Public Limited Company

Before Anything Else: Three Questions That Decide Your Structure

1. Are you actually going to raise money from the public?

A public issue, a listing on the main board, an SME platform listing, or the issue of debentures or deposits to persons other than your members — these are the things a public company can do and a private company cannot.

If none of those is a realistic prospect, you are taking on the compliance burden without the benefit that justifies it. A private company can raise from angels, venture funds, family offices and institutional investors through private placement under Section 42 with no need for public-company status at all.

2. Do you have three directors and seven shareholders?

Section 149 requires a minimum of three directors for a public company; Section 3 requires a minimum of seven members. There is no workaround. If you are two founders, this is a blocking issue on day one, and nominal shareholders introduced purely to reach seven create their own governance problems later.

3. Can you carry a Company Secretary?

Every listed company, and every other company with paid-up share capital of ₹10 crore or more, must appoint a whole-time Company Secretary under Section 203 and the rules made under it. Below that threshold, a public company still requires a Secretarial Audit under Section 204 once it crosses the prescribed limits, and every company with paid-up capital of ₹10 crore or more requires a secretarial compliance certificate from a practising CS.

Governance obligations scale with size, and they scale faster for public companies than for private ones. The question is not whether you can afford it today — it is whether the structure fits where you will be in year three.

We run all three checks in the first conversation, before you pay us anything.

Public vs Private: The Comparison That Actually Matters

	Public Limited	Private Limited
Minimum directors	3	2
Maximum directors	15 (more by special resolution)	15 (more by special resolution)
Minimum shareholders	7	2
Maximum shareholders	Unlimited	200
Share transfer	Freely transferable	Restricted by Articles
Can invite public subscription	Yes	No
Can accept public deposits	Yes, subject to Chapter V	No
Can list on a stock exchange	Yes	No — must convert first
Prospectus / offer document	Required for public issue	Not applicable
Independent directors	Required once thresholds are met	Generally not required
Woman director	Required above prescribed thresholds	Required above prescribed thresholds
Audit committee	Required above prescribed thresholds	Generally not required
Nomination & Remuneration Committee	Required above prescribed thresholds	Generally not required
Company Secretary	Whole-time CS at ₹10 cr+ paid-up capital	Whole-time CS at ₹10 cr+ paid-up capital
Secretarial audit	Required above prescribed thresholds	Above higher thresholds
Managerial remuneration	Capped under Section 197	No cap
Related party transactions	Stricter approval regime	More flexible
Rotation of auditors	Applies	Applies above thresholds
Corporate tax	22% (~25.17% effective)	22% (~25.17% effective)
Setup time	12–20 working days	7–15 working days

Choose a Public Limited Company if a public issue or listing is a defined objective within a realistic horizon, if you need to raise from more than 200 shareholders, if you intend to accept deposits or issue debentures publicly, or if a regulator or counterparty in your sector requires public-company status.

Choose a Private Limited Company instead in almost every other case. Private companies convert to public later, and conversion is a well-trodden process. Building public-company overhead into a business that does not yet need it is the more expensive mistake.

Choose an LLP instead if you are a professional services firm with no equity funding plans at all.

Choose a Wholly-Owned Subsidiary structure if you are a foreign parent entering India — that structure is almost always a private company, and the FEMA layer is what actually governs your timeline.

What You Need Before You Can Incorporate

Three directors minimum, fifteen maximum. At least one must be a resident director — someone who has stayed in India for 182 days or more in the preceding financial year (Section 149(3), Companies Act 2013). Citizenship is irrelevant; residence is what is tested. Where the parent has nobody eligible, see our resident director services.

Seven shareholders minimum, no maximum. Directors and shareholders can overlap. Bodies corporate can hold shares. If you are assembling seven holders from a founding team of three, decide now how the residual four are documented — a shareholders’ agreement drafted at incorporation costs a fraction of unwinding a nominee arrangement during due diligence.

