A Public Limited Company is a company incorporated under the Companies Act, 2013 that may offer its shares to the public and is eligible for listing on a recognised stock exchange. It requires a minimum of 7 shareholders and 3 directors, at least one of whom must be resident in India, and there is no minimum paid-up capital. Its name ends with “Limited” and its Articles cannot restrict the transferability of shares. Incorporation is completed through SPICe+ and typically takes 10 to 15 working days. What most guidance omits is that the compliance load begins immediately and is materially heavier than a private company’s — including the mandatory dematerialisation of all securities, which applies to every unlisted public company and is dealt with in detail below.
Public Limited Company Registration in India – Process and Fees
Our team of experienced Chartered Accountants, Company Secretaries and legal professionals handles the entire process — from digital signatures and name approval through Memorandum and Articles drafting, SPICe+ filing and the Certificate of Incorporation, to the dematerialisation, key managerial personnel and board committee requirements that follow — at a transparent and affordable fee with no hidden charges.
Introduction
What is a Public Limited Company in India?
A Public Limited Company is a company incorporated under the Companies Act, 2013 that may offer its shares to the general public and is eligible to be listed on a recognised stock exchange. It has a separate legal identity from its shareholders and directors, and its members enjoy limited liability. Its name must end with the word “Limited”.
It is the largest corporate form available in India, access to stock exchange listing, public issue of shares and debentures and institutional funding on a scale that a private limited company or an LLP cannot reach.
An important distinction that founders frequently miss. A Public Limited Company and a listed company are not the same thing. Incorporating as a public limited company makes you eligible to approach the public markets; it does not put you on an exchange. Many public limited companies in India are unlisted, closely held, and have never made a public issue — and they carry the public company compliance burden nonetheless. Choosing the structure prematurely, before there is any realistic path to a public issue, means paying that cost for years without receiving the benefit.
Key Reasons to Register a Public Limited Company
Access to public capital. The ability to raise funds through an initial public offering, follow-on offer, rights issue, qualified institutional placement or public debenture issue — the most powerful capital-raising mechanism available to any Indian business.
Limited liability protection. Shareholders risk only the amount unpaid on their shares.
Free transferability of shares. A public company’s Articles cannot restrict transfer, which is what creates liquidity for shareholders and makes institutional investment practicable.
Enhanced credibility. The strongest corporate standing in the Indian market, preferred by large institutional clients, government agencies and international partners.
Perpetual succession. The company continues irrespective of changes in ownership or management.
Attractiveness to institutional investors. Private equity funds, mutual funds and foreign portfolio investors are structurally more comfortable with the public company form.
Eligibility for listing on a recognised stock exchange, providing liquidity to shareholders and market visibility.
Ability to accept public deposits, available to eligible public companies meeting the prescribed net worth or turnover thresholds and complying with the deposit rules — an option not open to a private company outside its members.
Separate legal entity owning property, contracting and litigating in its own name.
Key Features of a Public Limited Company
Minimum 7 shareholders and 3 directors for incorporation
No upper limit on the number of shareholders
Shares are freely transferable — the Articles cannot impose restrictions
Name must end with “Limited”
No minimum paid-up capital
Subject to stricter regulatory compliance and public disclosure under the Companies Act and, if listed, under SEBI regulations
May raise funds by public issue of shares and debentures
A prospectus is mandatory when inviting public subscription
Annual General Meeting is mandatory. Note that the separate “statutory meeting” required under the Companies Act, 1956 was abolished by the Companies Act, 2013 and no longer exists
All securities must be held in dematerialised form, including for unlisted public companies
Must appoint the full set of key managerial personnel — a managing director or chief executive officer or manager, a company secretary and a chief financial officer — where paid-up capital reaches ₹10 crore
Must constitute an Audit Committee and a Nomination and Remuneration Committee on crossing the prescribed thresholds
Must appoint independent directors on crossing the prescribed thresholds
Requirements
Minimum Requirements for Registration
| Number of directors | 3 (maximum 15 without special resolution) |
|---|---|
| Number of shareholders | 7 (no maximum) |
| Minimum paid-up capital | None |
| Digital Signature Certificate | Required for all directors and subscribers |
| Director Identification Number | Required for all directors; allotted through SPICe+ for first directors |
| Registered office | Mandatory, in India |
| MoA and AoA | Mandatory |
| Resident director | At least one director must have stayed in India for not less than 182 days in the financial year |
A practical point on DIN. SPICe+ allots DINs for a limited number of first directors. A public company requires at least three, and where more than that number are being appointed at incorporation, the additional directors must obtain their DIN through a separate application beforehand. This should be planned rather than discovered at the filing stage.
