Public limited company registration in India needs at least seven shareholders and three directors, and it is filed on the same online SPICe+ form as a private company, with a name ending in "Limited". The Act no longer sets a minimum paid-up capital, and up to ₹15 lakh of authorised capital no MCA registration fee is charged, so a ₹15 lakh public company in Maharashtra pays ₹6,500 in government costs. Being a public company does not mean being listed on a stock exchange: listing is a separate, later step.
When do you need a public limited company?
You need one if the company will have more than 200 members, wants to offer shares to the public through a prospectus, or needs freely transferable shares. A company that is a subsidiary of a public company is treated as public anyway. Angel and venture funding can go into a private company through private placement.
- Raising money. A public company can issue securities to the public through a prospectus, by private placement, or through a rights or bonus issue (section 23(1)). A private company can use private placement, rights and bonus issues, but never a public offer.
- Transfers. A public company's shares are freely transferable (section 58(2)), while a private company's articles must restrict transfers.
- Size. A private company is capped at 200 members; a public company has no upper limit.
If none of these applies, private limited company registration costs less to run and can be converted later.
Minimum requirements for public limited company registration
The Companies Act sets the minimums: seven members, three directors (one of whom stays in India for 182 days or more in the financial year) and a name ending in "Limited". The ₹5 lakh minimum paid-up capital that once applied to public companies was deleted with effect from 29 May 2015.
| Point | Public limited company | Private limited company |
|---|---|---|
| Members | At least 7, no maximum | 2 to 200 |
| Directors | At least 3, up to 15 (more by special resolution) | At least 2, up to 15 |
| Name ends with | Limited | Private Limited |
| Share transfers | Free | Restricted by the articles |
| Small-company relief | Never available | Available within the limits |
| Board meetings | Four a year, no more than 120 days apart | Same, but two a year for a small company or recognised start-up |
The definition of a small company in section 2(85) excludes public companies, so a public company always files the full MGT-7 annual return and pays the full registration fee above ₹15 lakh.
Public limited company registration process
The steps match a private company's: digital signatures, name reservation in SPICe+ Part A with a name ending in "Limited", then SPICe+ Part B with the e-MoA, e-AoA and AGILE-PRO-S, certified by a practising CA, CS or cost accountant. The Central Registration Centre issues the certificate of incorporation with the CIN, PAN and TAN.
- Check the name with the company name checker and reserve it.
- Collect identity and residential proof for all seven or more subscribers and three or more directors, plus office proof and a recent utility bill.
- Get DSCs: subscribers sign the e-MoA and e-AoA digitally. MCA's SPICe+ guide says that with more than seven first subscribers, the MoA and AoA are attached as PDF documents instead of the linked e-forms.
- Declare any FEMA approval needed for foreign subscribers, and attach Ministry of Home Affairs security clearance for a director who is a national of a country sharing a land border with India.
- File, pay the fee and stamp duty online, and receive the certificate of incorporation.
Within 180 days a director files INC-20A, the declaration of commencement of business; the company cannot start business or borrow before it.
Public limited company registration fees and cost
Up to ₹15 lakh of authorised capital, a public company pays only ₹1,000 for the name and the state's stamp duty. Above ₹15 lakh it pays the full Table of Fees, because the lower table for small companies and OPCs never applies to a public company.
| Authorised capital (Maharashtra) | Government cost | Main items |
|---|---|---|
| ₹5 lakh | ₹3,500 | Name ₹1,000, stamp duty ₹2,500 |
| ₹15 lakh | ₹6,500 | Name ₹1,000, stamp duty ₹5,500 |
| ₹25 lakh | ₹91,000 | Registration fee ₹81,000, SPICe+ ₹500, name ₹1,000, stamp duty ₹8,500 |
| ₹1 crore | ₹2,38,500 | Registration fee ₹2,06,000, SPICe+ ₹500, name ₹1,000, stamp duty ₹31,000 |
Ofin's public company package starts at ₹28,999 and includes the government fee and stamp duty. For other states and amounts, use the incorporation fee and stamp duty calculator.
Rules that apply to every public company from day one
Two rules apply because the company is public: securities must be issued in demat form, and directors' total pay is capped at 11% of net profits unless members approve more. A public company also never gets small-company relief, so the full board meeting and annual return rules always apply.
- Demat. Since 2 October 2018, every unlisted public company must issue securities only in dematerialised form and help existing holders dematerialise (rule 9A of the Prospectus and Allotment of Securities Rules). From 22 January 2019 this does not apply to a Nidhi, a Government company or a wholly owned subsidiary.
- Board meetings. The first board meeting is due within 30 days of incorporation, then at least four a year with no more than 120 days between two meetings (section 173(1)), with no small-company relaxation.
- Managerial pay. Total remuneration to directors and the manager cannot exceed 11% of net profits without approval of the company in general meeting, subject to Schedule V (section 197).
- Annual filings. First AGM within nine months of the first year end, then AOC-4 and the full MGT-7. The ROC compliance calendar builds the dates.
Thresholds that add directors and committees
As a public company grows, its paid-up capital, turnover or borrowings trigger further appointments. The first steps come at ₹10 crore of paid-up capital, ₹100 crore of turnover or more than ₹50 crore of loans, debentures and deposits.
| Threshold for a public company | What it requires |
|---|---|
| Paid-up capital of ₹10 crore or more, turnover of ₹100 crore or more, or loans, debentures and deposits above ₹50 crore | At least two independent directors, an audit committee and a nomination and remuneration committee |
| Paid-up capital of ₹10 crore or more | Whole-time key managerial personnel: a managing director, CEO or manager (or whole-time director), a company secretary and a CFO |
| Paid-up capital of ₹100 crore or more, or turnover of ₹300 crore or more | At least one woman director |
Since 5 July 2017, an unlisted public company that is a joint venture, a wholly owned subsidiary or a dormant company is exempt from the independent director rule, and so from the committees that follow it, under the Companies (Appointment and Qualification of Directors) Rules.
Converting a private company into a public company
An existing private company becomes public by passing a special resolution that alters its articles to remove the private company restrictions, then filing Form INC-27. It must also have at least seven members and three directors, and its name changes from "Private Limited" to "Limited".
The company stops being a private company from the date its articles are altered (section 14). The reverse journey is harder: converting a public company back into a private one needs approval from the Regional Director before INC-27 is filed. Ofin can add the extra directors through its add directors service.
How Ofin handles public limited company registration
Ofin's CAs, CSs and legal professionals handle the filing 100% online: name approval, DSCs, DINs, MoA and AoA drafting, PAN and TAN, PF and ESI registration and bank account opening assistance, with the government fee and stamp duty included. Packages start at ₹28,999, and higher ones add GST and first-year compliance. Ofin replies within 24 hours: get a fixed-price proposal.
