Public Limited Company Registration in India – Eligibility, Documents, Fees and Online Process
A Public Limited Company is a corporate structure suitable for businesses planning wider shareholding, formal governance and potential access to larger sources of capital. It is incorporated under the Companies Act, 2013, through the Ministry of Corporate Affairs (MCA).
To register an ordinary public company limited by shares in India, the promoters generally need at least seven subscribers, three directors, an eligible company name, a registered office and the prescribed incorporation documents. The application is submitted through MCA's SPICe+ incorporation system.
A public company does not have to be listed on a stock exchange. Listing and public securities offerings require separate legal and regulatory compliance.
Legal Papers India Business Solution Private Limited is a private business and compliance consultancy. Businesses considering public company incorporation can contact the company to confirm the availability and scope of registration assistance.
Contact Legal Papers India to discuss your proposed company structure.
What Is a Public Limited Company?
A Public Limited Company is a company that satisfies the legal definition of a public company under the Companies Act, 2013. It is a separate legal entity from its shareholders and directors. The company can hold assets, enter contracts, employ people, borrow funds and undertake lawful business activities in its own name.
An ordinary public company limited by shares provides limited liability to shareholders, subject to applicable law and any separate contractual or personal obligations. A public company may be unlisted or listed. Incorporation does not automatically permit an initial public offering or create stock-exchange listing.
Who Should Consider Public Limited Company Registration?
Public company incorporation may suit businesses that intend to:
- Bring together a relatively large group of founders or investors.
- Develop a wider shareholder base.
- Establish a formal board-led governance structure.
- Plan substantial business expansion.
- Raise equity through legally permitted channels.
- Prepare for a possible future securities offering or listing.
- Operate an enterprise where public-company status supports its commercial objectives.
The structure may not be appropriate for a small founder group seeking minimal incorporation and recurring compliance obligations.
A private limited company or LLP may be more suitable in some circumstances.
Minimum Requirements for Public Limited Company Registration
The ordinary requirements for incorporating a public company limited by shares include:
| Requirement |
General position |
| Minimum subscribers/members |
7
|
| Minimum directors |
3
|
| Resident director |
At least one director meeting the statutory India-residency condition |
| Company name |
Must comply with MCA naming rules; ordinarily ends in “Limited” |
| Registered office |
Address in India meeting statutory requirements |
| Director identification |
Valid DIN or applicable incorporation-stage DIN process |
| Digital signatures |
Required for relevant electronic signatories |
| Memorandum of Association |
Required |
| Articles of Association |
Required |
| Minimum general paid-up capital |
No general ₹5 lakh statutory minimum solely for incorporation |
| MCA incorporation application |
SPICe+ and applicable linked forms |
These are the general requirements. Special categories of companies and regulated business activities may have additional conditions.
How Many Shareholders and Directors Are Required?
Section 3 of the Companies Act provides for incorporation of a public company by seven or more persons subscribing to its memorandum.
Section 149 generally requires a public company to have at least three directors.
Can the Same Person Be a Shareholder and Director?
Yes. A subscriber may also be appointed as a director, provided the person meets the applicable eligibility requirements. Seven separate shareholders and three completely different directors are not necessarily required. The business should nevertheless distinguish ownership rights from board responsibilities.
Is an Indian Resident Director Required?
Every company must satisfy the resident-director requirement under Section 149(3). The provision refers to a director who stays in India for the prescribed period during the financial year, with proportionate application for a newly incorporated company. Nationality and residence are different considerations. The actual residency test must be satisfied.
Is ₹5 Lakh Minimum Capital Required for a Public Limited Company?
No. The former general minimum paid-up capital requirement of ₹5 lakh was removed through the Companies (Amendment) Act, 2015. However, removing that minimum does not mean capital planning is unnecessary.
A company still needs to determine an appropriate authorised share capital, subscribed capital and paid-up capital. Special regulated activities may have their own capital or financial eligibility conditions.
Authorised Share Capital : Authorised capital is the maximum share capital the company is initially permitted to issue under its memorandum, subject to lawful alteration.
Subscribed Capital : Subscribed capital represents the shares that shareholders agree to take.
Paid-Up Capital : Paid-up capital represents the amount actually paid or credited as paid on issued shares.
The proposed capital structure should reflect the business plan, founder contributions, potential investment and applicable compliance requirements.
