Public Limited Company
Registration in India — Scale,
List & Raise Capital
India's most powerful business structure for large-scale operations, public fundraising, and stock exchange listing. Mitali Tita, practising Company Secretary in Mumbai, handles your complete Public Limited Company incorporation, compliance, and IPO readiness.
A Public Limited Company is a company registered under the Companies Act 2013 that can offer its shares to the general public and be listed on a stock exchange. Defined under Section 2(71) as any company that is not a private company, it requires a minimum of 3 directors and 7 shareholders with no upper limit on shareholders. The name must end with "Limited" (without "Private"). Shares are freely transferable and can be traded on NSE, BSE, or SME platforms after an IPO. It has the highest compliance requirements among all company types — including SEBI, ROC, XBRL, CSR, and Secretarial Audit obligations — but also the greatest access to capital from the general public and institutional investors.
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.
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.
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 2013Minimum 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 2013DIN & 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 RequirementRegistered 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 2013Unique 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 2013MoA & 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 2014Woman 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 3Whole-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 2013Advantages 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.
Public companies can raise capital through IPO, rights issues, and FPOs — accessing millions of retail and institutional investors across India and globally.
No cap on shareholders — enabling massive capital raising and broad ownership. Listed public companies can have millions of shareholders simultaneously.
Shareholders' personal assets are protected. Liability is capped at the amount invested in shares — regardless of the company's debts or obligations.
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.
Unlike Private Limited, there are no restrictions on share transfers — shares can be bought, sold, and pledged freely, creating a liquid market for ownership.
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.
Can issue Non-Convertible Debentures (NCDs) and accept public deposits — unlocking debt capital in addition to equity, enabling large-scale infrastructure financing.
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.
The company continues independent of changes in shareholders, directors, or management. Business continuity is legally guaranteed regardless of ownership changes.
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.
Company Name Search & Reservation
Search the proposed company name on mca.gov.in for uniqueness. For a Public Limited Company, the name must end with "Limited" — not "Private Limited". Also conduct a trademark search on ipindiaonline.gov.in. Reserve the name via the RUN (Reserve Unique Name) form (₹1,000, approved in 1–3 days) or directly within SPICe+.
🔤 Name Suffix: "Limited" only — not "Private Limited"Obtain DSC for All Directors (Minimum 3)
All proposed directors — minimum 3 — must obtain Class 3 Digital Signature Certificates (DSC) from a government-authorised certifying authority. DSC is mandatory for signing SPICe+, e-MoA, e-AoA, and all subsequent MCA e-forms. Obtained online via Aadhaar OTP or video KYC — delivered in 1–2 working days.
🔐 DSC required for all 3+ directors — one more than Pvt LtdObtain DIN for All Directors
Every director must have a DIN (Director Identification Number). For new incorporations, DIN for up to 3 directors is allotted automatically via SPICe+. Any directors beyond the 3rd must file Form DIR-3 separately before the SPICe+ submission. All directors must complete their DIR-3 KYC annually by September 30.
📋 Auto-allotted via SPICe+ for first 3 directorsDraft MoA & AoA for a Public Company
The Memorandum of Association (MoA) must be signed by at least 7 subscribers and must not contain the private company restrictions (share transfer restrictions, prohibition on public invitations). The Articles of Association (AoA) must be tailored for a public company — covering freely transferable shares, AGM requirements, and governance in accordance with Companies Act 2013. Both are filed as e-MoA and e-AoA via SPICe+.
📝 Minimum 7 subscribers must sign MoA — vs 2 for Pvt LtdFile SPICe+ (INC-32) on MCA Portal
Submit the SPICe+ form with all documents: KYC of all 3+ directors and 7+ shareholders, e-MoA, e-AoA, office proof. One SPICe+ submission handles: name approval · DIN allotment · PAN & TAN for the company · GST registration · ESIC & EPFO registration · bank account opening with partner banks. Sign digitally with all directors' DSC.
🌐 One integrated form — 8 simultaneous registrationsReceive Certificate of Incorporation (COI)
The ROC examines the SPICe+ application and issues the Certificate of Incorporation (COI) with a unique CIN (Corporate Identity Number) upon approval. The CIN for a Public Limited Company will reflect its status (e.g., L/U followed by industry code, state, year, company type, and number). PAN and TAN are issued simultaneously.
🎉 COI issued — company is officially a Public Limited CompanyPost-Incorporation Mandatory Compliance
After receiving COI: open a current bank account · deposit subscribed share capital · file INC-20A (Commencement of Business) within 180 days · appoint statutory auditor (ADT-1) within 30 days · issue share certificates to all subscribers within 60 days · set up statutory registers (MGT-1, SH-1, MBP-1) and minutes books · hold first Board Meeting within 30 days of incorporation.
⚠️ INC-20A mandatory within 180 days — penalty ₹50,000 if missedAppoint KMP & Set Up Ongoing Compliance
Appoint Company Secretary as Whole-Time KMP if paid-up capital reaches ₹10 crore or if the company is listed. Set up: compliance calendar (4 board meetings/year, AGM by Sept 30) · annual ROC filings (AOC-4, MGT-7) · Secretarial Audit (if eligible) · SEBI compliance infrastructure (if planning to list). Mitali Tita provides comprehensive public company compliance management.
📊 KMP appointment mandatory for paid-up capital ≥ ₹10 CrDocuments 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.
