Public Limited Company
Registration in India — Scale,
List & Raise Capital

What Is a Public Limited Company?

A Public Limited Company is defined under
Section 2(71) of the Companies Act 2013 as a company that is not a
private company — meaning it has no restriction on the transfer of shares,
no restriction on the number of shareholders, and can invite the general public
to subscribe to its shares, debentures, or deposits.

It is the preferred structure for large-scale enterprises, family business IPOs,
infrastructure companies, financial institutions, and businesses seeking institutional
or public capital. Every company listed on NSE, BSE, or any other
recognised Indian stock exchange is a Public Limited Company.

A public limited company can exist in two forms — listed (shares traded
on a stock exchange, regulated by SEBI) or unlisted (public company
incorporated under Companies Act but not listed). Listed companies carry the most
stringent compliance obligations in India’s corporate legal framework.

Defined Under
Section 2(71) of Companies Act 2013
Minimum Directors
3 (at least 1 resident of India)
Min. Shareholders
7 (subscribers to MoA) — no upper limit
Name Suffix
“Limited” — without “Private”
Share Transfer
Freely transferable — no AoA restrictions
Public Share Offer
Permitted — can do IPO and raise public capital
Minimum Capital
No minimum paid-up capital requirement (2015 Amendment)
Regulatory Bodies
MCA / ROC + SEBI (for listed companies)
Secretarial Audit
Mandatory for all listed + eligible unlisted public companies

Listed vs Unlisted Public Limited Company

Not all Public Limited Companies are listed on stock exchanges.
Understanding this distinction is critical for planning your compliance obligations.

📈 Listed Public Company
✅
Shares traded on NSE, BSE, or SME platforms
✅
Subject to SEBI LODR Regulations 2015 in addition to Companies Act
✅
Must file quarterly financial results, CGR, and RPT disclosures with exchange
✅
Company Secretary as Compliance Officer mandatory under SEBI LODR
✅
Minimum 1/3rd Independent Directors on Board required
✅
Insider Trading Policy (PIT) and Audit Committee mandatory
✅
Maximum investor liquidity — shares buyable/sellable by public anytime
🏢 Unlisted Public Company
📋
Incorporated as a public company but shares not traded on any exchange
📋
Regulated only by Companies Act 2013 — SEBI LODR does not apply
📋
Still requires all ROC filings — AOC-4, MGT-7, board meetings, AGM, audit
📋
Lower compliance than listed companies — no quarterly SEBI filings
📋
Common structure for subsidiaries of listed groups and large family companies
📋
Can list in the future via IPO when business scale warrants
📋
Secretarial Audit mandatory if paid-up capital ≥ ₹50 Cr or turnover ≥ ₹250 Cr

Requirements to Incorporate a Public Limited Company

A Public Limited Company has higher formation requirements than a Private Limited Company.
Here is everything you need before filing SPICe+.

👥

Minimum 3 Directors

At least 3 directors are required. For listed companies, minimum 1/3rd of the board must be Independent Directors. At least one director must be a resident of India.

Section 149(1) — Companies Act 2013
🤝

Minimum 7 Shareholders

The Memorandum of Association must be signed by at least 7 subscribers (founding shareholders). There is no upper limit on shareholders — public companies can have millions of shareholders when listed.

Section 3(1)(a) — Companies Act 2013
🪪

DIN & DSC for All Directors

Every director needs a Director Identification Number (DIN) and Class 3 DSC. For new incorporations, DIN for up to 3 directors is allotted via SPICe+. Additional directors file DIR-3 separately.

MCA Mandatory Requirement
🏢

Registered Office in India

The company must have a registered office address in India within 15 days of incorporation. Utility bill + NOC from property owner required. Can be residential or commercial.

Section 12 — Companies Act 2013
🔤

Unique Name Ending “Limited”

Name must be unique (checked on MCA database), end with “Limited” (not “Private Limited”), not contain restricted words without approval, and not infringe any trademark. Reserved via RUN form.

