Access to Public Capital
Only a public company can invite the public to subscribe to its shares via a prospectus under Section 26 and conduct an IPO under SEBI ICDR Regulations 2018. Raise ₹10 crore to ₹10,000+ crore from public markets.
PUBLIC LIMITED COMPANY REGISTRATION
Public Ltd Registration
Get expert assistance for Public Limited Company Registration via SPICe+ v3 in 10 to 15 working days. Minimum 7 shareholders, 3 directors, and access to public capital markets.
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SAMPLE
Certificate of Incorporation
Ministry of Corporate Affairs (MCA) — sample certificate of incorporation
Illustrative sample. Your official certificate is issued after approval.
01
Governing Law
Companies Act, 2013 (Section 2(71))
02
Minimum Members
7 Shareholders + 3 Directors
03
Processing Time
10 to 15 Working Days via SPICe+ v3
04Transparent Process100% online tracking with end-to-end expert support
OVERVIEW
What is a Public Limited Company?
A Public Limited Company is defined under Section 2(71) of the Companies Act, 2013 as a company which is not a private company. It requires a minimum of 7 shareholders and 3 directors, permits free transfer of shares under Section 44, and must end its name with "Limited". A subsidiary of a public company is also deemed public under the same provision.
Public companies carry no upper limit on shareholders, unlike private companies capped at 200 members under Section 2(68). The ability to raise capital from the general public through a prospectus under Section 26, and the option to list on NSE or BSE via an IPO under SEBI ICDR Regulations 2018, are the two defining features that separate this structure from all others.
Governing Law: Companies Act, 2013 (Section 2(71), Section 3, Section 7) | Regulators: MCA + SEBI for listed | Portal: MCA V3 | Primary Form: SPICe+ v3
Governing LawCompanies Act, 2013 (Section 2(71))
RegulatorsMCA + SEBI (if listed)
Primary FormSPICe+ v3 (Part A + Part B)
Processing Time10 to 15 Working Days
Minimum Directors3 (at least 1 Indian resident)
Minimum Shareholders7
Maximum ShareholdersUnlimited
Minimum Paid-up CapitalNone (practical ₹5 lakh)
Name Suffix"Limited"
KEY BENEFITS
8 Benefits of Registering a Public Limited Company
A Public Limited Company structure gives promoters direct access to public capital markets, free share transferability, and structured board governance. Here are 8 specific benefits backed by statute and regulatory data.
Limited Liability
Shareholders lose only their invested capital. Personal assets remain protected under Section 2(22)(a) of the Companies Act, 2013. Liability is limited to the face value of shares held.
Free Share Transferability
Shares of a public company are freely transferable under Section 44, unlike private companies where the AOA restricts transfer. Enables easier exits, secondary sales, and share transfer without board approval.
Perpetual Existence
The company continues beyond founder exit, death, or insolvency. Ownership changes through share transfer without disrupting operations, contracts, or company identity.
Unlimited Shareholders
Unlike private companies capped at 200 members, a public company has no upper limit on shareholders. Enables widespread ownership, institutional investment, and issue of shares to large investor pools.
Greater Credibility
Public companies carry stronger governance, regulatory oversight, and disclosure requirements. Banks, institutional investors, and government agencies prefer public companies for large contracts and credit facilities above ₹1 crore.
Professional Governance
Mandatory Audit Committee (Section 177), Nomination and Remuneration Committee (Section 178), and independent directors ensure professional governance from incorporation. This structure attracts institutional capital.
Public Deposits
Eligible public companies (net worth ₹100 crore+ or turnover ₹500 crore+) can accept deposits from the public under Sections 73 to 76 with proper compliance framework, including DPT-1 circular and credit rating.
ELIGIBILITY
Who Can Register a Public Limited Company?
Indian residents, NRIs, foreign nationals, and corporate bodies can all register a Public Limited Company. Section 3 of the Companies Act, 2013 sets the following eligibility thresholds.
| Requirement | Detail | Governing Section |
|---|---|---|
| Minimum Shareholders | 7 (individuals or body corporate) | Section 3(1)(a) |
| Maximum Shareholders | Unlimited | Section 3(1)(a) |
| Minimum Directors | 3 | Section 149(1)(b) |
| Maximum Directors | 15 (more by special resolution) | Section 149(1) proviso |
| Resident Director | At least 1 must stay 182+ days in India in previous FY | Section 149(3) |
| Woman Director | Required for listed + specified unlisted (paid-up capital ₹100 crore+ or turnover ₹300 crore+) | Section 149(1) 2nd proviso |
| Independent Directors | At least 1/3 for listed; threshold-based for unlisted | Section 149(4) |
| Minimum Paid-up Capital | Nil (removed by Amendment Act 2015) | 2015 Amendment |
| Name Suffix | Must end with "Limited" | Section 4(1)(a) |
| Disqualification Check | No director disqualified under Section 164 | Section 164 |
DOCUMENTS REQUIRED
Documents Required for Registration
Prepare these documents before starting SPICe+ filing on the MCA V3 portal. A Digital Signature Certificate (DSC) is mandatory for each of the 3 directors. All uploads must be colour PDF scans at 300 DPI, under 2MB per file.
