Register a private limited company with its registered office in Kolkata or anywhere in West Bengal. We file SPICe+ with the Central Registration Centre, map your address to ROC Kolkata-I or Kolkata-II before drafting, and carry the company through its auditor, INC-20A, professional tax and trade licence. Professional fee Rs 1,999 plus government fees and DSC, excluding GST.
| Item | Position for a Kolkata company |
|---|---|
| Governing law | Companies Act, 2013 and the Companies (Incorporation) Rules, 2014 |
| Who processes incorporation | Central Registration Centre (CRC), Ministry of Corporate Affairs |
| Registrar after incorporation | ROC Kolkata-I (Kolkata district and Sikkim) or ROC Kolkata-II (rest of West Bengal) |
| Minimum people | 2 directors and 2 shareholders, who can be the same individuals |
| Resident director | At least one, in India for 182 days or more in the financial year |
| Minimum capital | None |
| Form | SPICe+ (INC-32) with e-MOA, e-AOA and AGILE-PRO-S |
| MCA filing fee | Nil up to Rs 15 lakh authorised capital |
| West Bengal stamp duty | Rs 370 in all (Rs 10 form, Rs 60 MOA, Rs 300 AOA) per the MCA e-stamp schedule |
| Typical timeline | 7 - 15 working days from DSCs to Certificate of Incorporation |
There is no West Bengal incorporation certificate and no counter in Kolkata where a company is formed. The SPICe+ application is filed online and examined by the Central Registration Centre, which reserves the name, approves the incorporation and issues the Certificate of Incorporation along with PAN and TAN. A company with its registered office in Ballygunge goes through the same CRC desk as one in Bengaluru.
The Kolkata part starts once the certificate is issued. The company's file then sits with ROC Kolkata-I or Kolkata-II, which examines INC-20A, ADT-1, AOC-4 and MGT-7, adjudicates penalties and can verify your registered office.
The West Bengal address also fixes the stamp duty, professional tax and the municipal trade licence. For the city-level background, read our guide to company registration in Kolkata; for the full national mechanics, see private limited company registration.
With effect from 16 February 2026, the Ministry of Corporate Affairs split the old ROC Kolkata into two offices, both seated in Kolkata. The test is the revenue district of the registered office, not the postal "Kolkata" in the address or the PIN code.
| Registered office in | Examples | Registrar |
|---|---|---|
| Kolkata district | Park Street, Dalhousie and BBD Bagh, Burrabazar, Bowbazar, Ballygunge, Gariahat, Shyambazar | ROC Kolkata-I |
| Sikkim | Gangtok and the rest of the State | ROC Kolkata-I |
| North 24 Parganas | Salt Lake (Bidhannagar) including Sector V, New Town and Rajarhat, Lake Town, Bangur Avenue, Dum Dum | ROC Kolkata-II |
| South 24 Parganas | Areas such as Behala, Jadavpur, Joka and Garden Reach, which many people treat as central Kolkata | ROC Kolkata-II |
| Howrah, Hooghly and other districts | Howrah, Serampore, Durgapur, Asansol, Siliguri | ROC Kolkata-II |
The surprise is the southern fringe. Behala, Jadavpur, Joka and Garden Reach are inside KMC but recorded in South 24 Parganas for revenue purposes, so a company there is a Kolkata-II company that still takes its trade licence from KMC. We read the district from the property record before drafting.
Moving later from Park Street to Sector V is a shift between two registrars in the same State, which under Section 12(5) and Rule 28 of the Incorporation Rules needs the Regional Director, Eastern Region's confirmation in Form INC-23. Choosing the district carefully avoids that application.