Public Limited Company vs Private Limited Company
| Feature |
Public limited company |
Private limited company
|
| Minimum members |
7
|
2 |
| Minimum directors |
3
|
2 |
| Shareholder limit |
No general 200-member private-company ceiling |
Generally limited to 200 members, subject to statutory exclusions |
| Invitation to public for securities |
Possible only under applicable securities law
|
Restricted by the statutory private-company definition |
| Share transfer |
Governed by applicable law and Articles |
Articles restrict transfer as required by private-company definition |
|
Stock exchange listing
|
Possible subject to separate requirements
|
Cannot simply list while remaining an ordinary private company |
|
Governance
|
Generally more extensive |
Some statutory exemptions may apply |
|
Name suffix
|
Limited
|
Private Limited |
The better structure depends on the number of owners, funding strategy, governance preferences and regulatory requirements.
Public Limited Company vs Listed Company
A public company is a corporate classification under the Companies Act.
A listed company has securities listed on a recognised stock exchange, subject to the relevant legal definition and regulatory framework.
An unlisted public company can operate without listing its shares.
Can Every Public Limited Company Launch an IPO?
No. Incorporation alone does not establish eligibility to offer securities to the public or list shares.
A proposed initial public offering requires separate examination of the Companies Act, SEBI regulations, stock-exchange requirements and other applicable conditions.
A business should not register a public company on the assumption that it can immediately raise money from the general public without additional approvals and disclosures.
Advantages of Public Limited Company Registration
Separate Legal Identity : The company exists separately from its members and can enter transactions in its own name.
Limited Shareholder Liability : Shareholders' liability is generally limited according to the terms of their shareholding, subject to law and any separate obligations.
Wider Ownership Structure : A public company can accommodate a broader shareholder base without the ordinary private-company membership ceiling.
Capital-Raising Flexibility : The structure may support future equity financing and legally permitted securities offerings.
Continuity : The company continues as a legal entity despite changes in its shareholders or directors.
Formal Governance : A board-led structure provides defined responsibilities and statutory decision-making procedures.
These benefits come with additional compliance obligations. They do not guarantee investment, profitability or listing.
Documents Required for Public Limited Company Registration
The precise checklist depends on the subscribers, proposed directors, registered-office arrangements and current MCA forms.
Documents From Individual Subscribers
Commonly relevant records include:
- Proof of identity.
- Proof of residential address.
- PAN or other permitted identification, depending on applicant status.
- Contact and identification details required by MCA.
- Subscription particulars.
- Digital signature arrangements where required.
Documents From Proposed Directors
The incorporation process may require:
- Identity and residential address information.
- DIN, where already allotted.
- Details required for DIN allotment through incorporation, where permitted.
- Consent to act as director.
- Declaration of eligibility and non-disqualification.
- Relevant interest disclosures.
- Digital signature.
Registered Office Documents
Depending on the premises and filing route:
- Proof of the office address.
- Recent utility bill.
- Ownership or occupancy evidence.
- Owner's no-objection certificate where required.
- Lease or rental documents, if applicable.
- Other address evidence specified in the current MCA form.
Company Incorporation Documents
- Proposed company name.
- Main business objects.
- Memorandum of Association (MOA).
- Articles of Association (AOA).
- Authorised and subscribed share capital.
- Subscriber and director particulars.
- Applicable declarations, including INC-9.
- Professional certification where prescribed.
- Sector-specific permissions or name-related approvals, if applicable.
Foreign Subscriber or Director Documents
Foreign individuals and overseas body corporates may need notarised, apostilled or consular-authenticated documents, depending on the country and place of execution.
Additional foreign-investment and sector-specific rules may apply.
How to Register a Public Limited Company Online
Step 1: Finalise the Promoters and Directors
Identify at least seven proposed subscribers and three eligible directors.
Decide each subscriber's shareholding and the initial governance structure.
Step 2: Determine the Business Objects and Capital
Prepare the company's intended activities and capital structure.
The objects clause should accurately describe the business rather than include unrelated activities without a legitimate purpose.
Step 3: Check the Proposed Company Name
Search MCA records and relevant trademark databases.
A proposed name must comply with the applicable company-naming rules.
Step 4: Obtain Digital Signature Certificates
Arrange valid digital signatures for the persons required to sign the incorporation forms.
Signatories must meet the MCA portal's current account and DSC association requirements.
Step 5: Apply Through SPICe+ Part A
SPICe+ Part A is used for name reservation during new company incorporation.
The name can be reserved separately before the remaining incorporation application, or the applicable combined filing route can be used.