Section 4 — Companies Act 2013
📑

MoA & AoA — Public Company Format

Memorandum and Articles of Association must be drafted specifically for a Public Company — without the typical private company restrictions on share transfers and public subscription invitations. Minimum 7 subscribers sign the MoA.

Companies (Incorporation) Rules 2014
👩

Woman Director (If Applicable)

At least one woman director is mandatory for listed companies and public companies with paid-up capital ≥ ₹100 crore OR turnover ≥ ₹300 crore. Must be appointed within prescribed timelines.

Section 149(1) Proviso — Rule 3
📊

Whole-Time CS as KMP (If Applicable)

A Company Secretary must be appointed as a Whole-Time Key Managerial Personnel for every listed company and every public company with paid-up share capital of ₹10 crore or more.

Section 203 — Companies Act 2013

Advantages of a Public Limited Company

A Public Limited Company unlocks the full power of India’s capital markets —
enabling businesses to raise unlimited capital, achieve maximum credibility,
and offer investors a liquid exit.

🏛️
Can Offer Shares to General Public

Public companies can raise capital through IPO, rights issues, and FPOs — accessing millions of retail and institutional investors across India and globally.

♾️
Unlimited Shareholders

No cap on shareholders — enabling massive capital raising and broad ownership. Listed public companies can have millions of shareholders simultaneously.

🛡️
Limited Liability for All Shareholders

Shareholders’ personal assets are protected. Liability is capped at the amount invested in shares — regardless of the company’s debts or obligations.

📈
Stock Exchange Listing & Liquidity

Shares can be listed on NSE, BSE, or SME platforms — giving investors a liquid exit and the company continuous price discovery and capital access post-IPO.

🔄
Freely Transferable Shares

Unlike Private Limited, there are no restrictions on share transfers — shares can be bought, sold, and pledged freely, creating a liquid market for ownership.

🏆
Maximum Brand Credibility

Being a “Limited” company listed on a stock exchange is the gold standard of credibility in India — essential for large government contracts and multinational partnerships.

💹
Access to Debt Capital Markets

Can issue Non-Convertible Debentures (NCDs) and accept public deposits — unlocking debt capital in addition to equity, enabling large-scale infrastructure financing.

👨‍💼
Liquid ESOPs for Talent

Employees holding ESOPs in a listed public company can sell their shares on the open market — making ESOPs a truly powerful, liquid incentive for talent retention.

♾️
Perpetual Succession

The company continues independent of changes in shareholders, directors, or management. Business continuity is legally guaranteed regardless of ownership changes.

🌍
FDI & Institutional Investment

FDI under automatic route permitted in most sectors. Institutional investors (FIIs, FPIs, DIIs) can invest in listed public companies — broadening the investor base.

How to Register a Public Limited Company in India

The incorporation process follows the same SPICe+ route as a Private Limited Company —
but with higher minimum requirements and additional post-incorporation obligations.

Documents Required to Incorporate a Public Limited Company

Documents are required for a minimum of 3 directors and 7 shareholders.
All documents can be shared digitally — no physical visits required.

🪪
PAN Card — All Directors (Min. 3) & Shareholders (Min. 7)

Mandatory for DIN, DSC, and all MCA filings. Indian PAN for residents; passport for foreign directors/shareholders.

📋
Aadhaar Card — All Directors

Required for DSC eKYC. Must be linked to active mobile number for OTP-based verification.

🏠
Address Proof — All Directors & Shareholders

Utility bill / bank statement not older than 2 months showing current residential address of each director and subscriber.

📸
Passport-Size Photos — All Directors

Recent photographs of all 3+ directors on white background.

📍
Registered Office — Utility Bill

Electricity / water / telephone bill of the registered office address not older than 2 months.

📄
NOC from Property Owner

No Objection Certificate from the landlord/owner allowing use of the address as the company’s registered office.

📝
Proposed Company Name(s)

Up to 2 name choices ending with “Limited”. Description of main business objects required for MoA drafting.

💹
Shareholding & Capital Structure

Proposed allocation of shares among minimum 7 shareholders, authorised share capital, and paid-up capital amount.

