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Public Limited Company Registration: Requirements, Process & Compliance │ N D Savla & Associates
Business Setup

Public Limited Company Registration: Requirements, Process, and Compliance
Built for Scale, Public Capital & the Path to Listing

A public limited company is a separate legal entity with limited liability whose shares are freely transferable and can be offered to the public. It is the most robust of the corporate structures, and also the most demanding: it needs at least seven shareholders and three directors, and it carries a heavier compliance load than a private company. For the right business, that trade-off buys access to capital and credibility that no other structure matches.

Part of our Business Setup practice: Private Limited Company One Person Company LLP IPO Advisory

What Is a Public Limited Company?

A public limited company is a company incorporated under the Companies Act, 2013 whose shares can be offered to the public and are freely transferable, and whose members enjoy limited liability. It is defined by contrast with a private company: where a private company restricts the transfer of its shares and caps its membership, a public company does neither. It can invite the public to subscribe to its shares and debentures, it can have an unlimited number of shareholders, and it can be listed on a stock exchange, though it does not have to be.

Like every company, a public limited company is a separate legal person with perpetual succession: it owns its own assets, bears its own liabilities, and continues regardless of changes in its shareholders or directors. The word Limited must appear at the end of its name. This combination — wide access to capital, limited liability, and a permanent corporate identity — is what makes the public company the structure of choice for large-scale business and serious fundraising.

N D Savla & Associates is a firm of Chartered Accountants and Company Secretaries in Mumbai that incorporates public limited companies and then manages the compliance that follows, from the first board meeting through the annual filings. The focus is practical: understanding what a public company requires, getting the incorporation right, and knowing what the structure commits you to afterwards.

Why Choose a Public Limited Company?

The structure earns its extra compliance through what it makes possible — with one clarification that resolves the most common misunderstanding:

Access to Public Capital

A public company can raise funds from the public and institutional investors and, in time, list on a stock exchange, opening a pool of capital no other structure reaches.

Limited Liability

A shareholder's liability is limited to the amount unpaid on their shares; personal assets are protected.

Freely Transferable Shares

Shares move freely, which makes bringing in and exiting investors far simpler than in a private company.

Separate Entity & Perpetual Succession

The company owns its assets and continues regardless of changes in its members or directors.

Credibility & Scale

Large customers, vendors, lenders, and government agencies deal readily with a public company, which suits large-scale operations.

Not Automatically Listed

Registering a public company does not list it. Listing is a separate, later step with its own SEBI and exchange compliance — many public companies never list.

Requirements to Register — and How It Compares With a Private Company

A public limited company has higher entry requirements than a private one, chiefly in the number of people involved. The essentials are set out below.

RequirementMinimum
Shareholders (members)7, with no maximum
Directors3, at least one resident in India
Paid-up capitalNo minimum prescribed
DIN and DSCFor every proposed director
Registered officeAn address in India for the company
NameMust end with the word Limited
No minimum capital, but plan the authorised capital: There is no longer a minimum paid-up capital requirement to register a public limited company; the earlier Rs 5 lakh floor was removed. You still set an authorised capital at incorporation, on which the registration fee and stamp duty are calculated, and the subscribed capital is brought in after the company is formed.

The choice between a public and a private company turns on how many shareholders you need, whether you want to raise from the public, and how much compliance you are willing to carry. The table below sets out the contrasts.

FeaturePublic limitedPrivate limited
Minimum shareholders72
Maximum shareholdersNo limit200
Minimum directors32
Transfer of sharesFreely transferableRestricted by the articles
Invite the public to subscribeAllowedNot allowed
Listing on a stock exchangePossibleNot possible
Compliance burdenHigherLower

A Public Company Is Not Automatically a Listed Company

This is the single most common misunderstanding, so it is worth stating plainly. Registering a public limited company makes it a public company; it does not make it a listed company. A public company can be, and many are, unlisted, with its shares not traded on any stock exchange. Listing is a separate and much later step, involving a public issue of shares and compliance with stock-exchange and SEBI requirements. A business becomes a public company first, operates as one, and only lists if and when it chooses to raise from the public markets through an IPO. So a public limited company is the right structure well before any question of listing arises.

