Private Limited Company Registration in Bengaluru
Register your Pvt Ltd company in Bengaluru with a CA-led team that works from a real office in J.P. Nagar — SPICe+ filing, DSC, DIN, name approval, MoA & AoA drafting, PAN, TAN, GST and Karnataka professional tax registration, then the funding-stage work most incorporation firms cannot do.
- Name check & approval
- Expert MoA & AoA drafting
- DSC & DIN for all directors
- PAN, TAN & CIN included
- Filed with RoC Bangalore
- Karnataka PT via AGILE-PRO-S
How Pvt Ltd Company Registration Works in Bengaluru
Bengaluru is the one city in India where incorporating as a private limited company is rarely a question of "should we" — it is a question of when and how it is structured. Nearly every institutional path a Bengaluru founder might take, from an angel round to a SaaS enterprise contract to an ESOP pool, assumes a private limited company at the other end. The structure gives you a separate legal identity, limited liability, a share capital you can actually issue against, and the only Indian entity form that venture investors will reliably fund.
The filing is done online through the MCA's SPICe+ form and processed by the Registrar of Companies, Bangalore. What makes Bengaluru different from most city pages you will read is not the incorporation mechanics — those are national — but everything attached to them: Karnataka's professional tax position changed in April 2025, its stamp duty on incorporation documents went up sharply in February 2024, and from February 2026 the state has its own Regional Directorate in Bengaluru rather than reporting to Hyderabad. Each of those affects what you pay and where your paperwork goes. If you want the underlying process end to end, read our guide to private limited company registration in India.
We are not filing this remotely. TAXAJ has an office at 17th B Main Road, J.P. Nagar, so if you would rather sit across a table for the structuring conversation — cap table, founder split, vesting, ESOP pool — you can.
New for Karnataka: your Regional Directorate is now in Bengaluru
Your Registrar of Companies remains RoC Bangalore — that did not change. But with effect from 16 February 2026 the MCA created a Regional Directorate (South-Western Region) headquartered in Bengaluru, covering Karnataka, Kerala and Lakshadweep. Karnataka companies previously went to the RD at Hyderabad for RD-level matters — shifting a registered office between states, compounding of offences, condonation of delay, certain name-change directions and fast-track mergers. Those now sit with the Bengaluru RD.
What Bengaluru Actually Gives a New Company
Everyone knows Bengaluru is India's startup capital. The more useful question for someone about to incorporate is which parts of that ecosystem are things you can access from day one — and the answer is more than most founders realise.
Karnataka Startup Policy 2025–30
Approved in November 2025 with a ₹518.27 crore outlay, targeting 25,000 new startups — including PF/ESI reimbursement of ₹3,000 per employee per month, up to ₹12 lakh per firm, in the first two years.
Deepest Capital Pool in India
The largest concentration of angels, micro-VCs and institutional funds in the country — all of whom expect a Pvt Ltd with a clean cap table.
Deeptech Priority
The 2025–30 policy explicitly prioritises AI, semiconductors, quantum and blockchain, alongside healthtech and agritech.
Global Capability Centres
The GCC density that makes Bengaluru a natural first customer and a natural talent source for B2B ventures.
RD Now in Bengaluru
From February 2026 the South-Western Regional Directorate sits in Bengaluru rather than Hyderabad — closer oversight for RD-level company law matters.
Lower Payroll Tax Since 2025
Karnataka's professional tax exemption rose to salaries up to ₹24,999 a month from 1 April 2025 — most junior payrolls now fall outside it entirely.
Best Businesses to Start in Bengaluru
SaaS & Enterprise Software
The city's default export business — and one where entity structure, IP assignment and ESOPs matter from month one.
AI & Deeptech
Named priority sectors under the 2025–30 policy, with Centre of Excellence and R&D support attached.
Biotech & Healthtech
India's largest biotech cluster, with a research and clinical base few cities can match.
Fintech
Payments, lending and wealth — capital-rich, but structure and FEMA compliance decide whether a round closes cleanly.
D2C & Consumer Brands
A large, high-income, early-adopter market that will trial a new brand.
GCC Support Services
Compliance, staffing, facilities and specialist services selling into the GCC base.
Agritech & Climate
Policy-prioritised sectors with both state and central support available.
EdTech & Skilling
A dense university and engineering-college catchment feeding both demand and supply.
Electronics & Hardware
Semiconductor design and electronics manufacturing, backed by state and central schemes.