A registered office address in India from the date of incorporation, supported by ownership or lease documentation, a No Objection Certificate from the owner, and a utility bill not older than two months. We offer a registered office address in Connaught Place if your premises are not ready.

Class 3 Digital Signature Certificates for every proposed director and subscriber, issued by an Indian licensed Certifying Authority. Certificates from foreign certifying authorities are not accepted on the MCA portal.

A name ending in “Limited” — not “Private Limited”. The name must not resemble an existing company or LLP, must not conflict with a registered trademark in the same class, and must not use restricted words without approval. We screen against the MCA database and the trademark registry before filing.

No minimum capital is prescribed by statute since the 2015 amendment. But authorised capital should be set against a three-year plan, and for a public company that plan usually includes a raise. Increasing it later requires a shareholders’ resolution, Form SH-7, additional stamp duty and filing fees.

Documents Required

From each director and shareholder (Indian nationals)

PAN card — mandatory, no substitute accepted
Aadhaar card
One of: Passport, Voter ID, or Driving Licence
Bank statement or utility bill in the person’s own name, not older than two months
Passport-size photograph, white background
Mobile number and email address linked to Aadhaar for OTP verification
Form DIR-2, consent to act as director
Declaration of interest in other entities (Form MBP-1 at the first board meeting)

From body corporate shareholders

Certificate of Incorporation
Board resolution authorising the subscription and nominating the authorised signatory
PAN of the subscribing entity
Latest audited financial statements

From foreign nationals or NRIs — all apostilled or consularised

Passport, notarised and apostilled — all pages
Address proof from the home country, not older than two months
Photograph, DSC, DIR-2

If the director’s country is a signatory to the Hague Apostille Convention, documents need notarisation followed by an apostille from the designated competent authority — budget two to four weeks. If it is not a signatory, documents must be attested by the Indian Embassy or Consulate instead, which takes longer. Documents notarised but not apostilled are rejected at the ROC and the cycle repeats. Where foreign shareholding is involved, the FEMA reporting layer applies as well — see our Wholly-Owned Subsidiary page for the FC-GPR position.

For the registered office

Lease deed or ownership proof
No Objection Certificate from the property owner
Electricity bill or utility bill not older than two months

Forms filed with the MCA

Form	Purpose
SPICe+ Part A	Name reservation
SPICe+ Part B (INC-32)	Incorporation application
e-MoA (INC-33)	Memorandum of Association
e-AoA (INC-34)	Articles of Association
AGILE-PRO-S	GST, EPFO, ESIC, professional tax, bank account
INC-9	Declaration by first directors and subscribers

A note on outdated guidance you may have read elsewhere: INC-7 was withdrawn and no longer exists. The standalone RUN service now applies mainly to name changes for existing companies — new incorporations reserve names through SPICe+ Part A. If a checklist you have been given mentions either, it predates the current process.

The Process, Step by Step

Step 1 — Structure assessment (2–3 days) Confirmation that a public company is genuinely the right vehicle rather than a private company you convert later. Shareholding across seven or more holders, board composition, authorised versus paid-up capital, and drafting of your objects. You receive a written note suitable for your promoters.

Step 2 — Digital Signature Certificates (1–3 working days) Class 3 DSCs for all proposed directors and subscribers through an Indian Certifying Authority, with video KYC. Seven subscribers means seven DSCs — plan for the coordination.

Step 3 — Name reservation (1–3 working days) Two proposed names through SPICe+ Part A, screened in advance against the MCA database, existing LLPs and the trademark registry. The name must end in “Limited”. Approved names are reserved for 20 days.

Step 4 — MoA and AoA drafting Table F of Schedule I applies by default to a public company limited by shares, but the default Articles rarely suit a company that intends to raise. Share classes, transfer mechanics, board constitution, borrowing powers and the objects clause all need drafting against your actual plan.