Registration is not listing: Being registered as a public limited company and being listed on a stock exchange are two different things. Registration gives you the public-company structure; listing is a later, optional step with its own SEBI and exchange compliance. Many public companies operate for years, or permanently, without ever listing.

The Registration Process, Step by Step

A public limited company is incorporated online through the MCA's SPICe+ process, the same integrated form used for other companies. The sequence is:

1

Digital signatures. Digital signature certificates are obtained for the proposed directors and subscribers, since the forms are signed electronically.

2

Name reservation. The company name, ending in Limited, is reserved through SPICe+ Part A, after checking availability and trademark conflicts.

3

Incorporation application. SPICe+ Part B is completed with the company's details, capital, directors, and subscribers, and a DIN is allotted to any proposed director who does not already hold one.

4

MOA, AOA, and linked registrations. The electronic Memorandum and Articles of Association are prepared, along with the AGILE-PRO-S form for GST, EPFO, ESIC, professional tax, and the bank account.

5

Filing and incorporation. The application is filed with the Registrar, and on approval the Certificate of Incorporation is issued, with the company's PAN and TAN.

6

Post-incorporation setup. The company opens its bank account, brings in the subscribed capital, appoints its first auditor, and files the declaration of commencement of business.

Documents Needed

Incorporating a public limited company calls for documents for the directors and subscribers and for the registered office:

For directors & subscribersPAN, identity proof, and address proof, with photographs, and passport for any foreign national.
Proof of the registered officeThe rent agreement or ownership document, a recent utility bill, and a no-objection from the owner.
The MOA & AOASetting out the company's objects and its internal rules, which our team drafts.
Consents & declarationsThe directors' consent and the declarations the incorporation forms require.
Digital signaturesOf the proposed directors and subscribers, to sign the application.

Compliance After Registration

A public company carries the heaviest ongoing compliance of the common structures, and it begins at once. Within 30 days the first auditor is appointed; within 180 days the declaration of commencement of business is filed, before the company can operate or borrow. Thereafter the annual cycle applies in full: at least four board meetings a year, an annual general meeting, a statutory audit, and the filing of the financial statements in AOC-4 and the annual return in MGT-7, along with the auditor and director filings.

Larger public companies attract further obligations, such as the appointment of a company secretary and, in some cases, a secretarial audit and internal audit. We handle this whole cycle as part of our company compliance service, so the heavier load is managed rather than merely borne.

How We Help With Public Limited Company Registration

We incorporate the company and then keep it compliant, so the founders can focus on building the business. The six service blocks below cover the full engagement.

01

Structuring Advice

We confirm that a public limited company is the right choice for you, against a private company or an alternative — weighing the seven-member, three-director minimums and the heavier compliance against the access to capital the structure buys.
Companies Act, 2013
02

Name & Documents

We reserve the name — ending in Limited — through SPICe+ Part A, and prepare the MOA, AOA, and all the incorporation documents for the directors, subscribers, and registered office.
SPICe+ Part A
03

Incorporation

We file the SPICe+ application with the linked registrations — DINs, PAN, TAN, and, through AGILE-PRO-S, GST, EPFO, ESIC, professional tax, and the bank account — and follow it to the Certificate of Incorporation.
SPICe+ Part B / AGILE-PRO-S
04

Post-Incorporation Setup

We assist with the bank account, the first auditor within 30 days, and the commencement of business filing within 180 days — the steps that let the company actually operate.
05

Compliance Calendar

We set up the board meeting, AGM, audit, and filing calendar for the company's first year and beyond — at least four board meetings a year, the AGM, and the AOC-4 and MGT-7 filings.
06

Ongoing Support

We run the annual compliance and advise on fundraising, growth, and any move towards listing — supporting the path to an IPO where the business is heading for the public markets.