Step 6: Prepare the MOA and AOA
Draft the Memorandum of Association and Articles of Association.
The MOA covers the company's constitutional matters, including its name, objects and capital.
The AOA sets out internal governance rules.
Step 7: Complete SPICe+ Part B
Provide the proposed company's registered office, capital, subscribers, directors and other required incorporation information.
Apply for DIN allotment through the permitted incorporation route where applicable.
Step 8: Complete Applicable Linked Forms
The filing may involve:
• SPICe+ incorporation form.
• eMOA in INC-33, where applicable.
• eAOA in INC-34, where applicable.
• INC-9 declaration.
• AGILE-PRO-S for applicable linked registrations and services.
The MCA FAQs identify exceptions where MOA and AOA must be submitted as attachments rather than through the ordinary eMOA/eAOA route. These exceptions are especially relevant where there are more than seven first subscribers or certain overseas subscribers.
Step 9: Pay Applicable Government Charges
Pay the statutory amounts generated by the MCA system, including applicable stamp duty and other charges.
Step 10: Respond to MCA Queries
The Central Registration Centre or competent authority may seek clarification, additional documents or resubmission.
Step 11: Obtain the Certificate of Incorporation
Following approval, the Registrar issues the Certificate of Incorporation and Corporate Identification Number (CIN).
PAN and TAN are integrated into the incorporation workflow.
Step 12: Complete Post-Incorporation Obligations
Incorporation is the beginning of the company's compliance responsibilities, not the end.
The company must review commencement-of-business filing, share subscription payments, auditor appointment, statutory records and ongoing compliance.
MCA Forms for Public Limited Company Incorporation
| SPICe+ Part A |
Company name reservation |
| SPICe+ Part B |
Incorporation particulars and related applications |
| INC-33 |
Electronic Memorandum, where applicable |
| INC-34 |
Electronic Articles, where applicable |
| INC-9 |
Subscriber and first-director declarations |
| AGILE-PRO-S |
Applicable linked registrations and bank-account service |
| INC-20A |
Post-incorporation commencement-of-business declaration for covered companies
|
Some applications require physical or attached constitutional documents instead of standard electronic versions.
The actual filing package should follow the current MCA instructions for the specific subscriber structure.
Public Limited Company Registration Fees in India
The total cost depends on the authorised capital, registered-office State, number and type of signatories, documentation and professional assistance.
MCA Incorporation Filing Fee : MCA's published SPICe+ FAQ describes a zero incorporation filing-fee concession for eligible companies with authorised capital up to ₹15 lakh. This concession does not mean every aspect of incorporation is free.
Name Reservation Fee : A separate SPICe+ Part A name-reservation application may attract the prescribed charge.
Stamp Duty : Stamp duty depends on the State and the applicable incorporation documents.
PAN and TAN Charges : The MCA incorporation process includes applicable PAN and TAN charges through the consolidated filing workflow.
Digital Signature Cost : DSCs are issued by the relevant certifying service providers and may involve separate charges.
Professional Charges : A private consultancy or professional may charge for eligibility review, drafting, documentation, certification or application assistance.
| Cost component |
Nature |
| MCA incorporation fee |
Statutory, subject to current concessions
|
| Name reservation |
Applicable MCA charge |
| Stamp duty |
State-dependent |
| PAN/TAN |
Applicable integrated charges |
| DSC |
Provider charge |
| Professional assistance |
Optional private service fee |
|
Additional regulatory approvals
|
Sector- or applicant-dependent
|
Legal Papers India has not supplied a verified public limited company registration package price. Applicants should request a quotation showing inclusions and exclusions.
How Long Does Public Limited Company Registration Take?
There is no universal guaranteed incorporation timeline.
The practical period depends on:
- Name availability.
- Number and identity of subscribers.
- DSC readiness.
- Registered-office documents.
- MOA and AOA preparation.
- Foreign document authentication, where relevant.
- MCA processing.
- Resubmission or objections.
A straightforward application may move faster than one involving complex shareholders or missing documents.
Any consultancy timeline should be described as an estimate, not a statutory approval guarantee.
What Happens After Public Limited Company Incorporation?
Open and Operate the Company Bank Account : Complete the applicable banking process and arrange receipt of share subscription money.
File INC-20A Where Applicable : Under Section 10A, a company incorporated with share capital and covered by the provision must generally file its declaration of commencement of business within 180 days of incorporation.