Step 5 — Incorporation filing (5–10 working days for ROC approval) SPICe+ Part B with e-MoA, e-AoA, AGILE-PRO-S and INC-9 filed as a single integrated application covering PAN, TAN, GST, EPFO and ESIC. Public company filings attract closer scrutiny than private ones and the review cycle is generally longer.

Step 6 — Certificate of Incorporation CIN, PAN and TAN issued together. Your company legally exists.

Step 7 — Bank account (3–7 working days) Current account opening. Enhanced KYC applies where there is foreign shareholding, and some banks are materially faster than others.

Step 8 — Capital infusion All seven or more subscribers deposit the subscription money stated in the MoA. Every subscriber must actually pay — INC-20A depends on the full subscription being received, and a single unpaid subscriber blocks the filing.

Step 9 — INC-20A, commencement of business (within 180 days — hard deadline) Declaration that subscription money has been received, supported by the bank statement. Without it, the company cannot legally commence business or borrow. The penalty is ₹50,000 on the company plus ₹1,000 per day on every officer in default.

Realistic total: 12–20 working days where all directors are Indian residents with PAN and Aadhaar in order and all seven subscribers are responsive. 4–8 weeks where foreign directors or corporate subscribers are involved and documents require apostille.

What Happens After Incorporation — The Part Nobody Warns You About

Most providers hand you a Certificate of Incorporation and disappear. For a public company that certificate is the beginning of the heaviest ongoing compliance regime the Act imposes short of listing.

First 180 days

Obligation	Deadline
First board meeting	Within 30 days of incorporation
Appoint first statutory auditor (Form ADT-1)	Within 30 days of incorporation
Disclosure of interest by directors (MBP-1)	At the first board meeting
Issue share certificates	Within 60 days of incorporation
Stamp duty on share certificates	Within 30 days of issue
File INC-20A, commencement of business	Within 180 days

Every year, permanently

Annual ROC filings — AOC-4 (financial statements) and MGT-7 (annual return). Public companies file MGT-7, not the abridged MGT-7A available to small and one-person companies
Statutory audit by a practising Chartered Accountant — mandatory from year one, irrespective of turnover
Auditor rotation — individual auditor five years, audit firm ten years, under Section 139(2) where thresholds are met
Income tax return (ITR-6), plus advance tax quarterly
Minimum four board meetings per financial year, maximum gap of 120 days between any two
Annual General Meeting within six months of financial year end, first AGM within nine months of the first financial year end
Secretarial Standards SS-1 and SS-2 compliance on every board and general meeting — notice periods, quorum, minutes, and the maintenance of the minute book
Board’s Report with the extract of annual return, directors’ responsibility statement, and disclosures under Section 134
CSR under Section 135 once net worth, turnover or net profit thresholds are crossed
DIR-3 KYC annually for every director holding a DIN
DPT-3 annually, reporting outstanding receipts that are not deposits
Statutory registers — members, directors, charges, share transfers, contracts, loans and investments
GST returns monthly or quarterly, and TDS returns quarterly, where applicable

The governance layer that scales in

These do not apply from day one, but they apply sooner than founders expect, and they are the reason public-company overhead compounds:

Independent directors — at least one-third of the board for prescribed classes of public company
Woman director — for prescribed classes
Audit Committee and Nomination and Remuneration Committee — for prescribed classes
Whole-time Company Secretary — at ₹10 crore or more paid-up share capital
Secretarial Audit (Form MR-3) — for prescribed classes
Internal audit — for prescribed classes
Section 197 cap on managerial remuneration — applies to public companies and not to private ones

This is what we do. Incorporation is a three-week project. Governance is the relationship. We handle bookkeeping, payroll, GST, TDS, annual ROC filings, secretarial standards compliance, minute books and virtual CFO support — see our annual compliance services.