Eligibility
Eligibility Criteria for Directors and Shareholders
Directors
At least 18 years of age
Valid Director Identification Number and Digital Signature Certificate
At least one director resident in India for not less than 182 days in the financial year
Not disqualified under Section 164 of the Companies Act, 2013
Not convicted of an offence involving moral turpitude, and not an undischarged insolvent
Maximum of 15 directors; more requires a special resolution
Shareholders
Minimum 7, with no maximum
May be individuals, companies, LLPs or foreign nationals
Shares are freely transferable without restriction
Foreign shareholding is permitted subject to the foreign exchange and FDI framework
Independent directors. Every listed public company must have at least one-third of its board as independent directors. An unlisted public company must appoint at least two independent directors where its paid-up capital is ₹10 crore or more, or its turnover is ₹100 crore or more, or its aggregate outstanding loans, debentures and deposits exceed ₹50 crore. This is a requirement that catches growing unlisted public companies by surprise.
How to Select the Right Name
Rules
The name must end with “Limited” — not “Private Limited”
It must not be identical or too closely resembling an existing company or LLP
It must not contain prohibited or sensitive words without prior approval
It should reflect the main business object
It must not infringe a registered trademark — a name that conflicts with a mark can be challenged and ordered changed after incorporation
Name reservation for a new company is done through SPICe+ Part A. The RUN facility now applies only to the change of name of an existing company
Up to two names may be proposed, and an approved name is reserved for twenty days, within which the incorporation application must be filed.
Practical tips
Keep it short and memorable, and make it describe the business
Avoid purely generic or descriptive names, which are commonly rejected
Run a trademark search alongside the MCA check, because MCA availability is not trademark clearance
Allow for future expansion — a name tied narrowly to one product becomes a constraint
Check domain and social handle availability at the same time
Documents
Documents Required for Registration
For every director and subscriber
PAN card, mandatory for Indian nationals
Aadhaar, passport or voter ID as identity proof
Passport-size photograph
Bank statement or utility bill as address proof, not older than two months
Email address and mobile number
Digital Signature Certificate
For foreign nationals and non-residents — apostilled or notarised passport and address proof
For the registered office
Electricity or water bill, not older than two months
Rent agreement, where rented
No-objection certificate from the property owner
Sale deed or ownership proof, where owned
Prepared at filing
Memorandum of Association — name, registered state, objects, liability, capital and subscriber clauses
Articles of Association — internal governance, and containing no restriction on transferability of shares
Declaration by subscribers and first directors in Form INC-9
Consent to act as director in Form DIR-2
Professional certification by a practising Chartered Accountant, Company Secretary, Cost Accountant or Advocate
The Pre-Incorporation Process
Obtain digital signatures for all proposed directors and subscribers
Arrange DINs for any directors beyond the number SPICe+ will allot
Finalise the name, checked against the MCA database and the trademark register
Draft the Memorandum and Articles, with the objects framed for the business you intend to build and the Articles free of transfer restrictions
Fix the capital structure — authorised capital set against a realistic plan, since it drives stamp duty now and filing fees later
Arrange the registered office and assemble the address proof set
Plan the post-incorporation obligations — auditor appointment, dematerialisation, INC-20A, share certificates — so they are not discovered after the fact
Step-by-step Process
The Registration Process — Step by Step
Step 1: Obtain Digital Signature Certificates.One to two working days. Class 3 DSCs for all proposed directors and subscribers, with video verification.
