Public Limited Company Registration

Scale your enterprise to new heights with public market access. Public Limited Company registration enables businesses to raise substantial capital through public offerings, providing the foundation for large-scale operations and stock market listing.

Service Overview

Public Limited Company Registration

A public limited company is a business structure that can offer shares to the general public through a stock exchange. Unlike a private limited company, it has no restriction on the number of members and a minimum of seven shareholders and three directors is required for registration. It is regulated by the Companies Act, 2013 and is a separate legal entity with perpetual succession and limited liability for its members.

To register, the company must file an electronic application with the Registrar of Companies, including the Memorandum and Articles of Association, and obtain a certificate of incorporation. A key requirement is the issuance of a prospectus to the public for inviting subscriptions to its shares. Due to its public nature, it is subject to more stringent regulations, reporting requirements, and transparency norms compared to a private limited company.

What is Public Limited Company

A public limited company is a business structure that can issue shares to the general public through a stock exchange. Unlike a private limited company, it has no restriction on the number of members and requires a minimum of seven shareholders and three directors. As a separate legal entity, it provides limited liability to its members, protecting their personal assets from company debts. The shares are freely transferable, and the company is subject to more stringent regulations and transparency requirements from a body like the Securities and Exchange Board of India (SEBI). This structure is ideal for large enterprises seeking to raise significant capital from the public.

Features of a Public Limited Company

A public limited company is a business structure that can issue shares to the general public and has its stock typically traded on a stock exchange. This allows it to raise substantial capital from a wide investor base.

Advantages & Disadvantages

Advantages

High Compliance and Regulatory Burden: Public limited companies are subject to strict regulations and extensive reporting requirements from governing bodies like the Ministry of Corporate Affairs (MCA) and the Securities and Exchange Board of India (SEBI). This includes mandatory annual audits, detailed financial disclosures, and holding regular board meetings, which can be time-consuming and costly.

Loss of Control: Since ownership is distributed among a large number of public shareholders, the original founders or directors may lose a significant degree of control over the company\'s decision-making and direction.
Lack of Privacy: Due to the high level of transparency required, a public limited company must disclose its financial and operational information to the public. This lack of confidentiality can be a disadvantage, as competitors can easily access sensitive business data.
High Costs: The process of registering and maintaining a public limited company is more expensive than other business structures. The costs include not only the initial setup fees but also continuous expenses for legal, auditing, and administrative compliance.
Vulnerability to Market Fluctuations: The company\'s share price and valuation are subject to the volatile nature of the stock market. Economic downturns or negative news can lead to a drop in share prices, affecting the company\'s market perception and value. Eligibility Criteria for Public Limited Company Registration To register a public limited company in India, certain eligibility criteria must be met, as per the Companies Act, 2013. These requirements ensure that the company is structured and governed in a way that protects the interests of its numerous shareholders and the public.

Eligibility Criteria

Minimum Number of Directors: A public limited company must have a minimum of three directors.
At least one of the directors must be a resident of India, having stayed in India for a period of not less than 182 days in the previous calendar year.
All directors must have a valid Director Identification Number (DIN).
Minimum Number of Shareholders: A public limited company must have a minimum of seven shareholders.
There is no upper limit on the maximum number of shareholders.
Minimum Authorized Capital: Previously, there was a minimum authorized capital requirement of ₹5,00,000. However, this requirement was removed by the Companies (Amendment) Act, 2015. Companies can now be incorporated with any amount of authorized capital.
Unique Company Name: The proposed company name must be unique and not identical or too similar to any existing company name or registered trademark.
The name must end with the word \"Limited\" or \"Ltd.\".
Registered Office Address: The company must have a registered office address within India. Proof of this address, such as a utility bill, rent agreement, or ownership documents, is required for registration.
Digital Signature Certificate (DSC): All individuals proposing to be directors and subscribers to the Memorandum of Association must obtain a Class 3 Digital Signature Certificate (DSC) for electronically signing the incorporation documents.
Public Offer of Shares: The company must be willing and able to offer its shares to the public through a prospectus. This is a defining characteristic of a public limited company.

Disadvantages

of a Public Limited Company

High Compliance and Regulatory Burden: Public limited companies are subject to strict regulations and extensive reporting requirements from governing bodies like the Ministry of Corporate Affairs (MCA) and the Securities and Exchange Board of India (SEBI). This includes mandatory annual audits, detailed financial disclosures, and holding regular board meetings, which can be time-consuming and costly.
Loss of Control: Since ownership is distributed among a large number of public shareholders, the original founders or directors may lose a significant degree of control over the company\'s decision-making and direction.
Lack of Privacy: Due to the high level of transparency required, a public limited company must disclose its financial and operational information to the public. This lack of confidentiality can be a disadvantage, as competitors can easily access sensitive business data.
High Costs: The process of registering and maintaining a public limited company is more expensive than other business structures. The costs include not only the initial setup fees but also continuous expenses for legal, auditing, and administrative compliance.
Vulnerability to Market Fluctuations: The company\'s share price and valuation are subject to the volatile nature of the stock market. Economic downturns or negative news can lead to a drop in share prices, affecting the company\'s market perception and value. Eligibility Criteria for Public Limited Company Registration To register a public limited company in India, certain eligibility criteria must be met, as per the Companies Act, 2013. These requirements ensure that the company is structured and governed in a way that protects the interests of its numerous shareholders and the public.