Converting a Private Limited Company to Public

The most common route to a public company is not incorporation — it is conversion. If you are already a private company, this is what it involves:

Board meeting to approve the conversion and call an EGM
Special resolution at the EGM altering the MoA and AoA to remove the private-company restrictions and adopt public-company Articles
Form MGT-14 filed within 30 days of the special resolution
Form INC-27 for conversion, with the altered MoA and AoA, the resolution, and the list of members
Increase the number of directors to three and members to seven, if not already met
Fresh Certificate of Incorporation on approval, with the name changed to remove “Private”
Post-conversion updates — PAN, TAN, GST, bank accounts, licences, letterheads, signage, statutory registers and every contract that names the company

Conversion typically takes four to eight weeks. It is not difficult, and the fact that it is available is precisely why incorporating as a public company prematurely is rarely the right call.

Six Mistakes We See Repeatedly

Incorporating public for optics. “Limited” reads bigger than “Private Limited” on a letterhead. It costs a company secretary, an extra director, a heavier meeting calendar and a capped remuneration structure. Convert when the raise is real.
Assembling seven shareholders without documentation. Four nominal holders added to reach the statutory minimum, with no shareholders’ agreement and no record of the arrangement. It surfaces during due diligence, at the worst moment.
Treating Secretarial Standards as optional. SS-1 and SS-2 are mandatory. Defective notice, short quorum or unsigned minutes are the findings that a secretarial audit picks up and that acquirers price into a discount.
Missing INC-20A because one subscriber did not pay. Six subscribers remit, the seventh travels, and the 180 days pass. ₹50,000 plus ₹1,000 per day per officer in default.
Adopting Table F Articles unamended. The default Articles do not contemplate share classes, drag-along, tag-along or board rights, and amending them later requires a special resolution at exactly the point where you have least leverage.
Ignoring the Section 197 remuneration cap. Promoter-directors who paid themselves freely in a private company find the ceiling applies once they convert, and the approval route to exceed it is a shareholders’ resolution.

Why Delhi Legal Company

Corporate law, secretarial practice and tax under one roof. The most common failure for a public company is the gap between whoever filed the incorporation, a CA doing the tax return, and nobody owning the meeting calendar and the minute book. We do.

We stay after incorporation. Board and general meeting support, secretarial standards compliance, statutory registers, annual ROC filings, bookkeeping, payroll and monthly MIS.

We tell you when a private company is the right answer. A substantial share of enquiries that reach us asking to incorporate a public company should incorporate a private company and convert later. That advice costs us fee income and we give it anyway.

Registered office address available in-house, in Connaught Place, if your premises are not ready.

Delhi-based, working nationally. Connaught Place, central New Delhi, serving promoters across India and foreign parents across time zones.

Related Services

Private Limited Company Registration — the right structure for most founders
Wholly-Owned Subsidiary for Foreign Companies — India entry for foreign parents, with the FEMA layer
One Person Company Registration — for single founders
LLP Registration — limited liability without the audit burden
Annual ROC Compliance Services — AOC-4, MGT-7, board meetings, minute books
Resident Director Services — where no promoter meets the 182-day test
Registered Office Address in Delhi — Connaught Place address with NOC and utility documentation
Company Conversion Services — private to public, LLP to company, and back

Start With a Conversation, Not a Quote

Tell us what you intend to build, who is involved, and what your funding horizon looks like. In thirty minutes we will tell you whether a public company is the right structure now or whether you should incorporate private and convert, what it will realistically cost you to run each year, and what your timeline looks like.

No charge, and no obligation to proceed.

[Book a Free Consultation] [WhatsApp Us] [Call +91 95993 32456]

4th Floor, E Block, Innov8 Workspaces, Harsha Bhawan, 13/29, Connaught Place, New Delhi – 110001 info@delhilegalcompany.com

Frequently Asked Questions

1. How long does it take to register a Public Limited Company in India?

12 to 20 working days where all three directors are Indian residents with PAN and Aadhaar in order and all seven subscribers are responsive. Where foreign nationals or corporate subscribers are involved, 4 to 8 weeks — the apostille process is the variable, and in some jurisdictions it alone takes three to four weeks. Coordinating seven subscribers’ DSCs and signatures is the other common source of delay.

