Public Limited Company Registration
Public limited company registration needs at least seven shareholders and three directors, and the name must end with “Limited”. We reserve the name, draft the MoA and AoA, file SPICe+ on the MCA V3 portal and complete the INC-20A declaration due within 180 days.
What it is
A public limited company is any company that is not a private company. Its shares are freely transferable and it can have any number of shareholders. It may also raise money from the public through a prospectus. Each shareholder’s liability is limited to the amount unpaid on their shares.
Section 3(1)(a) of the Companies Act, 2013 needs seven or more persons to subscribe to the memorandum, and Section 149(1) needs at least three directors. You register through SPICe+ (Form INC-32) on the MCA V3 portal, with the e-MoA (INC-33), e-AoA (INC-34) and AGILE-PRO-S filed as linked forms.
There is no minimum paid-up capital. The Companies (Amendment) Act, 2015 removed that requirement from Section 2(71) with effect from 29 May 2015.
Who it applies to
You expect more than 200 shareholders
A private company stops at 200 members. Picture a Faridabad engineering firm that wants to give shares to its employees and dealers across the country. Once that list crosses 200, only a public company can hold them all.
You plan to raise money from the public
Only a public company can make a public offer of securities through a prospectus under Section 23(1).
Your parent company is public
Say a public company sets up a new manufacturing arm as a private company. The proviso to Section 2(71) still treats that subsidiary as public, so it carries public-company compliance either way.
Why it matters
Grow past 200 members without converting
If you expect to cross 200 shareholders, starting public spares you a conversion later, with its own special resolution, MGT-14 and INC-27.
Raise public money when you are ready
A private company cannot make a public offer. A public company can, through a prospectus. Listing is a separate decision for later.
Let shares change hands freely
Section 58(2) makes a public company’s securities freely transferable. A shareholders’ agreement on transfers still binds its parties as a contract.
Public vs private limited at a glance
| Private limited | Public limited | |
|---|---|---|
| Minimum members | 2 (Section 3(1)(b)) | 7 (Section 3(1)(a)) |
| Maximum members | 200 | No limit |
| Minimum directors | 2 | 3 (Section 149(1)) |
| Name ends with | “Private Limited” | “Limited” |
| Share transfer | Restricted by the articles | Freely transferable (Section 58(2)) |
| Small company relief | Available within the limits | Not available (Section 2(85)) |
| Board resolutions under Section 179(3) in MGT-14 | Exempt | Must be filed within 30 days |
| Shares in demat form | Rule 9B, for companies that are not small | Rule 9A, for all unlisted public companies (with a few exemptions) |
| Independent directors | Not required | At least two once thresholds are crossed (Rule 4) |
| Whole-time KMP | Whole-time company secretary at ₹10 crore paid-up capital (Rule 8A) | MD/CEO, company secretary and CFO at ₹10 crore paid-up capital (Rule 8) |
More rules, more room. If you only need a few founders and investors, a private limited company is lighter to run. If you need a wide shareholder base or plan to raise public money, start public and skip the conversion later.
Documents required
From each subscriber and director
- PAN card
- Proof of identity and proof of residential address
- Passport-size photograph
- Email ID and mobile number
- Digital signature certificate (DSC)
- DIN, if the director already has one
For the registered office
- Registered title document, or a notarised rent agreement with a rent receipt not older than one month
- Owner’s authorisation (NOC) to use the premises, with proof of ownership
- Utility bill not older than two months
For the company
- Two proposed names ending with “Limited”
- Main objects of the business
- Authorised and subscribed capital, and how the seven subscribers will hold shares
- DIR-2 consent from each director
- Declarations from the subscribers and first directors
How it works
Line up seven subscribers and three directors
We check every director’s DIN, DSC and eligibility. At least one director must stay in India for 182 days or more in the financial year under Section 149(3). New directors get a DIN through SPICe+ itself. In practice, collecting seven sets of KYC takes longer than the filing.
Reserve a name ending in “Limited”
We file SPICe+ Part A with your proposed names and the ₹1,000 fee. An approved name is held for 20 days under Section 4(5)(i), extendable for a fee under Rule 9A.
Draft the e-MoA and e-AoA
We write the objects and capital clauses and the articles, leaving out the private-company limits on share transfers and membership.
File SPICe+ Part B with AGILE-PRO-S
Subscribers and directors sign with their DSCs, and a practising professional certifies the form. The linked AGILE-PRO-S form can carry your GST registration application too.
Receive the certificate of incorporation
The Registrar issues the certificate with the company’s CIN, and PAN and TAN come through the same application.
Finish the first-year groundwork
The board appoints the first auditor within 30 days, and we set up demat of shares under Rule 9A. Then comes INC-20A. Here is the catch: seven subscribers means seven payments. If one subscriber’s share money never reaches the company’s bank account, the declaration cannot be made.
