Incorporate a public limited company with its registered office in Kolkata, filed through SPICe+ with ROC Kolkata-I or Kolkata-II. We structure the three directors and seven subscribers, draft articles written for a public company rather than borrowed from a private one, and take you through INC-20A and the first auditor. Professional fee from Rs 17,499, excluding GST and government fees.
| Item | Position for Kolkata |
|---|---|
| Governing law | Companies Act, 2013 |
| Registrar | ROC Kolkata-I (Kolkata district and Sikkim) or ROC Kolkata-II (rest of West Bengal) |
| MCA regional office | Regional Director, Eastern Region, Kolkata |
| Minimum members | 7 (Section 3(1)(a)) |
| Minimum directors | 3 (Section 149(1)) |
| Minimum capital | None |
| Incorporation form | SPICe+ with e-MOA and e-AOA |
| Commencement | INC-20A within 180 days of incorporation |
| Typical timeline | 15 - 20 business days to incorporation |
Most Kolkata businesses that ask us for a public limited company actually need a private one. A public company is the right vehicle where shareholding will be wide from the start, where shares must move freely between investors, where a tender or a lender insists on it, or where a listing is genuinely on the roadmap. It is also the base structure for a Nidhi.
The cost of the choice shows up after incorporation, not before. A public company works under stricter rules on board powers, loans to directors, related-party transactions and general meetings, and its compliance calendar is heavier. If your founders and two or three angel investors are the whole cap table, start with a private limited company and convert later through Pvt Ltd to Public conversion.
Our public vs private limited company guide sets out the trade-offs in detail.
| Registered office | Registrar | Regional Director |
|---|---|---|
| Kolkata district, for example Dalhousie, Park Street, Burrabazar, Ballygunge or Lake Town | ROC Kolkata-I, Kolkata | RD Eastern Region, Kolkata |
| Elsewhere in West Bengal, for example Salt Lake, New Town, Rajarhat, Howrah or Durgapur | ROC Kolkata-II, Kolkata | RD Eastern Region, Kolkata |
ROC Kolkata was divided into these two offices with effect from 16 February 2026. Both are in Kolkata. The office is fixed by the address you file as the registered office, so a company that later moves from Lake Town to Sector V in Salt Lake moves from Kolkata-I to Kolkata-II as well.
Salt Lake's Sector V and the Rajarhat IT parks sit outside Kolkata district even though most people describe them as Kolkata. Check the district on the electricity bill you will use as office proof before you file.
| Requirement | Position | Source |
|---|---|---|
| Subscribers | At least 7 persons | Section 3(1)(a) |
| Directors | At least 3, 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 "Limited" | Section 4(1)(a) |
| Registered office | In West Bengal for a Kolkata ROC, with proof | Section 12 |
| Company secretary | Whole-time KMP, including a CS, once paid-up capital reaches Rs 10 crore, or if listed | Rule 8, Managerial Personnel Rules |
Directors and subscribers can overlap, so seven people can include the three directors. A corporate subscriber counts as one member and signs through an authorised representative.
Confirm the seven subscribers, three directors, resident director, authorised and paid-up capital, and the district of the registered office.
Class 3 DSCs for everyone signing the e-forms.
Up to two names ending in "Limited", checked against existing companies and registered trademarks first.
Objects, capital clause and articles drafted for a public company, without the transfer restrictions a private company needs.
Directors and subscribers, DIN applications, registered office and capital, with AGILE-PRO-S for EPFO, ESIC, bank account and optional GSTIN.
West Bengal stamp duty on the MOA and AOA is computed by the MCA portal at filing and paid online with the forms.
Issued by ROC Kolkata-I or Kolkata-II with CIN, PAN and TAN.
Bank account, subscription money received, first auditor appointed within 30 days, share certificates issued, and INC-20A filed within 180 days.
| Stage | Business days | Depends on |
|---|---|---|
| DSCs | 1 - 2 | Video KYC for seven or more signatories |
| Name reservation | 2 - 4 | Name availability and trademark conflicts |
| MOA, AOA and SPICe+ Part B | 3 - 5 | Collecting every subscriber's signature |
| MCA processing | 5 - 10 | Queries from the registrar |
| Total to incorporation | 15 - 20 | Indicative, not a guarantee of approval |
| Head | Position |
|---|---|
| SPICe+ filing fee | Nil where authorised capital is up to Rs 15 lakh; above that, by the fee table |
| Name reservation | Rs 1,000 per application |
| Stamp duty on MOA and AOA | West Bengal rate, computed on the MCA portal at filing |
| DSCs | At actuals for each signatory |
| INC-20A | At actuals as charged on the MCA portal |
| Plan | Professional fee | Covers |
|---|---|---|
| Essential | From Rs 17,499 | Structure review, name, DIN, e-MOA and e-AOA, SPICe+ filing, PAN and TAN |
| Growth | On quote | Essential plus DSCs, first board meeting, registers, ADT-1 and INC-20A |
| Complete | On quote | Growth plus first-year AGM, AOC-4, MGT-7 and a public-company meeting calendar |
All plans exclude GST. Government fees, 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.