For Indian Directors & Subscribers
PAN Card of all 7 subscribers and 3 directors, Aadhaar Card (mandatory for e-KYC), passport-size photograph, residential proof (electricity bill, bank statement, or voter ID not older than 2 months).
For NRI or Foreign Directors
Passport (mandatory, with notarised apostille), address proof of home country (notarised and apostilled), passport-size photograph, DSC application with notarised documents, foreign national declaration on stamp paper.
For Registered Office
Latest electricity bill (not older than 2 months), No-Objection Certificate from the property owner, rent agreement (if rented, registered), property tax receipt, sale deed or ownership document (if owned).
Pro Tip: Avoid Rejection on First Filing
All 7 subscribers must sign the MOA. If any subscriber is a body corporate (not an individual), a physical MOA (INC-33) is required instead of e-MOA. Ensure the PAN name matches across all documents exactly, as any mismatch triggers RoC resubmission and adds 5+ working days to your timeline.
REGISTRATION PROCESS
How to Register a Public Limited Company Online
The complete SPICe+ v3 process takes 10 to 15 working days and a minimum of ₹15,000 total cost for an Authorised Capital of ₹10 lakh. All 5 steps below are filed through the MCA V3 portal.
Step 1: Obtain Digital Signature Certificates (DSC)
Procure Class 3 DSCs for all 3 or more proposed directors and at least one subscriber. DSCs are mandatory for digitally signing every SPICe+ and AGILE-PRO-S form on MCA V3. Apply through approved Certifying Authorities like eMudhra, Capricorn, or Sify. Video KYC and PAN are required for each applicant.
Step 2: Reserve the Company Name via SPICe+ Part A
Log in to MCA V3, open SPICe+ Part A, and propose up to 2 name choices. The proposed name must end with "Limited" (Section 4(1)(a)) and comply with Rule 8 of Companies (Incorporation) Rules, 2014. The Central Registration Centre (CRC) reviews each name and returns approval or resubmission in 1 to 2 working days.
Step 3: File SPICe+ Part B with MOA, AOA, AGILE-PRO-S and INC-9
Submit SPICe+ Part B with e-MOA (Form INC-33) carrying the mandatory public company clause, e-AOA (Form INC-34), AGILE-PRO-S for EPFO, ESIC, GST, bank account, and profession tax registration, and INC-9 declaration by all 7 subscribers and 3 directors. A qualified professional must certify the filing under Rule 38 of Companies (Incorporation) Rules, 2014.
Step 4: Receive Certificate of Incorporation (INC-11)
The Registrar of Companies verifies the filing and issues the Certificate of Incorporation in Form INC-11 under Section 7(2). PAN and TAN are allotted on the same certificate. The certificate with the 21-digit CIN is emailed to all subscribers and the certifying professional.
Step 5: File INC-20A for Commencement of Business
Within 180 days of incorporation, file Form INC-20A under Section 10A declaring that every subscriber has paid the share application money and the registered office is verified. This is mandatory for all companies incorporated after November 2018.
LISTED VS UNLISTED
Listed vs Unlisted Public Limited Company
A listed public company has its shares traded on a recognised stock exchange (NSE or BSE) and is regulated by SEBI under LODR 2015. An unlisted public company retains its public company status without exchange listing.
| Dimension | Listed Public | Unlisted Public |
|---|---|---|
| Shares on NSE/BSE | Yes | No |
| SEBI LODR 2015 | Fully applicable | Not applicable |
| SEBI ICDR 2018 | Applicable at IPO/FPO | Only on public offer |
| SEBI PIT 2015 (Insider Trading) | Mandatory code | Not applicable |
| Quarterly Financial Results | Yes, within 45 days | No |
| BRSR / BRSR Core (ESG) | Top 1,000 listed by market cap | Not applicable |
| Corporate Governance Report | Yes (Regulation 27) | No |
| Demat of Shares | Mandatory (inherent) | Mandatory (Rule 9A since 2018) |
| Disclosure Load | Very high | Moderate |
Most businesses start as unlisted public companies and move to listing only when IPO-ready. The unlisted route gives you the "Limited" suffix, free share transferability, and public company credibility without the quarterly disclosure burden of SEBI LODR compliance.