Eligibility Criteria

Minimum Number of Directors: A public limited company must have a minimum of three directors.
At least one of the directors must be a resident of India, having stayed in India for a period of not less than 182 days in the previous calendar year.
All directors must have a valid Director Identification Number (DIN).
Minimum Number of Shareholders: A public limited company must have a minimum of seven shareholders.
There is no upper limit on the maximum number of shareholders.
Minimum Authorized Capital: Previously, there was a minimum authorized capital requirement of ₹5,00,000. However, this requirement was removed by the Companies (Amendment) Act, 2015. Companies can now be incorporated with any amount of authorized capital.
Unique Company Name: The proposed company name must be unique and not identical or too similar to any existing company name or registered trademark.
The name must end with the word \"Limited\" or \"Ltd.\".
Registered Office Address: The company must have a registered office address within India. Proof of this address, such as a utility bill, rent agreement, or ownership documents, is required for registration.
Digital Signature Certificate (DSC): All individuals proposing to be directors and subscribers to the Memorandum of Association must obtain a Class 3 Digital Signature Certificate (DSC) for electronically signing the incorporation documents.
Public Offer of Shares: The company must be willing and able to offer its shares to the public through a prospectus. This is a defining characteristic of a public limited company.

Eligibility Criteria

A minimum of three directors and seven shareholders are required.

At least one director must be a resident of India.

No minimum capital requirement.

Documents Required

2. Documents for the Registered Office

Proof of Address: A recent utility bill (not older than two months) for the office premises.
Proof of Ownership/Tenancy:
If owned: Sale deed or property ownership document.
If rented: Copy of the rental agreement.
No Objection Certificate (NOC): A signed NOC from the property owner, consenting to the property being used as the company\'s registered office

Step-by-Step Registration Process

DSC & DIN

Obtain DSC and DIN for directors.

Name Approval

Reserve a unique name for the company.

Incorporation

File the SPICe+ form with the RoC.

Certificate of Incorporation

Issued by the RoC.

Commencement of Business

File a declaration for commencement of business after incorporation.

Registration Fees

Component	Approximate Fees (INR)	Remarks
Digital Signature Certificate (DSC)	₹1,000 - ₹2,000	Per director (valid for 2-3 years)
Director Identification Number (DIN)	₹500 - ₹1,000	Per director (one-time)
Name Approval (SPICe+ Part A)	₹1,000	For name reservation
Government/ROC Fees (SPICe+ Part B)	₹4,000 - ₹10,000	Depends on authorized capital (higher than private limited)
Stamp Duty	Varies by state	0.3% to 0.7% of authorized capital (state-specific)
Professional Fees (CA/CS/Lawyer)	₹20,000 - ₹50,000	Includes documentation, filing, drafting MoA/AoA, legal compliance, and consultation
Total Estimated Cost	₹30,000 - ₹75,000	Varies based on state, authorized capital, and professional fees

Frequently Asked Questions

What is the difference between a Public Limited Company and a Private Limited Company?▼

A Public Limited Company can offer shares to the general public and list on stock exchanges, requires minimum 3 directors and 7 shareholders, and name ends with 'Limited'. A Private Limited Company cannot offer shares publicly, requires 2 directors and 2 shareholders, and name ends with 'Private Limited'. Public companies face stricter compliance and disclosure norms.

Is every Public Limited Company listed on a stock exchange?▼

No. A company can be Public Limited by structure without being listed on a stock exchange. To be 'listed', it must go through an Initial Public Offering (IPO) and get approval from SEBI and stock exchanges like NSE or BSE. Many public companies remain unlisted.

What is the Certificate of Commencement of Business?▼

A Public Limited Company must obtain this certificate under Section 10A of the Companies Act, 2013, before starting business operations. To obtain it, the company must file Form INC-20A declaring that every subscriber has paid the value of shares agreed to be taken and subscribed capital deposited in a bank.

What are the annual compliance requirements for a Public Limited Company?▼

Public companies must hold at least 4 board meetings and 1 AGM annually, file Form AOC-4 (financial statements) and MGT-7 (annual returns), conduct statutory audit, maintain statutory registers, and comply with SEBI LODR regulations if listed. Listed companies must also publish quarterly and annual results.

Can a Public Limited Company be converted to a Private Limited Company?▼

Yes, a Public Limited Company can be converted to a Private Limited Company by passing a special resolution, amending the MoA and AoA, and filing Form MGT-14 and Form INC-27 with the ROC. However, listed companies cannot convert to private companies without delisting first.