Company Registration Across Bengaluru
We register companies for founders across Bengaluru — Koramangala, Indiranagar, HSR Layout, Whitefield, Electronic City, J.P. Nagar, Jayanagar, Marathahalli, Bellandur, Hebbal, Yelahanka and Rajajinagar — all filed through RoC Bangalore, with a Karnataka professional tax and Shops & Establishments registration to follow. Pick your area to begin:
Benefits of Private Limited Company Registration
Limited Liability
Your personal assets stay separate from business debts and claims.
The Only Fundable Structure
Angels, micro-VCs and institutional funds invest in Pvt Ltd companies. An LLP or proprietorship effectively rules you out.
ESOPs From Day One
Only a company can run an ESOP pool — the single most important hiring lever a Bengaluru startup has.
Foreign Investment Ready
FDI into a private limited company is straightforward under the automatic route for most sectors, with FEMA reporting we handle.
Perpetual Succession
The company continues irrespective of changes in shareholders.
Enterprise Credibility
GCCs, listed customers and government buyers run vendor diligence that a proprietorship rarely passes.
Instant Cost Estimator — Pvt Ltd in Bengaluru
Get an indicative professional-fee estimate based on your company structure. Government fees (ROC, Karnataka stamp duty, DSC tokens) are charged at actuals and confirmed on your free call.
Step-by-Step Registration Procedure
The process is governed by the Ministry of Corporate Affairs and completed online through the MCA portal. Companies with a registered office in Bengaluru are processed by the Registrar of Companies, Bangalore, which verifies documents, approves the name and issues the Certificate of Incorporation.
Digital Signature Certificate (DSC)
A Class 3 DSC is issued for every proposed director through Aadhaar OTP or video KYC — mandatory for signing MCA filings.
Director Identification Number (DIN)
DIN is allotted through the SPICe+ form itself for first-time directors, so there is no separate application for a new company.
Name Reservation & Approval
Two proposed names go through SPICe+ Part A. Bengaluru name rejections are unusually common because the tech-name space is crowded — check availability first with our company name availability tool, and run a trademark search in parallel so your company name and your brand do not diverge later.
Drafting MoA & AoA
For a fundable company the Articles matter more than most founders expect — share classes, transfer restrictions, pre-emption and board composition all live here, and investors will ask for amendments if they are drafted carelessly.
Filing SPICe+ with RoC Bangalore
SPICe+ Part B goes in with AGILE-PRO-S (INC-35) and INC-9, covering incorporation, PAN, TAN, GSTIN, EPFO, ESIC, bank account opening and — because you are in Karnataka — Profession Tax registration in the same form. Profession Tax through AGILE-PRO-S is available only for Karnataka and Maharashtra companies.
Certificate of Incorporation, PAN & TAN
On approval the RoC issues the Certificate of Incorporation carrying the CIN, with PAN and TAN allotted alongside.
Post-Incorporation Setup
Current account activation, registration under the Karnataka Shops and Commercial Establishments Act within 30 days of commencing business, Profession Tax enrolment for the company itself (PTEC), Startup India / DPIIT recognition, and the first-year compliance calendar.
Documents Required for Registration
For Directors & Shareholders
- PAN card (mandatory for Indian nationals)
- Aadhaar card
- Passport-size photograph
- Identity proof — Voter ID, Passport or Driving Licence
- Address proof — bank statement or utility bill, not older than two months
- Email ID and mobile number linked to Aadhaar
- For foreign nationals and NRI founders: notarised and apostilled passport and address proof
For the Registered Office in Bengaluru
- Latest electricity or utility bill for the premises
- Rent agreement, if the premises are rented
- No-Objection Certificate from the owner
- Property tax receipt or ownership proof, if owned
- Photograph of the premises with the proposed signage
A residential address or a co-working desk in Bengaluru is acceptable as a registered office, provided you can produce the utility bill and NOC. Most co-working operators in Koramangala, HSR and Indiranagar issue these as standard — ask before you sign.
Timeline & Cost Overview
Indicative Timeline
- DSC issue — 1 working day
- Name approval through SPICe+ Part A — 1 to 3 working days
- Drafting and signing MoA / AoA — 1 to 2 working days
- SPICe+ Part B filing and RoC Bangalore processing — 3 to 5 working days
- Certificate of Incorporation with PAN and TAN — typically 7 to 10 working days end to end
Timelines assume documents are complete and the proposed name is clean. Name resubmissions are the most common delay in Bengaluru.
