Public Limited Company Registration in India

A company registered under the Companies Act, 2013 that is not a private company (Section 2(71)). Its articles do not cap members at 200 or restrict share transfers, its shares are freely transferable under Section 58(2), and its name ends with “Limited”. Members are liable only for any amount unpaid on their shares.

No. Listing follows a public offer: under Section 40(1), a company making a public offer must first apply to a recognised stock exchange for permission to deal in its securities. Most public companies stay unlisted and raise money by private placement or a rights issue, which Section 23(1) also allows.

Yes. Under the proviso to Section 2(71), a subsidiary of a public company is deemed to be a public company even if its own articles are those of a private company. Such a subsidiary follows the public-company provisions of the Act.

With the word “Limited” (Section 4(1)(a)); a section 8 company is the only exception. “Limited Company” and “Public Limited” are not the statutory ending. The name must also not be identical with, or too close to, an existing company name (Section 4(2)).

Authorised capital is the ceiling up to which the company may issue shares, stated in the capital clause of the memorandum (Section 4(1)(e)). Paid-up capital is what shareholders have actually paid for the shares allotted to them. Authorised capital decides the MCA fee and the stamp duty, and for a public company the fee rises sharply above ₹15 lakh.

At least seven shareholders (Section 3(1)(a)) with no upper limit, and at least three directors (Section 149(1)). The board can have up to fifteen directors, and more after a special resolution. The same persons may be shareholders and directors.

Yes. At least one director must satisfy Section 149(3), staying in India for 182 days or more during the financial year. Foreign investment runs under the FEMA (Non-debt Instruments) Rules, 2019: Rule 6(a), as substituted with effect from 2 May 2026, requires government approval where the investor, or its beneficial owner, belongs to a country sharing a land border with India. A foreign promoter’s passport and address proof are attested under Rule 13(5) of the Incorporation Rules.

A listed company needs at least one-third independent directors (Section 149(4)). An unlisted public company needs at least two once its paid-up capital reaches ₹10 crore, its turnover ₹100 crore or its loans, debentures and deposits exceed ₹50 crore (Rule 4); joint ventures, wholly owned subsidiaries and dormant companies are exempt. A woman director is needed from ₹100 crore paid-up capital or ₹300 crore turnover (Rule 3). A newly formed company below these limits needs neither.

Yes. Unless the articles retire all directors at every AGM, at least two-thirds of the directors, independent directors excluded, retire by rotation, and one-third of them retire at every AGM (Section 152(6)). Each director is appointed by a separate resolution unless the meeting agrees otherwise without a vote against (Section 162(1)).

Yes. Total managerial remuneration may not exceed 11% of net profits computed under Section 198, and one managing or whole-time director may not get more than 5%, unless members approve more by special resolution (Section 197(1)). Section 197 does not apply to private companies.

A public company with paid-up capital of ₹10 crore or more must have whole-time key managerial personnel: a managing director, CEO or manager, a company secretary and a chief financial officer (Section 203 read with Rule 8). A secretarial audit by a practising company secretary follows from ₹50 crore paid-up capital or ₹250 crore turnover (Section 204 read with Rule 9).

Usually 10⁠–⁠15 working days from the day all documents are complete. The slow part is the digital signatures for seven subscribers and three directors; after that, SPICe+ Part B must go in within the 20 days for which the approved name is reserved, and a CRC resubmission request adds time.

PAN, Aadhaar, a passport-size photograph, an identity proof and an address proof not older than two months. A foreign national gives a passport and overseas address proof attested under Rule 13(5). For the registered office: a recent utility bill and the owner’s no-objection certificate.

Yes. Every subscriber signs the e-MOA and e-AOA online, so each one needs a Class 3 DSC, issued after video e-KYC by a licensed Certifying Authority. A subscriber who is not a director still needs one; only a DIN is limited to directors.

Yes. Under Section 14(1), the company alters its articles by special resolution to remove the private-company restrictions and files the alteration with the Registrar in Form INC-27 within 15 days (Section 14(2); Rule 33(1)); no government approval is needed. It must also have seven members, three directors and a name ending in “Limited”. Going the other way, public to private, needs an order of the Regional Director on an application in Form RD-1 (Rule 41).

Yes. An unlisted public company issues its securities only in dematerialised form and facilitates dematerialisation of existing ones (Rule 9A of the Companies (Prospectus and Allotment of Securities) Rules, 2014). It obtains an ISIN through NSDL or CDSL with a registrar and share transfer agent, and files a reconciliation in Form PAS-6 within 60 days of each half-year. Nidhis, Government companies and wholly owned subsidiaries are exempt (Rule 9A(11)).

Up to ₹15 lakh authorised capital, SPICe+ carries no MCA registration fee; name reservation costs ₹1,000. Above ₹15 lakh, a public company pays the slab for companies other than small companies, starting at ₹36,000. Stamp duty depends on the State, DSCs are charged by the Certifying Authority, and our professional fee comes in a written estimate.

As a domestic company, at the same rates as a private company: 22% under Section 200 of the Income-tax Act, 2025 if it forgoes specified deductions, otherwise 25% where turnover in tax year 2024-25 was up to ₹400 crore and 30% above that. Surcharge and 4% cess apply on top. Dividends are taxed in the shareholders’ hands.

Hold the first board meeting within 30 days (Section 173(1)) and appoint the first auditor within 30 days (Section 139(6)). Get an ISIN and credit the subscribers’ shares in demat form (Rule 9A). File INC-20A within 180 days once every subscriber has paid for the shares (Section 10A).

Four board meetings a year, not more than 120 days apart (Section 173(1)); an AGM within six months of the year end (Section 96(1)); AOC-4 within 30 days and MGT-7 within 60 days of the AGM; PAS-6 every half-year; DIR-3-KYC-Web every third year by 30 June; and the income-tax return by 31 October. A public company is never a small company (Section 2(85)), so the shorter MGT-7A is not available.

Yes. It can make a private placement to identified persons (Section 42): up to 200 persons in a financial year for each kind of security under Rule 14 of the Prospectus and Allotment Rules, not counting qualified institutional buyers and employees under ESOPs, with allotment reported in Form PAS-3 within 15 days. It can also make a rights or bonus issue (Section 23(1)(c)).

Its first AGM must be held within nine months from the close of its first financial year; if it does so, no AGM is needed in the year of incorporation (Section 96(1)). Later AGMs fall within six months of each year end, not more than 15 months apart.