| Task | Deadline | Why it matters |
|---|---|---|
| First auditor appointed by the board | Within 30 days of incorporation | Otherwise members appoint at an EGM within 90 days |
| Subscription money banked | Before INC-20A | INC-20A declares that every subscriber has paid |
| INC-20A | Within 180 days | The company cannot commence business or borrow without it |
| Share certificates | Within two months of incorporation | Members' evidence of title |
| Professional tax and GST | As soon as staff or taxable supplies start | West Bengal professional tax registration once salaries attracting the tax are paid |
| Obligation | Position |
|---|---|
| Board meetings | At least four a year, with no more than 120 days between two meetings |
| AGM, AOC-4 and MGT-7 | Every year, filed with your Kolkata ROC |
| Return of deposits | DPT-3 for outstanding money or loans received |
| Independent directors and committees | Required once the company crosses the thresholds in the Directors Rules, or lists |
| Whole-time KMP | Managing director or whole-time director, CFO and CS once paid-up capital reaches Rs 10 crore |
Late filings are charged additional fees by the MCA, and penalties under Section 454 are adjudicated by ROC Kolkata-I or Kolkata-II. Appeals go to the Regional Director, Eastern Region. Our annual compliance service covers the calendar.
| Public limited | Private limited | Nidhi | |
|---|---|---|---|
| Members | 7 or more, no upper limit | 2 to 200 | 7 to start, 200 within 120 days |
| Directors | 3 or more | 2 or more | 3 or more |
| Share transfer | Free | Restricted by articles | Within the Nidhi Rules |
| Public offer of securities | Possible, subject to SEBI | Not allowed | Not allowed |
| Kolkata page | This page | National page | Nidhi in Kolkata |
We are a CA and CS practice operating under DSG CORPORATE FINANCIAL ADVISORS LLP from 129A, Bangur Avenue, Block A, Lake Town, Kolkata 700055, and we have supported 2,500+ companies across our practice.
| Reference | Relevance |
|---|---|
| Sections 3, 4 and 12, Companies Act, 2013 | Formation, name and registered office |
| Section 10A | Declaration for commencement of business (INC-20A) |
| Section 149 | Number of directors and resident director |
| Rule 8, Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 | Whole-time KMP threshold |
| Section 454 | Adjudication of penalties and appeal to the Regional Director |
Authority sources: Ministry of Corporate Affairs at mca.gov.in and PIB release of 31 December 2025 on the Kolkata-I / Kolkata-II split.
Nine investors from a Burrabazar trading family wanted a public company to hold a warehousing business, with shares they could pass among cousins without board consent. Their first draft used a Salt Lake office for the registered address and private-company articles from an older group company. We moved the registered office to the family's Kolkata district premises because the operating staff would sit there, which put the file with ROC Kolkata-I, rewrote the articles without transfer restrictions, and kept authorised capital at Rs 15 lakh so the SPICe+ fee stayed nil. INC-20A was filed in the second month after the subscription money was banked.
Illustrative scenario based on typical file patterns. Not a named client engagement.
Same city: Nidhi Company Registration in Kolkata, Private Limited Company Closure in Kolkata, Section 8 Registration in Kolkata and Auditor Appointment in Kolkata. Nationally: public limited company registration.
ROC Kolkata-I if the registered office is in Kolkata district, and ROC Kolkata-II if it is anywhere else in West Bengal, such as Salt Lake, New Town or Howrah. The split took effect on 16 February 2026, and both offices are in Kolkata.
At least seven subscribers and three directors. Directors can be among the seven subscribers, and at least one director must have stayed in India for 182 days or more in the financial year.
No. There is no minimum paid-up capital under the Companies Act, 2013. Keeping authorised capital at or below Rs 15 lakh keeps the SPICe+ filing fee nil, though West Bengal stamp duty still applies.
Stamp duty on the MOA and AOA is computed by the MCA portal at filing, at the rate for West Bengal, and paid online along with SPICe+.
Our professional fee starts at Rs 17,499 plus GST. Name reservation is Rs 1,000, the SPICe+ fee is nil up to Rs 15 lakh authorised capital, and stamp duty and DSCs are paid at actuals. We confirm the total once the capital and number of signatories are fixed.
Usually 15 to 20 business days from the time documents are ready, depending on name approval and queries from ROC Kolkata-I or Kolkata-II. Collecting DSCs and signatures from seven or more people is the usual cause of delay.
A whole-time company secretary, along with other whole-time KMP, becomes mandatory once a public company's paid-up capital reaches Rs 10 crore or if it lists. A small new public company is usually below that, but should still have its secretarial records maintained properly.
Bank the subscription money, appoint the first auditor within 30 days, issue share certificates and file INC-20A within 180 days. Without INC-20A the company cannot commence business or exercise borrowing powers.
Yes. Conversion keeps the CIN and trading history, and is filed with the same Kolkata ROC that holds the company. It suits an operating business better than a fresh incorporation.
Yes. A Nidhi is incorporated as a public company and then applies for declaration in NDH-4. See Nidhi company registration in Kolkata for the 200-member and 120-day requirements.
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: new RD and ROC offices from 16 February 2026
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