2. Does “public limited” mean my company is listed on the stock exchange?

No. A Public Limited Company can be unlisted and held by seven shareholders who all know each other. Listing is a separate process requiring a public issue, SEBI compliance and stock exchange approval. Public-company status is a prerequisite for listing, not the same thing as it.

3. What is the minimum capital required?

None is prescribed by statute since the 2015 amendment removed the ₹5 lakh minimum. Set authorised capital against a realistic three-year plan, since increasing it later requires a shareholders’ resolution, Form SH-7, additional stamp duty and filing fees.

4. Do I really need seven shareholders?

Yes. Section 3 of the Companies Act, 2013 requires a minimum of seven members for a public company, and Section 149 requires three directors. If the membership falls below seven and the company continues to carry on business for more than six months, the members who know of it can become severally liable for the debts contracted during that period under Section 3A.

5. Can a Private Limited Company be converted into a Public Limited Company?

Yes, and it is the more common route. It requires a special resolution altering the MoA and AoA, Form MGT-14 within 30 days, Form INC-27, and satisfying the three-director and seven-member minimums. Typically four to eight weeks. Because conversion is straightforward, incorporating public before you need to rarely makes sense.

6. Do I need a Company Secretary?

A whole-time Company Secretary is mandatory under Section 203 for every listed company and every other company with paid-up share capital of ₹10 crore or more. Below that, you still need CS support for secretarial standards compliance, meeting notices, minute books and annual filings — most unlisted public companies engage a practising CS rather than hiring in-house.

7. What is the corporate tax rate for a Public Limited Company?

The same as for a private company. A domestic company can opt for the concessional rate under Section 115BAA — 22%, approximately 25.17% effective after surcharge and cess. New manufacturing companies incorporated after 1 October 2019 may opt for 15% under Section 115BAB. The concessional regimes require forgoing certain deductions and the election is generally irreversible, so it should be made deliberately.

8. What does annual compliance cost for a public company?

Materially more than for a private company. Budget from ₹60,000 per year upward for a small unlisted public company covering audit, ROC filings, secretarial support and tax, rising sharply once independent directors, committees, secretarial audit or internal audit thresholds are crossed. This should inform your choice of structure, not surprise you in year two.

9. Can a foreign national be a director of an Indian public company?

Yes. There is no restriction on foreign nationals or NRIs serving as directors, and foreign entities can hold shares. At least one director must be an Indian resident — 182 days or more in the preceding financial year — but that person need not be an Indian citizen. Where foreign investment is involved, FEMA reporting applies; see our Wholly-Owned Subsidiary page.

10. Are shares in a public company freely transferable?

Yes. Free transferability is the defining characteristic that distinguishes a public company from a private one, whose Articles must restrict transfer. This is why a public company can list, and also why founders lose the control mechanisms that private-company Articles allow.

11. What is INC-20A and why does it matter?

INC-20A is the declaration that subscribers have paid in the subscription money stated in the MoA, filed within 180 days of incorporation with the bank statement as proof. Until it is filed, the company cannot legally commence business or borrow. For a public company every one of the seven or more subscribers must have paid. The penalty is ₹50,000 on the company plus ₹1,000 per day on every officer in default.

12. Do I have to file anything if my public company has no business?

Yes, all of it. AOC-4, MGT-7, the income tax return, DIR-3 KYC, the statutory audit and the full meeting calendar apply to a company with zero revenue exactly as they apply to one with crores. Late filing penalties run at ₹100 per day per form with no cap. If you do not intend to trade for a while, dormant status under Section 455 or striking off under Section 248 are far cheaper than silence.

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