Mandatory for DIN, DSC, and all MCA filings. Indian PAN for residents; passport for foreign directors/shareholders.
Required for DSC eKYC. Must be linked to active mobile number for OTP-based verification.
Utility bill / bank statement not older than 2 months showing current residential address of each director and subscriber.
Recent photographs of all 3+ directors on white background.
Electricity / water / telephone bill of the registered office address not older than 2 months.
No Objection Certificate from the landlord/owner allowing use of the address as the company's registered office.
Up to 2 name choices ending with "Limited". Description of main business objects required for MoA drafting.
Proposed allocation of shares among minimum 7 shareholders, authorised share capital, and paid-up capital amount.
Apostille-attested passport copy for foreign nationals or NRIs. Must be notarised and translated to English.
Foreign Directors / NRIsFull 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).
File within 30 days of AGM. XBRL format mandatory for listed companies and companies with paid-up capital ≥ ₹5 crore. Penalty: ₹100/day.
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.
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.
No more than 120-day gap between two consecutive meetings. Proper notice, agenda, and signed minutes mandatory for each meeting.
Mandatory for all listed companies and unlisted public companies with paid-up capital ≥ ₹50 Cr or turnover ≥ ₹250 Cr. Conducted by a Practising CS.
Mandatory statutory audit every year. Listed companies must rotate auditors every 5 consecutive years. Audit Committee oversight required for listed companies.
For listed companies: quarterly financial results, Corporate Governance Report (CGR), Shareholding Pattern — all filed with stock exchanges within prescribed timelines.
Related Party Transaction (RPT) disclosures every 6 months; SAST (shareholding disclosures); Insider Trading (PIT) policy; Audit, NRC, and SRC committee compliance.
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.
All DIN holders must file annual KYC by September 30 each year. Non-filing deactivates the DIN (₹5,000 to reactivate).
Annual DPT-3 by June 30 every year (even if NIL deposits). Quarterly returns required if accepting public deposits under Section 76.
XBRL format mandatory for AOC-4 and MGT-7 for listed companies, companies with paid-up capital ≥ ₹5 crore, or turnover ≥ ₹100 crore.
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.
| Feature | Public Limited ⭐ | Private Limited | LLP | OPC |
|---|---|---|---|---|
| Governing Law | Companies Act 2013 + SEBI LODR (listed) | Companies Act 2013 | LLP Act 2008 | Companies Act 2013 |
| Min. Directors | 3 | 2 | 2 Designated Partners | 1 |
| Min. Members | 7 shareholders | 2 shareholders | 2 partners | 1 member |
| Max. Members | Unlimited | 200 | Unlimited | 1 only |
| Name Suffix | "Limited" | "Private Limited" | "LLP" | "(OPC) Private Limited" |
| Public Share Offer | Yes — IPO allowed | No | No | No |
| Stock Exchange Listing | Yes — NSE / BSE / SME | No | No | No |
| Share Transfer | Freely Transferable | Restricted by AoA | Per LLP Agreement | Highly Restricted |
| Raise Equity Funding | Yes — unlimited sources | Yes — VC, Angel, PE | Not typically | No |
| Secretarial Audit | Mandatory (listed + eligible) | Only if eligible | Not required | Not required |
| SEBI Compliance | Yes (if listed) | No | No | No |
| Compliance Burden | Highest | Moderate–High | Low–Moderate | Moderate |
| Whole-Time CS Mandatory | Yes — if paid-up capital ≥ ₹10 Cr or listed | Only if listed or capital ≥ ₹10 Cr | No | No |
| Best For | Large enterprises, IPO-bound companies, infrastructure, capital-intensive sectors | Startups, SMEs, investor-backed businesses | Professional services, 2+ partners | Solo entrepreneurs |
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.
- 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
- 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
- Minimum 3 directors — at least one must be a resident of India
- Minimum 7 shareholders — the MoA must be signed by 7 subscribers
- Unique name approved by MCA, ending with "Limited"
- A registered office address in India
- All directors must have DIN and Class 3 DSC
- No minimum paid-up capital (removed in 2015)
- MoA and AoA drafted without private company restrictions
- For listed companies additionally: Independent Directors (≥1/3rd of Board), Woman Director (if eligible), Audit Committee, CS as Compliance Officer
- Passing an ordinary resolution (or special resolution for certain deposits)
- Obtaining a credit rating from a registered credit rating agency
- Creating a Deposit Repayment Reserve of 20% of deposits maturing in the current and next financial year
- Filing Form DPT-1 (Advertisement for Deposits) with ROC before inviting
- Quarterly DPT-3 returns throughout the year
- 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
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.
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.
- Net worth ≥ ₹500 crore
- Turnover ≥ ₹1,000 crore
- Net profit ≥ ₹5 crore
- All listed companies
- Companies with paid-up capital ≥ ₹5 crore
- Companies with turnover ≥ ₹100 crore
- Companies required to prepare financial statements under Ind AS
- Pass a Special Resolution in an EGM to alter MoA and AoA — removing private company restrictions on share transfer and public offers
- File Form MGT-14 (Special Resolution) with ROC within 30 days
- File Form INC-27 (Application for Conversion) with updated MoA and AoA
- Ensure at least 3 directors and 7 shareholders are in place
- ROC issues a new Certificate of Incorporation as a Public Limited Company
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.
- 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
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 Explore All Business Structures →