Step 2: Director Identification Numbers.Allotted with incorporation. DINs for first directors are allotted through the SPICe+ form. Additional directors beyond the permitted number must apply separately in advance.
Step 3: Name reservation through SPICe+ Part A.Two to three working days. Up to two names ending with “Limited”, checked against companies, LLPs and trademarks. Reserved for twenty days on approval.
Step 4: Draft the Memorandum and Articles.One to two working days. The Memorandum sets out objects and capital; the Articles govern internal management and, for a public company, cannot restrict the transferability of shares.
Step 5: File SPICe+ Part B.One to two working days. Corporate Information, Registered Office, Capital Structure, Details of Shareholders & Directors, e-MoA & AoA, INC-9, and DIR-2, attested by practicing professional. The AGILE-PRO-S linked form takes care of the following forms: PAN, TAN, EPFO, ESIC, Professional Tax, Bank Account, and GST.
Step 6: PAN and TAN. Allotted automatically with incorporation; no separate application.
Step 7: Certificate of Incorporation.Five to seven working days. On approval the Registrar issues the certificate with the Corporate Identity Number.
Step 8: Open the bank account in the company’s name using the certificate, Memorandum, Articles and board resolution, and receive the subscription money from every subscriber.
Step 9: Appoint the statutory auditor within thirty days of incorporation.
Step 10: Obtain ISIN and dematerialise the securities, and appoint a registrar and transfer agent — see the dedicated section below.
Step 11: Issue share certificates within sixty days of incorporation, in dematerialised form, with stamp duty paid.
Step 12: File Form INC-20A — the declaration of commencement of business — within one hundred and eighty days of incorporation.
Step 13: GST and other registrations as the business requires.
Time
How Long Does Registration Take?
| DSC procurement | 1–2 Working Days |
|---|---|
| DIN (where a separate application is needed) | 1–2 Working Days |
| Name approval through SPICe+ Part A | 2–3 Working Days |
| MoA and AoA drafting | 1–2 Working Days |
| SPICe+ filing and MCA approval | 5–7 Working Days |
| Total for incorporation | 10–15 Working Days (Approx.) |
| Bank account, auditor, demat setup and INC-20A | 3–8 Weeks after incorporation |
The incorporation itself is quick. What takes longer, and what founders consistently underestimate, is the post-incorporation setup — particularly dematerialisation, which requires a registrar and transfer agent, depository connectivity and an ISIN, and which cannot be completed in a few days.
Fees
Registration Fees in India
| Digital Signature Certificate | Per director and subscriber — scales with the number of persons |
|---|---|
| DIN | Included in SPICe+ for first directors; separate fee where applied for independently |
| Name reservation | As prescribed per application |
| MCA filing fee | Based on authorised capital |
| Stamp duty on MoA and AoA | State-dependent, based on authorised capital |
| PAN and TAN | Nominal statutory fee |
| Professional fees | As quoted, all-inclusive |
| Dematerialisation setup — RTA, depository and ISIN | Quoted separately; recurring annual charges apply |
Two cost drivers are specific to a public company and are commonly left out of comparison quotes. First, digital signatures scale with the number of subscribers and directors — a public company needs at least seven subscribers and three directors, against two and two for a private company. Second, dematerialisation carries both a setup cost and recurring annual charges payable to the registrar and transfer agent and the depositories, which continue for the life of the company.
Vakilkaro quotes all-in and includes the post-incorporation setup, so there is nothing that surfaces later.