TAX REGIME
Tax Regime for Public Limited Companies (FY 2025-26)
Public limited companies access the same corporate tax regimes as private companies. The choice of regime is irrevocable once opted, so consult your expert before filing ITR-6.
| Regime | Rate | Effective Rate | Applies To | MAT |
|---|---|---|---|---|
| Section 115BAA (opt-in) | 22% | 25.168% | Any domestic company forgoing exemptions | Not applicable |
| Section 115BAB | 15% | 17.16% | New manufacturing company | Not applicable |
| Concessional 25% | 25% | Varies | Turnover up to ₹400 crore in PY | 15% of book profits |
| Default | 30% | Varies | Any other domestic company | 15% of book profits |
Dividend Taxation
DDT was abolished by the Finance Act 2020. Dividend is now taxed in the shareholder's hands at slab rates. The company must deduct TDS under Section 194 at 10% on annual dividend above ₹5,000 paid to a resident shareholder.
POST-INCORPORATION COMPLIANCE
Post-Incorporation Compliance
After incorporation, a public company faces heavier compliance obligations than a private company. Missing INC-20A alone can trigger automatic strike-off.
| Compliance | Deadline | Form | Penalty for Default |
|---|---|---|---|
| INC-20A Commencement | Within 180 days of incorporation | INC-20A | ₹50,000 on company + ₹1,000/day per director |
| First Auditor Appointment | Within 30 days of incorporation | ADT-1 | Section 139(6) default |
| First Board Meeting | Within 30 days of incorporation | - | Section 173(1) |
| Board Meetings (min 4/FY) | Max 120 days gap | - | ₹25,000 on each director |
| AGM | First: within 9 months of first FY end | - | ₹1 lakh on company + ₹5,000/day |
| AOC-4 (Financial Statements) | Within 30 days of AGM | AOC-4 | ₹10,000 + ₹100/day (max ₹2 lakh) |
| MGT-7 (Annual Return) | Within 60 days of AGM | MGT-7 | ₹10,000 + ₹100/day (max ₹2 lakh) |
| MGT-14 (Resolutions) | Within 30 days of passing | MGT-14 | Section 117(2) |
| DPT-3 (Return of Deposits) | By 30 June annually | DPT-3 | Section 73/76 default |
| DIR-3 KYC | By 30 September annually | DIR-3 KYC | ₹5,000 reactivation fee |
| ADT-1 (Auditor Appointment) | Within 15 days of AGM | ADT-1 | Section 139 default |
COMPARISON
Public Ltd vs Private Ltd vs OPC vs LLP
Choose Public Ltd if you plan to list on a stock exchange or raise capital from the public. Choose Private Ltd for funded startups and SMEs. OPC suits solo founders, and LLP works best for professional services firms.
| Feature | Public Ltd | Private Ltd | OPC | LLP |
|---|---|---|---|---|
| Governing Law | Companies Act 2013 | Companies Act 2013 | Companies Act 2013 | LLP Act 2008 |
| Min Members | 7 | 2 | 1 | 2 partners |
| Max Members | Unlimited | 200 | 1 | Unlimited |
| Min Directors/DP | 3 | 2 | 1 | 2 designated partners |
| Name Suffix | "Limited" | "Private Limited" | "(OPC) Private Limited" | "LLP" |
| Share Transferability | Free (Section 44) | Restricted (AOA) | Restricted | Via supplementary agreement |
| Can Raise Public Capital | Yes | No | No | No |
| Can List on Stock Exchange | Yes | No | No | No |
| Compliance Load | Very High | Medium | Low | Low to Medium |
| Statutory Audit | Mandatory | Mandatory | Mandatory | If turnover > ₹40 lakh or contribution > ₹25 lakh |
| Tax Rate | 22%/25%/30% | Same | Same | 30% + surcharge |
| Best For | IPO-bound, banks, NBFCs | SMEs, startups | Solo founder | Services, professional firms |
MAJOR CITIES
Registration in Major Indian Cities
Registration follows the same national SPICe+ v3 process regardless of city. The Central Registration Centre (CRC) in Manesar processes all filings, with the jurisdictional RoC determined by your registered office address.
Mumbai
BFSI hub. Home to BSE and NSE. Largest concentration of listed public companies.
Delhi
Government and trade hub. Close to CRC Manesar. Strong for infrastructure and defence sectors.
Bengaluru
Technology and IT hub. Strong for tech IPOs and SaaS companies seeking listing.
Hyderabad
Pharma and IT corridor. Growing IPO pipeline from life sciences and healthcare.
Chennai
Auto and ITES hub. Tamil Nadu has the lowest stamp duty (₹500 total for ₹10 lakh AuthCap).
Pune
Auto and IT hub. Growing startup ecosystem with IPO ambitions.
WHY CHOOSE US
Why Choose Corporate Mart for Public Limited Company Registration
Corporate Mart combines a pan-India network of 250+ certified professionals with MCA V3 filing expertise to deliver public limited company registration assistance with transparent pricing and dedicated professional support. Since 2020, we have assisted with 10,000+ company registrations across 28 states with a 97.2% first-attempt approval rate.