Timelines
Use the reserved name within 20 days
An approved name for a new company stays reserved for 20 days. If the Registrar flags defects in the application, Rule 9 allows re-submission within 15 days.
Appoint the auditor within 30 days
The board appoints the first auditor within 30 days of incorporation under Section 139(6). If SPICe+ gave only a correspondence address, the registered office is verified in INC-22 within 30 days.
File INC-20A within 180 days
A company with share capital cannot start business or borrow until INC-20A is filed under Section 10A, within 180 days of incorporation. After that, PAS-6 is due within 60 days of every half-year end.
What happens if you skip the follow-up filings
Miss INC-20A and pay ₹50,000
Section 10A(2) imposes a penalty of ₹50,000 on the company and ₹1,000 per day on each officer in default, up to ₹1 lakh. The Registrar can also start strike-off action under Section 248(1)(d).
Drop below seven members and carry the debts
Under Section 3A, if a public company carries on business for more than six months with fewer than seven members, every member aware of it is severally liable for the company’s debts contracted during that time.
Skip MGT-14 for board resolutions
Public companies must file board resolutions under Section 179(3) in MGT-14 within 30 days. Miss it and Section 117(2) imposes ₹10,000 plus ₹100 per day, up to ₹2 lakh for the company and ₹50,000 for each officer in default. Late MGT-14 filings also pay 2× to 12× the normal fee.
Frequently asked questions
How many people are needed to register a public limited company?
You need at least seven subscribers to the memorandum under Section 3(1)(a) and at least three directors under Section 149(1). The same person can be both a subscriber and a director, and one director must stay in India for at least 182 days in the financial year. Up to 15 directors are allowed without a special resolution. Line these people up first. The filings follow.
Is there a minimum capital requirement for a public limited company?
No, there is no minimum paid-up capital. The Companies (Amendment) Act, 2015 removed the requirement from Section 2(71) with effect from 29 May 2015. You choose the authorised capital that suits your plans. Registration fee and stamp duty rise with authorised capital, so we help you pick a figure that covers the next few years without overpaying today.
Do we need a prospectus or a stock-exchange listing to incorporate?
No. A prospectus is needed only when a public company offers its securities to the public under Section 23(1)(a). You can incorporate without one and raise money later through private placement, a rights issue or a bonus issue. Listing on a stock exchange is a separate decision, and an unlisted public company is perfectly legal.
How long is a reserved company name valid?
For a new company, the Registrar reserves an approved name for 20 days from approval under Section 4(5)(i). Under Rule 9A, you can extend this for an additional fee if you need more time to file SPICe+ Part B. The name of a public company must end with the word “Limited” under Section 4(1)(a). We draft Part B in advance, so 20 days is enough.
What is INC-20A and when is it due?
INC-20A is the declaration of commencement of business required by Section 10A. A director files it within 180 days of incorporation, confirming that every subscriber has paid for the shares they agreed to take. A practising CA, CS or Cost Accountant verifies it. The government fee ranges from ₹200 to ₹600 depending on authorised capital. Collect the share money early and this filing is straightforward.
Does a new public company need independent directors?
Not at the start, unless it crosses a threshold. Under Rule 4, a public company needs at least two independent directors once it has paid-up share capital of ₹10 crore or more, turnover of ₹100 crore or more, or loans, debentures and deposits above ₹50 crore. Unlisted joint ventures, wholly owned subsidiaries and dormant companies are exempt. A listed company needs one-third independent directors under Section 149(4). We track these limits as you grow.
When must a public company appoint a CFO and company secretary?
Only once it reaches ₹10 crore of paid-up share capital, or lists. Rule 8 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 then requires whole-time key managerial personnel. That means a managing director, CEO or manager (or a whole-time director), a company secretary and a chief financial officer. Below that level Rule 8 does not apply, so you can add these roles as the company grows.
Must a public company’s shares be in demat form?
Yes. Since 2 October 2018, Rule 9A requires every unlisted public company to issue securities only in demat form and to facilitate dematerialisation of its existing securities. Shareholders must dematerialise shares before transferring them. The company files PAS-6 within 60 days of each half-year, certified by a practising CS or CA. Nidhis, government companies and wholly owned subsidiaries are exempt. We set this up soon after incorporation.
What it costs
Our fee plus the government fee that applies to your case, quoted before you commit. Tell us the situation and we will price it exactly.
The government side of the bill:
| Item | Government fee |
|---|---|
| Name reservation (SPICe+ Part A or RUN) | ₹1,000 |
| Incorporation (SPICe+) | Registration fee based on authorised capital under the Companies (Registration Offices and Fees) Rules, 2014, plus stamp duty on the MoA and AoA as per your state |
| INC-20A declaration | ₹200 to ₹600, by authorised capital |
| Event-based forms filed late (MGT-14, INC-22 and others) | 2× to 12× the normal fee, depending on the delay |
Ready to begin?
Send us the names of your seven subscribers and three directors, and we will start with the name check on the MCA V3 portal.