Private Limited Company Registration in Bangalore

What is a Private Limited Company?

A private limited company is a company registered under the Companies Act, 2013 whose shares are held privately and cannot be offered to the public. It is a separate legal entity, so the company owns its assets, signs its contracts and carries its own liabilities, and shareholders' liability is limited to the amount they invested.

It is the structure most Bangalore startups choose, because it is the only common form that can issue shares to angel and venture investors, run an ESOP plan for employees, and take foreign investment. Banks, large customers and government tenders also tend to prefer dealing with a company.

Key Benefits

• Limited liability: personal assets of shareholders are protected from the company's debts
• Fundraising: shares can be issued to investors, and ESOPs to employees
• Credibility: a CIN, MCA record and audited accounts reassure customers and lenders
• Perpetual succession: the company continues regardless of changes in shareholders or directors
• Startup India eligibility: DPIIT recognition and its tax and compliance benefits are available to private limited companies

Eligibility

• Minimum two directors and two shareholders (the same people can be both)
• At least one director resident in India
• Every director needs a Director Identification Number (DIN), allotted during incorporation
• A registered office address in Karnataka for a Bangalore company
• A unique name that does not clash with existing companies, LLPs or registered trademarks

Documents Required

For each director and shareholder:

• PAN card (passport for foreign nationals)
• Aadhaar, voter ID, passport or driving licence
• Bank statement, electricity or mobile bill not older than two months
• Passport-size photograph, email and mobile number

For the registered office: a recent utility bill, the owner's no-objection certificate and, if rented, the rent agreement. See the full list of documents required for company registration.

Registration Process

1. Digital signatures (DSC) for the proposed directors.
2. Name reservation through SPICe+ Part A, after we check MCA and trademark records for conflicts.
3. SPICe+ Part B: the incorporation form, with e-MoA (INC-33) and e-AoA (INC-34) drafted for your business and Karnataka stamp duty paid online.
4. AGILE-PRO-S (INC-35): GSTIN if required, EPFO and ESIC registration, Karnataka professional tax and a bank account, applied for in the same filing.
5. Approval: the Central Registration Centre issues the Certificate of Incorporation with the CIN, PAN and TAN. The company then falls under the Registrar of Companies, Bangalore.

Cost and Timeline

• Our fee: from ₹7,999, covering DSCs, name approval, drafting and filing.
• MCA fee: waived for authorised capital up to ₹15 lakh.
• Karnataka stamp duty: on the MoA and AoA, based on authorised capital.
• Timeline: typically 7 to 10 working days once documents are ready.

After Incorporation

• Open a current account and deposit the subscription money for shares
• File INC-20A (commencement of business) within 180 days
• Hold the first board meeting and appoint the first auditor within 30 days
• Register under the Karnataka Shops and Commercial Establishments Act for your office
• Keep statutory registers and minutes, hold the AGM, and file annual ROC returns (AOC-4 and MGT-7) every year

Missing these filings attracts a late fee for every day of delay, and directors of companies that do not file for three consecutive years can be disqualified. Read more on ROC late filing penalties.

Is a Private Limited Company Right for You?

• One Person Company (OPC): a company with a single owner
• LLP: limited liability with lighter compliance, but no equity funding. Compare LLP vs private limited company.
• Section 8 company: for non-profits and NGOs
• Partnership firm: simplest for small partnerships, but with unlimited liability