10,000+ Registrations
Since 2020 across all entity types and 28 states. 97.2% first-attempt approval rate on SPICe+ filings.
250+ Certified Professionals
Certified Professionals handling SPICe+ v3 filings daily.
Current SPICe+ v3 Workflow
No outdated INC-32 processes. We follow the latest MCA V3 filing workflow.
Listing Readiness Roadmap
Post-incorporation roadmap for listing readiness with Virtual CFO support.
Demat Compliance from Day One
Demat compliance covered from day one for unlisted public companies.
Transparent Pricing
Flat professional fee with upfront state-specific quotes. No hidden charges.
Post-Incorporation Handholding
Handholding for INC-20A, auditor appointment, and bank account setup.
8,521+ Verified Reviews
Verified reviews from business owners across India.
Case Study
A healthcare promoter group from Chennai approached Corporate Mart to incorporate a Public Limited Company for an eventual NSE listing. Our team completed SPICe+ filing with 14 objects clauses and AGILE-PRO-S in 12 working days at a total cost of ₹18,500 (Tamil Nadu's low stamp duty helped). The company filed INC-20A on day 45, appointed statutory auditors via ADT-1, and is now in SEBI pre-IPO advisory with our Virtual CFO team.
FAQ
Frequently Asked Questions
Below are questions sourced from real search queries, MCA guidelines, and our experience assisting with 10,000+ company registrations.
A Public Limited Company is defined under Section 2(71) of the Companies Act, 2013 as a company which is not a private company. It requires a minimum of 7 shareholders and 3 directors, permits free transfer of shares under Section 44, and must end its name with "Limited". A subsidiary of a public company is also deemed public under the same provision.
A minimum of 7 shareholders is required to incorporate a Public Limited Company under Section 3(1)(a) of the Companies Act, 2013. There is no upper limit on the number of shareholders.
A Public Limited Company must have at least 3 directors under Section 149(1)(b). At least one director must be an Indian resident who has stayed in India for 182+ days in the previous financial year (Section 149(3)). The maximum is 15, extendable by special resolution.
The minimum paid-up capital requirement was removed by the Companies (Amendment) Act, 2015. However, practically, a minimum of ₹5 lakh is recommended to meet operational and banking requirements.
The complete SPICe+ v3 process takes 10 to 15 working days from DSC procurement to the Certificate of Incorporation, assuming all documents are in order and no resubmission is required.
Government and statutory fees depend on the state and filing specifications. Corporate Mart provides end-to-end filing assistance with transparent pricing.
No. Listing is not mandatory. A public limited company can operate as an unlisted entity indefinitely, subject to Companies Act compliance and Rule 9A demat requirements since October 2018. Most businesses start as unlisted and move to listing only when IPO-ready.
A listed public company has its shares traded on NSE or BSE and is regulated by SEBI under LODR 2015. An unlisted public company retains its public company status without exchange listing, subject to Companies Act 2013 and Rule 9A demat requirements, with moderate disclosure load.
Yes. NRIs and foreign nationals can be directors in a Public Limited Company, subject to the requirement that at least one director must be an Indian resident. Foreign directors must submit notarised and apostilled passport and address proof documents.
SPICe+ (Simplified Proforma for Incorporating Company Electronically Plus) v3 is the primary form for company incorporation on the MCA V3 portal. Part A handles name reservation, and Part B handles the incorporation filing including MOA, AOA, AGILE-PRO-S, and INC-9 declarations.
A DSC is a cryptographic key pair issued by a licensed Certifying Authority under the Information Technology Act, 2000 that authenticates director identity for electronic filing. Class 3 DSC is mandatory for each of the 3 directors for signing all SPICe+ and AGILE-PRO-S forms.
INC-20A is a declaration of commencement of business filed under Section 10A. It must be filed within 180 days of incorporation, declaring that every subscriber has paid the share application money and the registered office is verified. Penalty for default: ₹50,000 on company + ₹1,000/day per director (capped at ₹1 lakh).
Yes. A Private Limited Company can be converted to a Public Limited Company under Section 14 of the Companies Act, 2013 by altering the MOA and AOA, passing a special resolution, and filing the necessary forms with the Registrar of Companies.
A public company must hold at least 4 board meetings per year (max 120-day gap), conduct an AGM, file AOC-4 within 30 days of AGM, MGT-7 within 60 days, DIR-3 KYC by 30 September, DPT-3 by 30 June, and ADT-1 within 15 days of AGM. Missing INC-20A alone can trigger automatic strike-off.
Public limited companies access the same corporate tax regimes as private companies: 22% under Section 115BAA (opt-in, effective 25.168%), 15% under Section 115BAB for new manufacturing companies (effective 17.16%), 25% concessional for turnover up to ₹400 crore, or 30% default rate. The choice is irrevocable once opted.