What Determines Your Cost
- Number of directors — each additional director means another DSC
- Authorised share capital — drives both MCA fee and Karnataka stamp duty
- Karnataka stamp duty on MoA and AoA — materially higher since 2024, see below
- Whether you add GST registration and first-year compliance
- Professional fee for drafting, filing and follow-up
Under the Companies (Registration Offices and Fees) Rules, the MCA filing fee is nil for authorised capital up to ₹15 lakh. In Karnataka, stamp duty is now the larger part of your government cost — not the MCA fee. Estimate with our MCA fee calculator.
RoC Bangalore, PAN & TAN AO Code and GST State Code
Handles all Karnataka incorporations, name approvals and ROC filings. Unchanged by the February 2026 reorganisation.
New from 16 February 2026, covering Karnataka, Kerala and Lakshadweep — previously Hyderabad.
Your PAN and TAN AO code is assigned from your Bengaluru registered-office jurisdiction — find your AO code here.
Why the Regional Directorate change matters
Most founders never think about the Regional Directorate until they need it, and then it matters a great deal. The RD sits above the Registrar and handles the applications a growing company eventually files: shifting the registered office from one state to another, compounding an offence after a missed filing, condonation of delay, certain name-change directions, and fast-track mergers under section 233. Until February 2026 a Karnataka company took those to the RD at Hyderabad. From 16 February 2026 the new Regional Directorate (South-Western Region) at Bengaluru handles Karnataka, Kerala and Lakshadweep. Your Registrar is unchanged.
Statutory positions change from time to time. Confirm current jurisdiction, rates and fees with us on your free call before you rely on them for a filing.
Karnataka Professional Tax — What Changed in 2025
Karnataka levies professional tax under the Karnataka Tax on Professions, Trades, Callings and Employments Act, 1976, and the position improved materially for early-stage employers with effect from 1 April 2025. The exemption threshold was raised so that salaries up to ₹24,999 a month are now entirely exempt — a band that previously attracted the tax.
| Monthly Salary | Professional Tax (Karnataka) |
|---|---|
| Up to ₹24,999 | Nil |
| ₹25,000 and above | ₹200 / month (₹300 in February) |
The February loading brings the annual total to the constitutional ceiling of ₹2,500 per person per year. The company's own enrolment (PTEC) is ₹2,500 a year. Monthly payment is due by the 20th of the following month, with the annual employer return (Form 4A) within 60 days of the financial year end.
Two practical points for a Bengaluru company. First, PTRC registration is triggered as soon as you have one employee at or above ₹25,000 a month — which for most funded startups is the first hire. Second, Karnataka is one of only two states where Profession Tax registration can be applied for inside the AGILE-PRO-S form at incorporation, so it costs you nothing extra to have it in place from day one. Check any employee's exact liability with our professional tax state finder, or hand the whole thing to us through professional tax registration and filing.
Karnataka Stamp Duty on MoA & AoA — Read This Before You Budget
Karnataka used to be one of the cheapest states in India to incorporate in, and a great deal of published guidance still says so. It is out of date. The Karnataka Stamp (Amendment) Act, 2023, notified on 3 February 2024, raised the stamp duty on the Memorandum and Articles of Association to ₹5,000, up from ₹1,000 — and the Articles additionally scale with authorised share capital.
The practical effect is that for a Karnataka company the state stamp duty is now typically the largest single line in your government cost, ahead of the MCA fee — which, remember, is nil up to ₹15 lakh authorised capital. A founder budgeting from an old blog post that says "Karnataka: ₹500 flat" will be out by an order of magnitude.
Because the computation depends on your capital structure and the schedule is amended from time to time, we do not publish a fixed table here — we quote it against your actual authorised capital and confirm it before filing. Use our stamp duty calculator for an indicative figure. One structuring point worth raising on the call: because the Articles duty scales with authorised capital, there is a real cost to setting authorised capital higher than you need at incorporation. Most Bengaluru startups should start low and increase it at the round.
After IncorporationRegistrations Applicable to a Bengaluru Company
Almost Always Required
- Karnataka Shops and Commercial Establishments registration — within 30 days of commencing business, with the labour department
- Profession Tax — PTRC for employees and PTEC for the company
- GST registration — mandatory above threshold, and for interstate or export supply
- EPF and ESI once headcount thresholds are crossed
- Startup India / DPIIT recognition — the gate to angel tax relief and state benefits
- Udyam registration for MSME benefits and payment protection
Depending on What You Do
- BBMP trade licence for premises-based and commercial activity
- Import Export Code and LUT for software and services exports
- Trademark registration — do it before the brand has traction, not after
- FSSAI licence for food and beverage ventures
- Karnataka State Pollution Control Board consent for manufacturing and lab operations
- RBI and sectoral approvals for fintech and NBFC activity
Karnataka Startup Policy 2025–30
Karnataka approved a new startup policy in November 2025, running to 2030 with an outlay of ₹518.27 crore. The headline target is 25,000 new startups over five years, of which 10,000 outside Bengaluru — in Mysuru, Mangaluru, Hubballi-Dharwad and Kalaburagi. The policy leans deliberately towards deeptech: artificial intelligence, semiconductor design, quantum and blockchain, alongside healthtech, agritech and smart-city applications.