The declaration involves prescribed evidence and professional verification.
Appoint the First Auditor : The company must comply with the first-auditor appointment provisions of Section 139, including the relevant 30-day board appointment framework for ordinary non-government companies.
Maintain Statutory Registers : Keep the registers and records prescribed under company law.
Issue Share Certificates and Maintain Ownership Records : Comply with the applicable rules governing share issuance, certificates, registers and dematerialised securities.
Review Dematerialisation Requirements : Unlisted public companies are subject to applicable securities dematerialisation requirements under the Companies (Prospectus and Allotment of Securities) Rules, including Rule 9A and relevant amendments. Applicability, exemptions and implementation requirements must be checked for the company's category.
Complete Tax and Employment Registrations : Review GST, professional tax, EPF, ESI and other registrations according to the relevant legal thresholds and applicable procedures.
Annual Compliance for a Public Limited Company : Public company registration creates ongoing responsibilities.
These may include:
- Board meetings and minutes.
- Annual general meetings.
- Maintenance of books of account.
- Statutory audit.
- Financial statement filing.
- Annual return filing.
- Director disclosures and KYC.
- Applicable income-tax returns.
- Event-based ROC filings.
- Shareholding and securities records.
- Beneficial ownership reporting, where applicable.
- Corporate governance requirements for covered classes of companies.
Additional requirements concerning independent directors, woman directors, committees, key managerial personnel and secretarial audit depend on statutory thresholds and company classification.
A newly incorporated public company should plan compliance costs before selecting this structure.
Can an Unlisted Public Company Issue Shares?
An unlisted public company may issue securities through legally permitted routes, subject to the Companies Act, securities regulations and applicable conditions. Different rules apply to rights issues, preferential allotments, private placements and public offers.
A public company cannot assume that every fundraising route is available without disclosure, allotment, dematerialisation or regulatory compliance. The proposed fundraising method should be assessed separately from incorporation.
Public Limited Company Registration Enquiries With Legal Papers India
Legal Papers India Business Solution Private Limited is a private business and compliance consultancy.
Promoters considering a public limited company can contact the business to confirm whether assistance is available for the proposed incorporation.
Information to Prepare Before Enquiring
• Proposed company names.
• Main business activities.
• State of the registered office.
• Number of proposed shareholders.
• Number of proposed directors.
• Resident-director arrangements.
• Authorised and subscribed capital.
• Whether any shareholder or director is based outside India.
• Expected funding and governance structure.
• Any industry-specific licensing requirements.
The company should confirm the scope of assistance, applicable professional involvement, statutory charges and quotation before engagement.
Discuss Your Public Limited Company Registration Requirements
Planning to establish a public company with a wider shareholder base or future fundraising objectives?
Begin by confirming your seven subscribers, three directors, resident-director arrangement, registered-office State and proposed capital structure.
Legal Papers India Business Solution Private Limited can receive your enquiry and confirm the availability of appropriate registration assistance.
Contact Legal Papers India to discuss your requirements and request a professional quotation.
Disclaimer: Legal Papers India is a private consultancy, not the Ministry of Corporate Affairs or Registrar of Companies. Government approval, incorporation timing, securities offerings and stock-exchange listing cannot be guaranteed.
Official references
Frequently Asked Questions
How do I register a Public Limited Company in India?
An ordinary public company limited by shares generally needs at least seven subscribers and three directors. The promoters prepare a compliant company name, registered-office documents, MOA, AOA and required declarations. The incorporation application is filed through MCA's SPICe+ system. The Registrar issues the Certificate of Incorporation after approving the application.
How many shareholders are required for Public Limited Company Registration?
At least seven persons must subscribe to the memorandum to form an ordinary public company under Section 3 of the Companies Act, 2013. The proposed subscribers must meet the applicable legal requirements. A shareholder may also be a director, so seven subscribers and three directors do not necessarily mean ten different individuals.
How many directors are needed in a Public Limited Company?
A public company generally requires at least three directors under Section 149 of the Companies Act. It must also satisfy the statutory resident-director condition. The directors must be eligible, provide the required consent and meet the applicable identification and disclosure requirements.
Is ₹5 lakh minimum capital mandatory for a Public Limited Company?
No. The general ₹5 lakh minimum paid-up capital requirement was removed by the Companies (Amendment) Act, 2015. The promoters must still decide the authorised, subscribed and paid-up capital appropriate for the business. Particular regulated industries may impose separate capital requirements.