🌏
Passport (Foreign Directors / Shareholders)

Apostille-attested passport copy for foreign nationals or NRIs. Must be notarised and translated to English.

Foreign Directors / NRIs
👩
Woman Director Documents (If Applicable)

Full KYC — PAN, Aadhaar, address proof, photograph — for the mandatory woman director (for eligible companies).

Listed / Large Public Co.

Annual Compliance for a Public Limited Company

Public Limited Companies have the most comprehensive compliance requirements of any
structure — covering both MCA (ROC) and SEBI (for listed companies).

AOC-4
Annual Financial Statements

File within 30 days of AGM. XBRL format mandatory for listed companies and companies with paid-up capital ≥ ₹5 crore. Penalty: ₹100/day.

MGT-7
Annual Return

File within 60 days of AGM. Must be certified by a CS in practice (unlike MGT-7A for Pvt Ltd). XBRL format required for eligible companies.

AGM
Annual General Meeting

Mandatory every year by September 30. First AGM: within 9 months of first financial year end. 21 days’ notice required. Penalty for non-holding: up to ₹1 lakh.

Board Mtg
Minimum 4 Board Meetings / Year

No more than 120-day gap between two consecutive meetings. Proper notice, agenda, and signed minutes mandatory for each meeting.

MR-3
Secretarial Audit

Mandatory for all listed companies and unlisted public companies with paid-up capital ≥ ₹50 Cr or turnover ≥ ₹250 Cr. Conducted by a Practising CS.

Audit
Statutory Audit & Auditor Rotation

Mandatory statutory audit every year. Listed companies must rotate auditors every 5 consecutive years. Audit Committee oversight required for listed companies.

SEBI Quarterly
SEBI Quarterly Filings (Listed)

For listed companies: quarterly financial results, Corporate Governance Report (CGR), Shareholding Pattern — all filed with stock exchanges within prescribed timelines.

SEBI LODR
SEBI Listing Obligations

Related Party Transaction (RPT) disclosures every 6 months; SAST (shareholding disclosures); Insider Trading (PIT) policy; Audit, NRC, and SRC committee compliance.

CSR-2
CSR Compliance (If Applicable)

If net profit ≥ ₹5 Cr or net worth ≥ ₹500 Cr or turnover ≥ ₹1,000 Cr: mandatory CSR spending (2% of avg 3-year net profit). File CSR-2 annually.

DIR-3 KYC
Annual Director KYC

All DIN holders must file annual KYC by September 30 each year. Non-filing deactivates the DIN (₹5,000 to reactivate).

DPT-3
Return of Deposits

Annual DPT-3 by June 30 every year (even if NIL deposits). Quarterly returns required if accepting public deposits under Section 76.

XBRL
XBRL Filing (If Applicable)

XBRL format mandatory for AOC-4 and MGT-7 for listed companies, companies with paid-up capital ≥ ₹5 crore, or turnover ≥ ₹100 crore.

💡 Mitali Tita’s Compliance Management: Public Limited Company compliance involves
12+ annual filings and ongoing SEBI obligations. Mitali Tita provides a comprehensive
compliance retainer — managing your entire annual compliance calendar, preventing penalties,
and ensuring seamless SEBI, MCA, and tax compliance throughout the year.

Public Limited Company vs Private Limited vs LLP vs OPC

A detailed comparison to help you understand where a Public Limited Company stands
relative to other structures — and when it is the right choice.

Public Limited Company — All Your Questions Answered

Comprehensive answers to the most searched questions about Public Limited Company
registration, compliance, IPO, SEBI, CSR, and conversion in India.