Common Mistakes to Avoid

A few avoidable errors cause most problems in setting up a public company:

Underestimating the minimumsA public company needs at least seven shareholders and three directors from the start, which the founders sometimes cannot readily assemble.
Confusing registration with listingRegistering a public company does not list it; listing is a separate, later step with its own compliance.
Missing INC-20AThe company cannot commence business or borrow until the declaration of commencement is filed within 180 days.
Not appointing the first auditor in timeThe first auditor must be appointed within 30 days of incorporation.
Under-resourcing the complianceA public company's heavier compliance needs to be planned for, not discovered after incorporation.

Why Businesses Choose Us for Public Company Registration

A public limited company is the most capable corporate structure and the most demanding, and it rewards being set up by people who will also run its compliance. That is what we offer: we advise on whether a public company is genuinely the right fit, incorporate it correctly through SPICe+ with the linked registrations, and get the post-incorporation steps — the bank account, the first auditor, and the commencement filing — done on time.

Then we carry the ongoing load: the board meetings, the AGM, the audit, and the annual filings, and, where the business is heading for the public markets, we support the path towards listing. For founders building at scale, this means a public company established properly and kept compliant, so the structure works for the business rather than against it.

Our Broader Business Setup & Compliance Practice

The public company sits alongside the other structures and the compliance that follows incorporation. Our related services cover:

Common Questions on Public Limited Companies

What is a public limited company?
A public limited company is a company incorporated under the Companies Act, 2013 whose shares are freely transferable and can be offered to the public, and whose members have limited liability. It can have an unlimited number of shareholders and can be listed on a stock exchange, and the word Limited must appear at the end of its name.
What are the minimum requirements to register a public limited company?
A public limited company needs at least seven shareholders and three directors, with at least one director resident in India. Every proposed director needs a DIN and a digital signature, the company needs a registered office in India, and its name must end with the word Limited. There is no minimum paid-up capital.
Is there a minimum capital requirement for a public limited company?
No. The earlier requirement of Rs 5 lakh minimum paid-up capital was removed, so a public limited company can be registered without a prescribed minimum. An authorised capital is still set at incorporation, on which the registration fee and stamp duty are based, and the subscribed capital is brought in afterwards.
What is the difference between a public and a private limited company?
A public company needs at least seven shareholders with no maximum and three directors, has freely transferable shares, can invite the public to subscribe, and can list on a stock exchange. A private company needs two shareholders up to a maximum of 200 and two directors, restricts the transfer of its shares, and cannot invite the public or list. A public company also carries heavier compliance. Our Private Limited Company page covers the alternative in detail.
Is a public limited company the same as a listed company?
No. Registering a public limited company makes it a public company, not a listed one. A public company can be unlisted, with its shares not traded on any exchange. Listing is a separate, later step involving a public issue and compliance with stock-exchange and SEBI requirements, and many public companies never list. Our IPO Advisory page covers the path to listing.
How many directors does a public limited company need?
A public limited company must have at least three directors, and at least one of them must be resident in India, meaning they stayed in India for the required number of days in the previous financial year. There is no upper limit on the number of directors, subject to the provisions of the Act.
What is the process to register a public limited company?
It is incorporated online through the MCA's SPICe+ process: digital signatures are obtained, the name is reserved, the incorporation application is filed with the MOA, AOA, and linked registrations, and on approval the Certificate of Incorporation is issued with PAN and TAN. The company then opens a bank account, appoints its first auditor, and files the commencement of business declaration.
What compliance does a public limited company have after registration?
It appoints its first auditor within 30 days and files the commencement of business declaration within 180 days. Thereafter it holds at least four board meetings a year and an annual general meeting, has a statutory audit, and files AOC-4 and MGT-7, along with auditor and director filings. Larger public companies may also need a company secretary and a secretarial audit. Our Company Compliance page covers the full cycle.

Register your public limited company with N D Savla & Associates

Whether you are building for scale, planning to raise capital widely, or heading eventually towards listing, we can structure and incorporate your public limited company and keep it compliant from day one.

Contact Our Team
N D Savla & Associates, Chartered Accountants
Head Office: Suit No. 102, L1, Ashok Premises, Nicholas Road, Andheri (East), Mumbai 400069 · Serving businesses across India
Phone: +91 98218 32683  |  +91 98190 00511  |  +91 91670 58000 · Email: nainitsavla@savlagroup.in · ndsavlaa.com