Public Limited vs Private Limited vs LLP
| Governing law | Companies Act, 2013 | Companies Act, 2013 | LLP Act, 2008 |
|---|---|---|---|
| Minimum members | 7 shareholders, 3 directors | 2 shareholders, 2 directors | 2 partners |
| Maximum members | Unlimited | 200 | Unlimited |
| Public fund raising | Permitted | Not permitted | Not permitted |
| Share transferability | Free; cannot be restricted | Restricted by the Articles | As per the LLP Agreement |
| Stock exchange listing | Eligible | Not eligible | Not eligible |
| Public deposits | Permitted for eligible companies | Only from members, restricted | Not permitted |
| Dematerialisation of securities | Mandatory | Mandatory for prescribed classes | Not applicable |
| Statutory audit | Mandatory | Mandatory | Above prescribed thresholds |
| Board meetings | 4 a year, gap not exceeding 120 days | 4 a year, reduced for small companies | Not required |
| Independent directors | Required above thresholds | Not required | Not applicable |
| Compliance level | High | Moderate | Low |
| Suitable for | Large-scale businesses and IPO-track companies | SMEs and startups | Professional and service firms |
Difference between Public Limited and Private Limited Company
| Minimum shareholders | 7 | 2 |
|---|---|---|
| Maximum shareholders | Unlimited | 200 |
| Minimum directors | 3 | 2 |
| Name suffix | “Limited” | “Private Limited” |
| Public invitation for shares | Permitted | Prohibited |
| Share transferability | Free; Articles cannot restrict | Restricted by the Articles |
| Stock exchange listing | Permitted | Not permitted |
| Prospectus | Mandatory for a public issue | Not applicable |
| Dematerialisation | Mandatory for all | Mandatory for prescribed classes |
| Auditor rotation | Applies to listed and unlisted public companies above thresholds | Applies above higher thresholds |
| Secretarial audit | Applies above prescribed thresholds | Applies to prescribed classes only |
| SEBI regulation | Yes, if listed | No |
| Compliance burden | Stringent | Lighter |
Compliances
Post-Incorporation Compliances
Immediately after incorporation
Open the current account and receive subscription money from every subscriber
Appoint the first statutory auditor within thirty days of incorporation, by the Board
Obtain ISIN and dematerialise securities, appointing a registrar and transfer agent
Issue share certificates within sixty days, in dematerialised form, with stamp duty paid
File Form INC-20A within one hundred and eighty days — the declaration of commencement of business
Display the company name and registered office address at every place of business
Maintain statutory registers and minute books at the registered office
Every year
Board meetings — at least four in a financial year, with not more than 120 days between consecutive meetings
Annual General Meeting — the first within nine months of the close of the first financial year, and thereafter within six months of the close of each financial year, with not more than fifteen months between meetings
Statutory audit, mandatory regardless of turnover
AOC-4 — filing of the audited financial statements, within thirty days of the AGM
MGT-7 — annual return, within sixty days of the AGM. Where the company is listed, or its paid-up capital is ₹10 crore or more, or its turnover is ₹50 crore or more, the annual return must additionally be certified by a practising Company Secretary in Form MGT-8
ADT-1 — auditor appointment, within fifteen days of the AGM at which the appointment is made
ITR-6 — income tax return
DIR-3 KYC for every director, by 30 September
Secretarial audit in Form MR-3, where the company is listed or has paid-up capital of ₹50 crore or more or turnover of ₹250 crore or more
SEBI LODR compliance for listed companies — quarterly results, disclosures, insider trading regulations, board composition and corporate governance reporting
A correction worth noting. AOC-4 is due within thirty days of the AGM, not sixty. Only MGT-7 carries the sixty-day period. Filing AOC-4 on a sixty-day assumption produces a thirty-day default with a daily penalty, and this is one of the most common filing errors we see.
Mandatory Dematerialisation of Securities
This is the single most significant obligation that published guidance on public limited companies omits, and it applies from incorporation.
Every unlisted public company must issue securities only in dematerialised form, and must facilitate the dematerialisation of all its existing securities. This is not confined to listed companies — it applies to every public company, however closely held and however small.
What it requires in practice:
Appointing a Registrar and Transfer Agent registered with SEBI
Establishing connectivity with the depositories
Obtaining an International Securities Identification Number (ISIN) for each class of security
Ensuring that the entire holding of promoters, directors and key managerial personnel is dematerialised before the company makes any offer, buy-back, bonus issue or rights issue
Ensuring every security holder opens a demat account before acquiring or transferring securities
Maintaining the security deposit and paying the recurring fees to the depositories and the registrar and transfer agent
Filing the prescribed half-yearly reconciliation of share capital audit report, certified by a practising Company Secretary or Chartered Accountant
The consequences of not doing it are practical rather than theoretical. A company that has not dematerialised cannot lawfully allot further securities, cannot process a transfer, and will be unable to complete any funding round or transaction — which is generally when the omission is discovered.
