka stamp duty on the MOA and AOA still applies.
Duty is charged under the Karnataka Stamp Act, 1957 and rises with authorised capital. It is computed and paid on the MCA portal when SPICe+ is filed, and we show you the figure at your chosen capital before filing.
Not at the start, unless it is listed. Under Rule 8 of the managerial personnel rules, a public company must have whole-time key managerial personnel, including a company secretary, once its paid-up share capital is Rs 10 crore or more.
The South-Western Region Regional Directorate in Bengaluru, set up with effect from 16 February 2026 for Karnataka, Kerala and Lakshadweep. A Karnataka company that wants to shift its registered office to another state applies there.
Yes, and because ROC Bangalore covers the whole state, the move does not cross an ROC boundary and needs no Regional Director confirmation. A move outside the city's local limits needs a special resolution and the usual ROC filing.
Our indicative timeline is 15 to 20 working days with documents ready. DSCs for seven or more signatories and name objections are the usual causes of delay. These are service timelines, not a guarantee of approval.
If the private company is already trading, usually yes. Conversion by special resolution, MGT-14 and INC-27 keeps the company's contracts, bank accounts and history. A fresh registration suits a new venture with nothing to carry over.
Tell us what you need and a real CA calls you back, with no scripts and no transfers. Call 72783 76654. Mon - Sat, 10:00 AM - 7:00 PM IST.
Reviewed by CorporateWalla's CA and CS team · Last Updated 19 October 2026 · · Sources: Ministry of Corporate Affairs, PIB: MCA restructuring of RoC and RD offices, effective 16 February 2026
Canonical: https://corporatewalla.com/bangalore/public-limited-company-registration