🏛️ Basics & Structure
What is a Public Limited Company in India?
A Public Limited Company is defined under Section 2(71) of
Companies Act 2013 as any company that is not a private company. Key characteristics:

• Can offer shares to the general public and be listed on stock exchanges
• Minimum 3 directors; minimum 7 shareholders — no upper limit on shareholders
• Name must end with “Limited” — without “Private”
• Shares are freely transferable without restrictions
• Regulated by Companies Act 2013 + SEBI LODR Regulations 2015 (if listed)
• Highest compliance burden; highest access to capital

What is the difference between a Public Limited and Private Limited Company?
Key differences:

• Directors: Public Ltd = min 3; Private Ltd = min 2
• Shareholders: Public Ltd = min 7, no upper limit; Private Ltd = min 2, max 200
• Name: Public Ltd ends “Limited”; Private Ltd ends “Private Limited”
• Public Share Offer: Public Ltd can do IPO; Private Ltd cannot
• Share Transfer: Public Ltd — freely transferable; Private Ltd — restricted by AoA
• Stock Exchange: Public Ltd can list; Private Ltd cannot
• Compliance: Public Ltd has higher burden — Secretarial Audit, SEBI filings, XBRL, CSR
• Public Deposits: Public Ltd can accept; Private Ltd cannot

What are the minimum requirements to incorporate a Public Limited Company?
Minimum requirements for Public Limited Company incorporation:

1. Minimum 3 directors — at least one must be a resident of India
2. Minimum 7 shareholders — the MoA must be signed by 7 subscribers
3. Unique name approved by MCA, ending with “Limited”
4. A registered office address in India
5. All directors must have DIN and Class 3 DSC
6. No minimum paid-up capital (removed in 2015)
7. MoA and AoA drafted without private company restrictions
8. For listed companies additionally: Independent Directors (≥1/3rd of Board), Woman Director (if eligible), Audit Committee, CS as Compliance Officer

Can a Public Limited Company accept deposits from the public?
Yes — with strict compliance. A Public Limited Company can accept
deposits from the public under Section 76 of Companies Act 2013,
subject to:

1. Passing an ordinary resolution (or special resolution for certain deposits)
2. Obtaining a credit rating from a registered credit rating agency
3. Creating a Deposit Repayment Reserve of 20% of deposits maturing in the current and next financial year
4. Filing Form DPT-1 (Advertisement for Deposits) with ROC before inviting
5. Quarterly DPT-3 returns throughout the year

Private Limited Companies cannot accept public deposits — this is an exclusive privilege
of Public Limited Companies.

📋 Compliance & Regulatory
Is Secretarial Audit mandatory for all Public Limited Companies?
Secretarial Audit (Form MR-3) is mandatory for:

• Every listed company
• Public companies with paid-up share capital ≥ ₹50 crore
• Public companies with annual turnover ≥ ₹250 crore
• Companies with outstanding loans/borrowings from banks/FIs ≥ ₹100 crore

It is conducted by a Practising Company Secretary and covers compliance with
Companies Act 2013, SEBI regulations, FEMA, RBI guidelines, and all applicable laws.
The Secretarial Audit Report is annexed to the Board’s Report.
Mitali Tita is a Practising CS authorised to conduct Secretarial Audits.
What are the annual compliance requirements for a listed Public Limited Company?
A listed Public Limited Company must comply with both MCA and SEBI obligations:

MCA/ROC (Annual): AOC-4 (30 days of AGM), MGT-7 (60 days of AGM),
AGM (by Sept 30), 4 board meetings, DIR-3 KYC, Secretarial Audit, Statutory Audit, DPT-3, CSR-2.

SEBI LODR (Continuous): Quarterly financial results, Corporate Governance
Report, Shareholding Pattern, RPT disclosures (semi-annual), SAST disclosures,
Insider Trading (PIT) Policy compliance, Board Committee meetings (Audit, NRC, SRC),
Compliance Officer filings, XBRL submissions.
Does a Public Limited Company need a Company Secretary?
Yes — in two capacities:

Whole-Time KMP (Section 203): Mandatory for every listed company
and every public company with paid-up capital ≥ ₹10 crore.
The CS must be appointed as a full-time employee of the company.

Compliance Officer (SEBI LODR): Every listed company must
designate a Company Secretary as its Compliance Officer —
responsible for all SEBI filings, exchange communications, and listing compliance.