Key Managerial Personnel and Board Committees
Key managerial personnel. Every listed company, and every other public company with paid-up share capital of ₹10 crore or more, must appoint a whole-time set of key managerial personnel — a managing director, chief executive officer or manager, a whole-time Company Secretary, and a chief financial officer. These are full-time appointments and cannot be outsourced or held on a retainer basis.
Audit Committee and Nomination and Remuneration Committee. Every listed public company, and every other public company with paid-up capital of ₹10 crore or more, or turnover of ₹100 crore or more, or aggregate outstanding loans, debentures and deposits exceeding ₹50 crore, must constitute both an Audit Committee and a Nomination and Remuneration Committee, with the prescribed composition including independent directors.
Vigil mechanism. Companies required to constitute an Audit Committee, and companies that accept deposits from the public or have borrowed from banks and public financial institutions above the prescribed amount, must establish a vigil mechanism for directors and employees to report genuine concerns.
Corporate Social Responsibility Committee. Required where the company crosses the prescribed net worth, turnover or net profit thresholds, along with the obligation to spend the prescribed proportion of average net profits.
The pattern here is worth internalising: a public limited company’s compliance obligations expand automatically as it grows, at capital and turnover thresholds that arrive without any decision being taken. Building the governance calendar to anticipate them is far cheaper than reacting to each one after it has been crossed.
How a Public Limited Company Raises Funds?
Initial Public Offering — the first offer of shares to the public, followed by listing
Follow-on Public Offer — a further public issue after listing
Rights issue — shares offered to existing shareholders in proportion to holding
Preferential allotment and private placement — allotment to identified persons under the prescribed procedure, without a public offer
Qualified Institutional Placement — issue to qualified institutional buyers, available to listed companies
Public issue of debentures — debt raised from the public, subject to the debenture and prospectus requirements
Non-convertible debentures by private placement
Public deposits — available to eligible public companies meeting the prescribed net worth or turnover thresholds, with a special resolution, credit rating, deposit insurance and the deposit repayment reserve requirements
Bank borrowing and institutional debt
Foreign direct investment, subject to the sectoral caps and the foreign exchange framework
Real-Case Scenario: A manufacturing company funded its first expansion through a rights issue to existing shareholders and its second through a private placement of non-convertible debentures, without going to the public markets at all — the public company form giving it instruments a private company could not have used.
Public Limited Company for Specific Industries
Infrastructure and real estate. Highways, ports, airports, power and large real estate projects require capital at a scale only public markets provide. Listed developers and infrastructure companies raise both equity and long-tenor debt from public markets, and the disclosure discipline is itself a condition of that access.
Manufacturing and industry. Steel, cement, chemicals, pharmaceuticals and fast-moving consumer goods companies use listing to fund capacity expansion, new plants and research.
Financial services. Banks, non-banking financial companies, insurers and brokers are typically public limited companies, both because their regulators expect it and because the capital adequacy they must maintain is most efficiently raised from public markets.
Technology and consumer internet. Businesses that have reached scale convert to public limited companies to list, providing liquidity to founders and early investors and raising growth capital.
What is an IPO and How Does a Company File for It?
An Initial Public Offering is the first offer of a company’s shares to the general public, following which the shares are listed and traded on a recognised stock exchange.