For filings after incorporation, see our ROC Kolkata filing guide.
| Requirement | Position | Source |
|---|---|---|
| Members | 2 to 200, excluding present and former employee members | Section 2(68) |
| Directors | At least 2; up to 15 without a special resolution | Section 149(1) |
| Resident director | At least one director in India for 182 days or more in the financial year | Section 149(3) |
| Name | Ends with "Private Limited" | Section 4(1)(a) |
| Registered office | Capable of receiving and acknowledging communications within 30 days of incorporation | Section 12(1) |
| Capital | No minimum; Rs 1 lakh authorised capital is a common starting point | Companies Act, 2013 |
Two founders can be both directors and shareholders. An NRI or foreign national can hold either role, provided one director meets the residency test and the sector permits foreign investment.
The name and address on the bill, agreement and NOC must agree word for word; a mismatch is the commonest resubmission on Kolkata files.
File the latest utility bill with a sale deed or municipal tax receipt, plus the owner's NOC where the owner is not the company. A residential flat in Salt Lake or South Kolkata is acceptable; a company need not start in commercial space.
A rent agreement, the landlord's NOC and a recent utility bill are enough. If you will take a trade licence there, make sure the agreement permits commercial use.
Acceptable with the owner's NOC and bill, if the owner accepts that statutory notices and a possible Registrar's visit will come to that door.
A co-working desk with a licence agreement, NOC and bill is fine. A virtual office that exists only on paper is a risk. Under Section 12(9) of the Act and Rule 25B of the Incorporation Rules, inserted in 2022, the Registrar can physically verify a registered office in the presence of two independent local witnesses, photograph it and, if the company cannot be found there, give the company and all its directors 30 days to respond before moving to strike the name off under Section 248.
GST officers can also verify the place of business under Rule 25 of the CGST Rules. Our guide to choosing a registered office compares the options.
Shareholding, directors, capital and objects fixed, and the office district confirmed.
Class 3 DSCs for every signatory; new directors get a DIN through SPICe+.
Filed separately, Part A takes two proposed names; the approved one is reserved for 20 days. We search the MCA and trademark registers first.
An object clause written for the actual business, since banks and GST officers read it.
Incorporation details filed with AGILE-PRO-S for EPFO, ESIC, the bank account and an optional GSTIN.
The portal computes the MCA fee and West Bengal stamp duty, paid online through the e-stamp gateway.
Issued by the CRC with CIN (carrying the WB code), PAN and TAN.
Set out in the checklist below.
| Stage | Working days | What moves it |
|---|---|---|
| DSCs and DIN details | 1 - 2 | Video KYC and matching names on PAN and Aadhaar |
| Name approval (Part A) | 2 - 3 | Uniqueness and trademark conflicts |
| Drafting and Part B filing | 2 - 4 | Office documents and signatures |
| CRC processing and certificate | 2 - 6 | Resubmission requests, if any |
| Total | 7 - 15 | Indicative; approval is at the CRC's discretion |
| Head | Amount | Basis |
|---|---|---|
| Name reservation (SPICe+ Part A) | Rs 1,000 per name applied for | MCA fee |
| SPICe+ filing fee | Nil up to Rs 15 lakh authorised capital; by fee slab above that | MCA fee |
| Stamp duty on incorporation form | Rs 10 | MCA e-stamp schedule, West Bengal |
| Stamp duty on MOA | Rs 60 | MCA e-stamp schedule, West Bengal |
| Stamp duty on AOA | Rs 300 | MCA e-stamp schedule, West Bengal |
| DSCs | At actuals, per signatory | Certifying authority |
West Bengal's duty is flat for a company with share capital, so a company with Rs 1 lakh and one with Rs 10 lakh authorised capital pay the same Rs 370. Government cost for a standard two-director company within Rs 15 lakh capital is therefore Rs 1,370 before DSCs. If the portal ever computes a different figure at filing, the portal figure is what you pay.
| Service | Professional fee | What is covered |
|---|---|---|
| Private limited company registration | Rs 1,999 + government fees and DSC | District and ROC check, name search and Part A, DIN, e-MOA and e-AOA, SPICe+ Part B with AGILE-PRO-S, PAN and TAN |
| GST registration | From Rs 999 | GSTIN for the company in West Bengal, if not taken through SPICe+ |
| Annual compliance (Pvt Ltd) | From Rs 4,999 a year | Board minutes, AOC-4, MGT-7 and the yearly ROC calendar |
All fees exclude GST. Government fees, stamp duty and DSCs are paid at actuals and shown separately on your invoice. We work on 50% upfront, 50% on delivery.
