Public Limited Company Registration in India

Q: What is the difference between a public limited company and a private limited company?

Public limited: shares freely transferable, can offer to public, no shareholder cap, listed on exchanges, heavy SEBI/LODR compliance. Private limited: share transfer restricted, max 200 shareholders, no public offer, lighter compliance.

Q: What is the minimum paid-up capital for a public limited company?

No statutory minimum under the Companies Act, 2013. Stock exchange listing requires minimum ₹10 crore paid-up capital for BSE/NSE main board, ₹1 crore for SME platforms.

Q: Can a private limited company be converted to a public limited company?

Yes, by special resolution to alter AOA, ensuring 3 directors and 7 shareholders, and filing Form INC-27 with ROC. New Certificate of Incorporation issued on conversion.

Q: What SEBI regulations apply to listed public companies?

SEBI LODR Regulations 2015: quarterly financial results, material event disclosures, independent director requirements, audit committee, related-party transaction approvals, secretarial audit, and annual corporate governance report.

Q: Is a Secretarial Audit mandatory for a public limited company?

Mandatory for: all listed companies; unlisted public companies with paid-up capital ₹50 crore+ or turnover ₹250 crore+; listed company subsidiaries with paid-up capital ₹10 crore+. Filed in Form MR-3 and annexed to the Board's Report.

For Businesses Seeking to Raise Capital from the General Public, List on Stock Exchanges, or Operate at Scale

A Public Limited Company is a company whose shares can be offered to the general public and traded on stock exchanges. It requires a minimum of 3 directors and 7 shareholders and is subject to significantly higher compliance, disclosure, and governance requirements than a private limited company. It is the preferred structure for businesses seeking IPO listing, large-scale public fundraising, or operating in regulated sectors requiring public company status.

Our public limited company registration service covers the complete incorporation process. For most startups and SMEs, a private limited company is more appropriate — public limited status is recommended only where the business purpose specifically requires it.

Our Services

Minimum Requirements Verification

Confirming that the proposed public limited company meets minimum requirements — 3 directors, 7 shareholders, and at least one independent director for listed companies.

Name Reservation & MOA/AOA Drafting

Filing RUN for name reservation and drafting MOA and AOA for the public limited company — including provisions for share transferability and public offering.

SPICe+ Incorporation Filing

Filing SPICe+ for incorporation of the public limited company with the MCA — obtaining the Certificate of Incorporation and CIN.

Prospectus & SEBI Filing Advisory

Advising on the prospectus requirements and SEBI ICDR regulations for public offer of shares — coordinating with merchant bankers, legal advisors, and SEBI-registered intermediaries.

Corporate Governance Setup

Setting up the board committee structure — Audit Committee, Nomination and Remuneration Committee, and Stakeholders' Relationship Committee — required for listed public companies.

Secretarial Compliance

Managing the enhanced secretarial compliance for public companies — SEBI LODR reporting, quarterly results, board meeting disclosures, and Secretarial Audit in Form MR-3.

Key Features of a Public Limited Company

Minimum 3 directors and 7 shareholders required — no maximum limit
Shares can be freely transferred — no restriction on share transfer unlike private limited companies
Can raise capital from the general public through IPO, rights issue, or public offer
Listed companies subject to SEBI LODR Regulations — continuous disclosure and governance obligations
Must have at least one-third independent directors on the board if listed
Secretarial audit in Form MR-3 mandatory for listed companies and large unlisted public companies
Subject to XBRL financial reporting requirements with MCA

Frequently Asked Questions

What is the difference between a public limited company and a private limited company?

A public limited company can offer its shares to the general public and list on a stock exchange — it has no restriction on the number of shareholders or share transferability. A private limited company cannot offer shares to the public, restricts share transfer, and is limited to 200 shareholders. Public limited companies face significantly higher compliance — SEBI regulations, LODR disclosures, mandatory independent directors, and secretarial audit — while private limited companies have a lighter compliance burden.

What is the minimum paid-up capital for a public limited company?

There is no statutory minimum paid-up capital for a public limited company under the Companies Act, 2013. However, stock exchanges impose minimum net worth and paid-up capital requirements for listing — BSE and NSE require minimum paid-up capital of ₹10 crore for the main board. Companies planning to list on the SME platform require a minimum paid-up capital of ₹1 crore. These are listing requirements, not incorporation requirements.

Can a private limited company be converted to a public limited company?

Yes. A private limited company can be converted to a public limited company by passing a special resolution to alter the Articles of Association, ensuring the minimum number of directors (3) and shareholders (7) are in place, and filing Form INC-27 with the ROC. The conversion takes effect from the date of issue of the new Certificate of Incorporation. Post-conversion, the company must comply with all public company obligations under the Companies Act.

What SEBI regulations apply to listed public companies?

Listed public companies are subject to SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 — requiring quarterly financial results, disclosures of material events, related-party transaction approvals, board composition requirements (independent directors, audit committee, nomination and remuneration committee), secretarial audit, and annual corporate governance report. The compliance burden is substantially higher than for unlisted companies.

Is a Secretarial Audit mandatory for a public limited company?

Secretarial Audit in Form MR-3 by a Company Secretary in Practice (PCS) is mandatory for: all listed companies; unlisted public companies with paid-up capital of ₹50 crore or more or turnover of ₹250 crore or more; and listed company subsidiaries with paid-up capital of ₹10 crore or more. The Secretarial Audit Report must be annexed to the Board's Report and covers compliance with the Companies Act, SEBI regulations, FEMA, and other applicable laws.

Public Limited Company Registration — From Incorporation to Listing Readiness

Complete registration, governance setup, SEBI advisory, and secretarial compliance.

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F.A.Q.

What is GSTR-9 and why is it required?

GSTR-9 is an annual GST return that summarizes all transactions reported during the financial year. It is required to ensure proper reconciliation and compliance with GST laws.

Who is required to file GSTR-9?

All regular GST-registered taxpayers are required to file GSTR-9, except composition dealers, casual taxable persons, and non-resident taxpayers.

What is the due date for filing GSTR-9?

The due date is generally 31st December following the end of the relevant financial year, unless extended by the government.

What details are included in GSTR-9?

It includes details of outward supplies, inward supplies, input tax credit claimed, taxes paid, and adjustments made during the year.

Is GSTR-9 mandatory for all taxpayers?

GSTR-9 is mandatory for most regular taxpayers, but certain small taxpayers may get exemptions based on turnover thresholds notified by the government.

What happens if GSTR-9 is not filed on time?

Late filing may result in penalties and late fees, along with potential compliance issues or notices from GST authorities.