The instrument most immediately relevant to a newly incorporated company is the PF and ESI reimbursement of ₹3,000 per employee per month, capped at ₹12 lakh per firm, over the first two years — real money for a startup making its first ten hires. The policy also provides capital grants of up to ₹50 lakh for private incubation centres, subsidised cloud and R&D support, Centres of Excellence, government procurement as a first customer, and targeted support for women-led and rural ventures.
Most of it runs through DPIIT recognition and state registration, which is why Startup India recognition is worth doing immediately after incorporation rather than a year later.
Scheme eligibility is assessed case by case against sector, stage and recognition status, and is administered by the Department of Electronics, IT, BT and S&T. Treat the above as an indication of where to look, not as a confirmation of entitlement.
Why Choose TAXAJ in Bengaluru
A Real Bengaluru Office
We work from J.P. Nagar. Structuring conversations can happen across a table rather than over email.
CA, CS and Lawyer in One Team
Incorporation, tax, GST, ROC and legal drafting handled by one accountable team instead of three vendors.
Built for What Comes Next
Cap table, ESOP pool, valuation, term sheet and FEMA reporting — the work that starts six months after incorporation, from the same team.
Cost-Aware Structuring
Karnataka's stamp duty now scales with authorised capital, so we set it deliberately rather than defaulting to a round number.
Current on Karnataka
2025 professional tax threshold, 2024 stamp duty revision, 2026 Regional Directorate change — we file on today's position, not 2022's.
Beyond Incorporation
Bookkeeping, GST returns, TDS, payroll, professional tax and annual ROC filing under one engagement.
TAXAJ Bengaluru Office — J.P. Nagar
Unlike most firms ranking for this search, we are not filing Bengaluru companies from another city. TAXAJ has a working office in J.P. Nagar alongside our Delhi NCR, Darbhanga and Goa branches, so document collection, notarisation, registered-office proofs and follow-ups with RoC Bangalore are handled locally.
1442, 17th B Main Road, 3rd Cross
J.P. Nagar, Bengaluru
Karnataka – 560078
India
- RoC Bangalore — all Karnataka incorporations
- RD (South-Western Region), Bengaluru — from Feb 2026
- GST State Code 29 — Karnataka
- Karnataka Profession Tax — PTRC and PTEC
- Karnataka Shops & Commercial Establishments
What Usually Comes Next for a Bengaluru Company
Incorporation is the easy part. The work that decides whether your first round closes cleanly happens in the twelve months afterwards, and it is where most incorporation-only providers stop.
ESOP Scheme & Pool
Board and shareholder approvals, scheme drafting, grant letters and the ongoing register.
Term Sheet Review
Reading a term sheet properly before you sign it — liquidation preference, anti-dilution, board rights.
Shareholders Agreement
SHA and SSA drafting and negotiation, and the AoA amendments that must follow.
FDI & FEMA Reporting
FC-GPR through the RBI FIRMS portal and the Single Master Form — missed filings carry real penalties.
Post-Incorporation Compliances
Immediate — First 30 to 60 Days
- Open and activate the current account
- Bring in subscription money and file Form INC-20A before commencing business
- Appoint the first auditor within 30 days under section 139(6)
- Issue share certificates within 60 days
- Register under the Karnataka Shops & Commercial Establishments Act within 30 days
- Complete PTRC and PTEC formalities
Annual
- Form AOC-4 — financial statements
- Form MGT-7 / MGT-7A — annual return
- Company income tax return and, where applicable, tax audit
- Director KYC through DIR-3 KYC
- Karnataka PT annual return (Form 4A) within 60 days of year end
- GST, TDS and payroll returns through the year
Private Limited vs LLP vs OPC in Bengaluru
In Bengaluru this question usually answers itself — if you intend to raise, it is a private limited company. But for a bootstrapped services firm an LLP can be the cheaper structure. Read our full guide on LLP vs private limited company:
| Feature | Private Limited | LLP | OPC |
|---|---|---|---|
| Minimum Members | 2 | 2 | 1 |
| Liability | Limited | Limited | Limited |
| VC / Angel Funding | The only realistic option | Effectively not fundable | Not fundable |
| ESOPs to Employees | Yes | No | No |
| Foreign Investment | Automatic route, most sectors | Restricted | Not permitted |
| Compliance Load | Higher | Moderate | Moderate |
| Best For | Startups & scale-ups | Bootstrapped services firms | Solo founders |
Compare in detail: LLP vs Pvt Ltd · LLP Registration · One Person Company
Frequently Asked Questions
Which ROC handles company registration in Bengaluru?