The process
Appoint book running lead managers, along with legal counsel, registrar, auditors and other intermediaries
Restructure and clean up — corporate records, related party transactions, promoter holdings, shareholding structure and any pending regulatory matters
File the Draft Red Herring Prospectus with SEBI and the exchanges
Respond to SEBI observations and obtain clearance
File the Red Herring Prospectus with the Registrar
Conduct roadshows and anchor investor allocation
Open the issue, set the price band and complete book building
Allotment, refund and listing on the exchange
Eligibility, in outline. SEBI’s issue regulations provide a profitability route requiring prescribed minimum net tangible assets in each of the preceding three years, a prescribed average operating profit over three of the preceding five years, and a prescribed minimum net worth — with an alternative route available through a book-built issue with a substantial minimum allocation to qualified institutional buyers. Additional requirements include minimum promoter contribution with lock-in, minimum public shareholding, dematerialisation of the entire pre-issue capital, and a clean compliance record.
The practical point. The work that determines whether an IPO is achievable happens years before the DRHP is filed — audited financials on a consistent basis, clean related-party dealings, complete statutory records, no unresolved defaults, and a governance structure that already looks like a listed company’s. Companies that begin preparing at the point of appointing bankers invariably lose a year.
Converting a Private Limited Company into a Public Limited Company
The route most companies actually take is to operate as a private limited company and convert when a public issue is genuinely in contemplation.
The process, in outline
Board meeting to approve the conversion and to call a general meeting
Special resolution of the members approving the conversion and the alteration of the Memorandum and Articles
Alteration of the Articles to remove the restrictions on transferability and on the number of members, and of the name clause to change “Private Limited” to “Limited”
Increase the number of directors to at least three and shareholders to at least seven
File Form MGT-14 for the special resolution and Form INC-27 for the conversion
Obtain a fresh Certificate of Incorporation consequent on conversion
Update PAN, TAN, GST, bank accounts, licences, letterheads, signage and contracts to the new name
Put in place the public company obligations — dematerialisation, independent directors, committees and key managerial personnel as applicable
Common Mistakes to Avoid
Choosing the public company form prematurely. If there is no realistic path to a public issue, a private limited company gives the same limited liability at a fraction of the compliance cost.
Not dematerialising securities. Mandatory for every unlisted public company, and the omission blocks every future allotment and transfer.
Filing AOC-4 sixty days after the AGM. It is due within thirty days; only MGT-7 has sixty.
Restricting share transfer in the Articles. A public company’s Articles cannot do this, and an application containing such a clause will be queried.
Not planning DINs for directors beyond the number SPICe+ will allot.
Missing INC-20A within one hundred and eighty days, without which the company cannot commence business or borrow.
Not appointing the statutory auditor within thirty days of incorporation.
Overlooking the threshold-triggered obligations — independent directors, Audit Committee, Nomination and Remuneration Committee, key managerial personnel, secretarial audit — which arrive automatically as capital and turnover grow.
Setting authorised capital arbitrarily, driving stamp duty and later filing fees.
Choosing a name without a trademark search.
Leaving statutory records incomplete, which is the single most common cause of IPO delay.
Why Choose Vakilkaro?
Why Choose Vakilkaro?
Expert legal team — Chartered Accountants, Company Secretaries and legal professionals specialising in public company incorporation and compliance
Honest structural advice — we will tell you plainly if a private limited company is the better structure for where your business actually is
End-to-end incorporation — DSC, DIN planning, name approval with trademark check, Memorandum and Articles drafting, SPICe+ filing, PAN, TAN and Certificate of Incorporation
Post-incorporation setup handled — auditor appointment, registrar and transfer agent, ISIN and dematerialisation, share certificates and INC-20A
Governance calendar — independent directors, Audit and Nomination and Remuneration Committees, key managerial personnel and secretarial audit, mapped to the thresholds before you cross them
Full annual compliance — AOC-4, MGT-7 with MGT-8 certification where applicable, ADT-1, ITR-6, DIR-3 KYC, board and AGM documentation, and SEBI LODR support for listed companies
Conversion and IPO readiness — private to public conversion, records remediation, and preparation of the compliance and governance position an issue will require
Transparent pricing with no hidden charges
Pan-India service
Contact Vakilkaro today and get your Public Limited Company registered — and set up so that it holds when an investor, a regulator or an exchange looks at it.
Contact Vakilkaro today and get your Public Limited Company registered — because your business vision deserves a structure that is built correctly from the first day.