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.
| Task | Deadline | Notes |
|---|---|---|
| Registered office able to receive notices | Within 30 days of incorporation | Section 12(1); keep the name board and documents at the address |
| First board meeting | Within 30 days of incorporation | Section 173(1); directors disclose interests in MBP-1 |
| First auditor appointed by the board | Within 30 days of incorporation | Section 139(6); if the board misses it, members appoint within 90 days. See auditor appointment in Kolkata |
| Share certificates issued | Within two months of incorporation | Section 56(4)(a) |
| Subscription money received in the company bank account | Before INC-20A | Bank statement is attached to the declaration |
| INC-20A declaration of commencement | Within 180 days of incorporation | Section 10A; the company cannot commence business or borrow until it is filed. See INC-20A filing |
| Professional tax enrolment (company) | Once liable; Rs 2,500 a year | West Bengal Schedule, entry for companies |
| Professional tax registration (employer) | Before deducting from salaries above Rs 10,000 a month | Deduct Rs 110 to Rs 200 a month by slab |
| Trade licence | Before trading from the premises | KMC Certificate of Enlistment, or Bidhannagar, NKDA, Howrah or the local municipality |
| GST registration | On crossing the threshold, or earlier where the law requires it | West Bengal GSTIN begins with state code 19 |
A company pays a flat Rs 2,500 a year regardless of turnover and needs an enrolment certificate, plus an employer registration once salaries cross Rs 10,000 a month. Directors are a separate Schedule entry, from nil up to Rs 60,000 of gross annual income to Rs 2,500 above Rs 5 lakh. Our West Bengal professional tax service sets up all three.
Within KMC it is a Certificate of Enlistment under Section 199 of the KMC Act, 1980. Salt Lake falls under Bidhannagar Municipal Corporation, New Town under NKDA and Howrah under its own corporation; Lake Town and Dum Dum apply to their local municipality. We file the KMC application as part of our trade licence service.
A West Bengal GSTIN begins with 19 followed by the company PAN, taken in SPICe+ or later; see GST registration or our GST registration in Kolkata page for the local verification process.
| Private limited | OPC | LLP | |
|---|---|---|---|
| Minimum people | 2 directors, 2 shareholders | 1 member and 1 nominee | 2 designated partners |
| Raising equity | Straightforward | Not possible without conversion | Difficult in practice |
| Statutory audit | Every year | Every year | Only above the turnover or contribution thresholds |
| WB stamp duty at formation | Rs 370 | Rs 370 | On the LLP agreement |
| Kolkata page | This page | OPC registration in Kolkata | LLP registration in Kolkata |
For a charity or CSR vehicle, see Section 8 company in Kolkata.
We are a CA and CS practice operating under DSG CORPORATE FINANCIAL ADVISORS LLP, headquartered at 129A, Bangur Avenue, Block A, Lake Town, Kolkata 700055, and we have supported 2,500+ companies across our practice.
| Reference | Relevance |
|---|---|
| Sections 2(68), 3, 4 and 7, Companies Act, 2013 | Definition, formation, name and incorporation of a private company |
| Section 10A | Declaration for commencement of business (INC-20A) |
| Section 12 and Rules 25B and 28, Companies (Incorporation) Rules, 2014 | Registered office, physical verification and shifting between registrars |
| Sections 56, 139, 149 and 173 | Share certificates, first auditor, directors and board meetings |
| MCA state-wise e-stamp schedule, West Bengal row | Stamp duty on the incorporation form, MOA and AOA, collected through SPICe+ |
| West Bengal State Tax on Professions, Trades, Callings and Employments Act, 1979 | Professional tax for the company, directors and employees |
| Kolkata Municipal Corporation Act, 1980, Section 199 | Certificate of Enlistment for trade within KMC |
Authority sources: Ministry of Corporate Affairs (mca.gov.in) including its state-wise e-stamp schedule, the PIB release on the Kolkata-I / Kolkata-II split, and the West Bengal Directorate of Commercial Taxes professional tax schedule.