What documents are required to register a Public Limited Company?
The checklist generally includes subscriber and director identity documents, address information, digital signatures, proposed company names, business objects, MOA, AOA, registered-office evidence and prescribed declarations. Foreign participants or body-corporate subscribers may require additional resolutions and authenticated documents. Current MCA filing instructions determine the final attachments.
Can Public Limited Company Registration be completed online?
Yes. The incorporation application is submitted electronically through MCA's SPICe+ system. Relevant linked forms and digital signatures are used according to the applicant's circumstances. Some supporting documents may need special authentication or attachment, particularly for overseas subscribers or other exceptions.
What is the government fee for Public Limited Company Registration?
Government charges depend on authorised capital, applicable MCA concessions, separate name reservation and State stamp duty. MCA's published FAQ describes zero incorporation filing fees for eligible companies with authorised capital up to ₹15 lakh, but other statutory and service charges may remain. The current MCA-generated payment amount should be checked before filing.
Is a Public Limited Company automatically listed on a stock exchange?
No. A public company may remain unlisted. Stock-exchange listing and public securities offerings involve separate requirements under company law, SEBI regulations and exchange rules. The Certificate of Incorporation does not itself authorise an IPO or establish listed-company status.
What is the difference between Public Limited and Private Limited Company Registration?
A public company generally needs seven members and three directors, while an ordinary private company needs two members and two directors. Public companies have different shareholding and governance rules. The appropriate choice depends on ownership plans, fundraising strategy, compliance burden and business objectives.
Can the same person be a shareholder and director?
Yes. A person may subscribe to shares and also serve as a director if eligible. Shareholding provides ownership rights, while directorship involves governance and statutory duties. The company's incorporation documents should accurately record both roles.
Can an NRI or foreign national become a shareholder?
Foreign nationals and NRIs may participate subject to company law, applicable foreign-investment rules and identification requirements. Overseas documents may require notarisation, apostille or consular authentication. Additional conditions may apply to certain industries or ownership structures.
How long does Public Limited Company Registration take?
There is no guaranteed universal processing time. The practical period depends on name approval, documents, digital signatures, subscriber structure, MCA review and possible resubmission. Applicants should distinguish a consultancy's estimated timeframe from the competent authority's actual processing.
Is a registered office required in India?
A company must comply with the statutory registered-office requirements under the Companies Act. Incorporation and subsequent registered-office verification obligations depend on the applicable provisions and filing route. Address evidence and owner consent may be required where the premises are not owned by the proposed company or promoters.
What is SPICe+ in Public Limited Company Registration?
SPICe+ is MCA's integrated incorporation application system. Part A handles company name reservation, while Part B captures incorporation details and associated applications. Applicable linked forms include MOA, AOA, declarations and AGILE-PRO-S. The filing package depends on the company's subscriber and director structure.
Is GST registration automatic after company incorporation?
GST registration is governed by the applicable GST law and business circumstances. Although GST-related application functionality is integrated with the MCA incorporation workflow, this does not mean every new company is automatically required to register for GST. The business should review its tax obligations separately.
What is INC-20A and when must it be filed?
INC-20A is the declaration of commencement of business for companies covered by Section 10A. It is generally required within 180 days of incorporation. The company must satisfy the statutory conditions, including the relevant share subscription and registered-office requirements. Failure to comply may have legal consequences.
Can a Public Limited Company raise funds from the public?
A public company may pursue legally permitted fundraising routes, but incorporation alone does not authorise unrestricted public solicitation. Securities offerings must comply with applicable company law, SEBI requirements and other relevant rules. The method of issue and company status determine the obligations.
Are annual ROC filings mandatory for a Public Limited Company?
Yes. Public companies have ongoing filing and governance duties under the Companies Act. These commonly include financial statements, annual returns, board and shareholder meetings, auditor-related requirements and event-based filings. The precise forms, deadlines and additional obligations depend on the company's status and circumstances.
Can I convert my Private Limited Company into a Public Limited Company?
A private company may convert into a public company through the applicable statutory procedure. The process differs from registering a new company and may require changes to the Articles, members, directors and MCA records. The existing company's compliance position should be reviewed before beginning conversion.
Can I register a Public Limited Company without a consultant?
Applicants may undertake the incorporation process directly, subject to the statutory requirements and prescribed professional certification of relevant forms. A private consultancy is optional and cannot guarantee government approval. The promoters remain responsible for accurate information and continuing company compliance.