Even for unlisted public companies below ₹10 crore, the annual return (MGT-7)
must be certified by a CS in practice.
What is CSR compliance and which Public Limited Companies need it?
CSR (Corporate Social Responsibility) under Section 135 of
Companies Act 2013 is mandatory for companies meeting any ONE of these
criteria in the immediately preceding financial year:

• Net worth ≥ ₹500 crore
• Turnover ≥ ₹1,000 crore
• Net profit ≥ ₹5 crore

Eligible companies must: form a CSR Committee; spend at least 2% of average
3-year net profits on CSR activities; disclose in Annual Report;
file CSR-2 with MCA. Unspent amounts must be transferred to PM CARES
or other specified funds. Mitali Tita provides CSR filing and compliance advisory services.
What is XBRL filing and which companies must file in XBRL format?
XBRL (eXtensible Business Reporting Language) is a machine-readable
financial reporting format mandated by MCA for certain companies’ AOC-4 and MGT-7 filings.
XBRL filing is mandatory for:

• All listed companies
• Companies with paid-up capital ≥ ₹5 crore
• Companies with turnover ≥ ₹100 crore
• Companies required to prepare financial statements under Ind AS

XBRL tags financial data in a structured format that enables regulators and investors
to analyse and compare financial statements efficiently. Incorrect XBRL tagging or
non-compliance attracts penalties of ₹25,000 to ₹5 lakh.

🔄 Conversion, IPO & Penalties
How do I convert a Private Limited Company to a Public Limited Company?
Conversion from Private Limited to Public Limited Company:

1. Pass a Special Resolution in an EGM to alter MoA and AoA —
   removing private company restrictions on share transfer and public offers
2. File Form MGT-14 (Special Resolution) with ROC within 30 days
3. File Form INC-27 (Application for Conversion) with updated MoA and AoA
4. Ensure at least 3 directors and 7 shareholders are in place
5. ROC issues a new Certificate of Incorporation as a Public Limited Company

Post-conversion, the company name changes from “XYZ Private Limited” to “XYZ Limited”.
The CIN changes from U/L prefix to reflect the new status.
Mitali Tita handles the complete conversion process.
What is an IPO and can any Public Limited Company do an IPO?
An IPO (Initial Public Offering) is the process by which a Public
Limited Company offers shares to the general public for the first time and gets
listed on a stock exchange. Not all public companies do an IPO.

Main Board IPO (NSE/BSE): Requires SEBI ICDR Regulations compliance —
minimum 3 years of operation, profitability track record, minimum net worth,
appointment of SEBI-registered investment banker and book running lead manager (BRLM),
DRHP filing and SEBI approval.

SME IPO (NSE Emerge / BSE SME): Simpler requirements —
applicable for companies with post-issue paid-up capital up to ₹25 crore;
suitable for growing SMEs wanting to list without full main board requirements.
Mitali Tita provides SME IPO listing compliance support.
What are the penalties for non-compliance by a Public Limited Company?
Penalties for non-compliance by a Public Limited Company:

• Late ROC filings (AOC-4, MGT-7): ₹100/day per form
• SEBI violations (listed companies): Fines up to ₹25 crore or 3× profit from violation; trading suspension
• Failure to hold AGM: Fine up to ₹1 lakh + ₹5,000/day
• Non-appointment of Independent Director: Fine ₹25,000/month
• CSR non-compliance: Fine equal to unspent amount + 2× the amount
• Secretarial Audit default: Fine ₹1 lakh to ₹5 lakh
• Non-appointment of CS as KMP: Company fine ₹1–5 lakh; director fine ₹50,000–5 lakh
• XBRL non-compliance: Fine ₹25,000 to ₹5 lakh

Mitali Tita provides a proactive compliance calendar service to prevent all such penalties.

You May Also Need

From incorporation to secretarial audit, SEBI listing compliance, and SME IPO —
complete public company support by Mitali Tita.

Ready to Register or Manage Your Public Limited Company?

Mitali Tita handles your complete Public Limited Company lifecycle —
from incorporation and INC-20A to Secretarial Audit, SEBI compliance,
CSR filings, and SME IPO readiness. 100% digital. Pan-India.

🏛️ Register My Public Limited Company


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