Two founders of a logistics software business planned to register at a parent's flat in Jadavpur, expecting ROC Kolkata-I. The property record placed it in South 24 Parganas, so the file went to Kolkata-II, and the electricity bill was in a grandparent's name. We obtained the current owner's NOC, kept authorised capital at Rs 10 lakh so government cost stayed at Rs 1,370 plus DSCs, and lined up the KMC licence and professional tax for the week after incorporation. INC-20A was filed in the second month.
Illustrative scenario based on typical file patterns. Not a named client engagement.
Same city: Annual Compliance for Pvt Ltd in Kolkata, GST Registration in Kolkata, OPC Registration in Kolkata, LLP Registration in Kolkata, Section 8 Registration in Kolkata, Auditor Appointment in Kolkata, DPT-3 Filing in Kolkata and Closure of a Private Limited Company in Kolkata.
Nationally: Private Limited Company Registration, INC-20A Filing, Annual Compliance for Pvt Ltd, Professional Tax West Bengal and KMC Trade Licence.
Incorporation itself is processed by the Central Registration Centre. After that the company sits with ROC Kolkata-I if its registered office is in Kolkata district, or ROC Kolkata-II if it is anywhere else in West Bengal, including Salt Lake, New Town, Lake Town and Howrah. The split took effect on 16 February 2026.
Usually not. These areas are inside the Kolkata Municipal Corporation but are recorded in South 24 Parganas for revenue purposes, so the company goes to ROC Kolkata-II while still taking its trade licence from KMC. We confirm the district from the property and utility records before filing.
For a two-director company with authorised capital up to Rs 15 lakh, government cost is about Rs 1,370 before DSCs: Rs 1,000 for one name, nil SPICe+ fee and Rs 370 West Bengal stamp duty. Our professional fee is Rs 1,999 plus GST, with government fees and DSCs charged separately.
The MCA e-stamp schedule lists West Bengal at Rs 10 on the incorporation form, Rs 60 on the MOA and Rs 300 on the AOA for a company with share capital, Rs 370 in all. It does not rise with capital. The portal computes and collects it at filing.
Typically 7 to 15 working days from DSCs to the Certificate of Incorporation, if the name is approved first time and the CRC raises no resubmission.
Yes. A residential flat is acceptable with a utility bill not older than two months and an NOC from the owner. The names and address on the bill, agreement and NOC must match exactly.
Only if it is a real, staffed address with a proper agreement, NOC and utility bill. Under Rule 25B the Registrar can physically verify the office with two independent witnesses, and a company not found there can face strike-off proceedings. GST officers can also verify the premises.
Hold the first board meeting and appoint the first auditor within 30 days, issue share certificates within two months, bank the subscription money and file INC-20A within 180 days. Add professional tax enrolment, the trade licence and GST where applicable.
Yes. A company registered under the Companies Act pays a flat Rs 2,500 a year under the West Bengal Schedule. Employer deductions start only once salaries above Rs 10,000 a month are paid, and directors are assessed separately on their own income.
If the company carries on trade from premises in the KMC area, yes: a Certificate of Enlistment under Section 199 of the KMC Act, 1980. Salt Lake, New Town and Howrah have their own authorities.
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Reviewed by CorporateWalla's CA and CS team · Last Updated 22 October 2026 · · Sources: Ministry of Corporate Affairs, MCA state-wise e-stamp duty schedule, PIB: new RD and ROC offices from 16 February 2026, West Bengal professional tax schedule
Canonical: https://corporatewalla.com/kolkata/private-limited-company-registration