The Registrar of Companies, Bangalore, which covers the whole of Karnataka. This was not changed by the MCA's February 2026 reorganisation. What did change is the Regional Directorate: from 16 February 2026 Karnataka comes under the new Regional Directorate (South-Western Region) at Bengaluru, rather than the RD at Hyderabad.
What does the Regional Directorate change mean for my company?
Nothing for incorporation — your Registrar is still RoC Bangalore. The RD handles matters that arise later: shifting a registered office between states, compounding of offences, condonation of delay, certain name-change directions and fast-track mergers. Those applications now go to Bengaluru instead of Hyderabad.
How much is stamp duty on company registration in Karnataka?
More than most published guidance says. The Karnataka Stamp (Amendment) Act, 2023, notified on 3 February 2024, raised stamp duty on the Memorandum and Articles of Association to ₹5,000, up from ₹1,000, and the Articles duty additionally scales with authorised share capital. Karnataka is no longer a low stamp-duty state, and because the MCA filing fee is nil up to ₹15 lakh authorised capital, stamp duty is now typically the largest part of your government cost. We quote the exact figure against your capital structure before filing.
Should I set a high authorised capital at incorporation?
Usually not, in Karnataka. Because the Articles stamp duty scales with authorised share capital, setting it higher than you need has an immediate cash cost. Most Bengaluru startups are better off starting low and increasing authorised capital at the funding round, when the money is in hand.
What is the professional tax position in Karnataka?
From 1 April 2025 salaries up to ₹24,999 a month are exempt. At ₹25,000 and above the tax is ₹200 a month, rising to ₹300 in February, giving an annual total of ₹2,500. The company's own PTEC enrolment is ₹2,500 a year. Monthly payment is due by the 20th of the following month. PTRC registration is triggered by a single employee at or above the threshold.
Can I register for professional tax at incorporation?
Yes. Karnataka is one of only two states — the other is Maharashtra — where Profession Tax registration can be applied for inside the AGILE-PRO-S form filed alongside SPICe+. It costs nothing extra and saves a separate application later.
How long does Pvt Ltd registration take in Bengaluru?
Typically 7 to 10 working days from complete documents to Certificate of Incorporation, assuming the proposed name is approved without resubmission. In Bengaluru name rejection is the most common delay because the technology naming space is crowded, which is why we check availability and run a trademark search before filing.
Can I use a co-working desk as my registered office in Bengaluru?
Yes, provided the operator will give you a utility bill for the premises and a No-Objection Certificate. Most established co-working operators in Koramangala, HSR Layout and Indiranagar issue these as standard — confirm before you sign, because a co-working agreement without an NOC will hold up your filing.
Do I need Karnataka Shops and Establishments registration?
Yes, within 30 days of commencing business. Registration under the Karnataka Shops and Commercial Establishments Act, 1961 is handled by the labour department and is separate from incorporation — AGILE-PRO-S covers Shops and Establishment registration only for companies incorporated in Delhi.
Can foreign nationals or NRIs hold shares in a Bengaluru company?
Yes. Foreign nationals and NRIs can be directors and shareholders, and FDI into a private limited company is under the automatic route for most sectors — but at least one director must be a resident of India, and the investment must be reported to the RBI through FC-GPR on the FIRMS portal within the prescribed time. Missed FEMA filings carry penalties, so this should be planned before the money comes in, not after.
Do you have an office in Bengaluru?
Yes — 1442, 17th B Main Road, 3rd Cross, J.P. Nagar, Bengaluru 560078, open Monday to Saturday, 10:00 AM to 7:00 PM. You are welcome to come in for the structuring conversation, or we can do it over video.
Private Limited Company Registration in Other States & Cities
Ready to Register Your Company in Bengaluru?
CA · CS · Lawyer — one team for incorporation, tax, GST, ROC and everything that comes after, filed with RoC Bangalore. Meet us at J.P. Nagar or start with a 15-minute call.