Private limited company registration in Karnataka: steps, fees

In short

You need at least 2 directors and 2 shareholders (the same people can be both). At least one director must live in India for 182 days or more in the financial year.
There is no minimum capital. The whole application is one online form on the MCA portal, SPICe+, with its linked forms.
The MCA fee is nil when the authorised capital is up to ₹15 lakh; you pay the state stamp duty on the MoA and AoA.
The company gets its Certificate of Incorporation with the CIN, PAN and TAN together, and its PF and ESI codes through AGILE-PRO-S. In Karnataka the Professional Tax registration comes through the same form.
Within 180 days the company must file INC-20A (commencement of business) before it can start business or borrow.

Who can start one

Shareholders (members): at least 2 and at most 200.
Directors: at least 2 and up to 15 (more needs a special resolution). Directors and shareholders can be the same people.
Resident director: at least one director must stay in India for 182 days or more in the financial year. For a new company this is applied proportionately at the end of its first financial year.
Capital: no minimum. The ₹1 lakh minimum paid-up capital was removed in 2015.
Registered office: an address in India where the company can receive post. It can be your own premises, a rented place or a shared office, with the owner's consent.

Before you start: name, DSC and DIN

Name. Choose a name that is not the same as, or too close to, an existing company, LLP or registered trademark. The name is reserved through SPICe+ Part A: filed on its own you can propose up to 2 names, and an approved name is kept for 20 days (extendable to 40 days for ₹1,000 and to 60 days for ₹2,000 more). Filed together with Part B, you propose one name.

Digital Signature Certificate (DSC). Every director and subscriber signs the forms with a DSC. In practice this is a Class 3 certificate from a licensed certifying authority.

DIN (Director Identification Number). SPICe+ Part B allots a DIN to up to 3 proposed directors who do not have one yet. A director who already has a DIN uses it.

Documents you need

For	Documents
Each director and shareholder (Indian)	PAN; address proof not older than 2 months (bank statement, or electricity, telephone or mobile bill); the mobile number and e-mail address to be given in the form. A person who already has a DIN does not give the proofs again.
Registered office	Proof of the address and a utility bill (for example electricity or telephone) not older than 2 months; a no-objection letter from the owner named on the bill (for a rented place, from the owner or the authorised occupant). The address on the bill must match the form; a bill in Kannada needs an English translation.
Foreign nationals	Passport, plus documents notarised (Commonwealth countries), apostilled (Hague Convention countries) or authenticated by the Indian embassy, as MCA requires.

Exact names and addresses matter: a spelling that differs between PAN, the bill and the form is the most common reason MCA asks for a resubmission.

The steps on the MCA portal (SPICe+)

DSC for every director and subscriber.
SPICe+ Part A: name reservation (or go straight to Part B with one proposed name).
SPICe+ Part B: company details, directors and subscribers, DIN for new directors, registered office, capital, and the PAN and TAN applications.
e-MoA (INC-33) and e-AoA (INC-34): the memorandum and articles, filed online. (Exceptions apply, for example when a non-individual subscriber is based outside India or there are more than 7 subscribers.)
AGILE-PRO-S (INC-35): EPFO and ESIC registration, the company bank account and, for Karnataka, Professional Tax registration; GSTIN can be asked for in the same form.
INC-9 declarations: generated and signed online by the subscribers and directors.
Pay the fees and stamp duty in one challan on the portal, then MCA's Central Registration Centre examines the application. It may send it back for changes.
Certificate of Incorporation is issued with the CIN, PAN and TAN, and e-mailed to the company.

MCA does not publish a fixed processing time. Applications are usually sent back when the name is too close to an existing one or the documents do not match the form, so both are worth checking before you file.

Government fees and stamp duty

Item	Amount
MCA incorporation fee	Nil when authorised capital is up to ₹15 lakh. Above that, the fee in the Companies (Registration Offices and Fees) Rules, 2014 applies.
Name reservation through Part A alone	₹1,000
Karnataka stamp duty on the MoA	₹5,000 (Karnataka Stamp (Amendment) Act, 2023, in force from 3 February 2024)
Karnataka stamp duty on the AoA	₹5,000 for every ₹10 lakh of share capital or part of it, up to ₹1 crore
DSC	Charged by the certifying authority, not by MCA

Karnataka's stamp duty is paid electronically through MCA in the same challan. The portal works out the amount from your capital; check it in the fee preview before you pay. Our quote shows our fee, the government fees and GST separately.

After incorporation: the first-year duties

Duty	When
First board meeting	Within 30 days of incorporation; then at least 4 a year, with no more than 120 days between two meetings
Appoint the first auditor	By the board, within 30 days of incorporation
Open the company bank account	Applied for through AGILE-PRO-S; deposit the share money into it
INC-20A, declaration of commencement of business	Within 180 days of incorporation, after every subscriber has paid for their shares. Until it is filed the company cannot start business or borrow
Registered office	If it differs from the address given in SPICe+, file INC-22 within 30 days of incorporation
First AGM	Within 9 months of the end of the first financial year
Annual filings	AOC-4 (financial statements) within 30 days of the AGM; MGT-7 or MGT-7A (annual return) within 60 days of the AGM
Director KYC (DIR-3 KYC)	Under the rule in force from 31 March 2026: once every three financial years, by 30 June, and within 30 days of any change in a director's mobile, e-mail or address

Small companies, now those with paid-up capital up to ₹10 crore and turnover up to ₹100 crore (from 1 December 2025), file the shorter annual return MGT-7A. Missing a ROC date costs ₹100 a day per form; see our ROC late fee calculator.

Questions people ask

Can one person register a private limited company?

No. A private limited company needs at least 2 shareholders and 2 directors. One person can register a One Person Company (OPC) instead.

Is there a minimum capital?

No. There has been no minimum paid-up capital since 2015. Many small companies start with ₹1 lakh authorised capital, but you choose the amount. The MCA fee is nil up to ₹15 lakh of authorised capital.

How much does the government charge in Karnataka?

With authorised capital up to ₹15 lakh, the MCA fee is nil and you pay Karnataka stamp duty on the MoA (₹5,000) and AoA (₹5,000 for every ₹10 lakh of capital or part of it), paid through the MCA portal. The DSCs are extra. The portal shows the exact amount before you pay.

Do I get GST registration with the company?

Only if you ask for it: GSTIN is optional in AGILE-PRO-S. EPFO, ESIC, the bank account and, in Karnataka, Professional Tax registration come through the same form.

Can my home be the registered office?

Yes, if you give a recent utility bill for it and a no-objection letter from the owner. The address must match the bill exactly.

What is INC-20A and what happens if I miss it?

It is the declaration that the shareholders have paid for their shares, filed within 180 days of incorporation. Until it is filed the company cannot start business or borrow. Missing it attracts a penalty under section 10A of the Companies Act, and the Registrar can begin to strike the company off.

Sources

Written from these official pages and notifications, checked on 4 Nov 2026. Rules change by notification: before you act, check the latest position or ask us.

General information, not legal or tax advice for your case. Parishrama Consulting Services is a private firm, not a government office.

How to register a private limited company in Karnataka