Business Setup & Registrations

Public Limited Company Registration

Overview

A public limited company is any company that is not a private company. Under the Companies Act, 2013, it needs at least seven members and three directors, has no cap on its number of members, and can offer securities to the public subject to SEBI regulations if it lists. It is incorporated through SPICe+, in the same way as a private company, but it carries heavier governance and disclosure obligations.

What Is a Public Limited Company?

A public company can freely transfer its shares, can raise capital from the public through a prospectus, and can list on a stock exchange. Its name ends with “Limited”. A private company that is a subsidiary of a public company is also treated as a public company under Section 2(71).

Who Needs This Service?

This structure suits enterprises that expect a large shareholder base, plan a future public issue, operate in sectors whose regulators prefer or require a public company, or need to be a public company for particular licences, such as a Nidhi company. Most small businesses do not need it.

Public Limited Company Registration in Chennai / Tamil Nadu

Public companies based in Tamil Nadu are registered under ROC Chennai or ROC Coimbatore, and pay Tamil Nadu stamp duty on the MoA, the AoA and the capital. If the company later lists on a stock exchange, SEBI and exchange compliance applies uniformly across India.

Benefits

The structure offers unlimited scope for members, free transferability of shares, access to public capital markets, and greater public credibility. The trade-off is additional compliance: independent directors, committees and a mandatory company secretary once specified thresholds are crossed.

Ways a Public Company Can Raise Money Compared

A public company has more than one route to raise capital. The routes differ in who can subscribe, what approvals apply and how much disclosure is needed.

RouteWho can subscribeKey approvals and filings
Rights issueExisting shareholders, in proportion to holdingsBoard approval and offer letter; return of allotment
Private placementSelected persons, within the prescribed limit per financial yearSpecial resolution, private placement offer letter and return of allotment
Preferential allotmentIdentified investorsSpecial resolution, valuation where required and return of allotment
Public offerThe general public through a prospectusProspectus filed with the Registrar; SEBI rules apply for listing

Eligibility and Requirements

  • At least 7 members, with no maximum.
  • At least 3 directors, with at least one resident in India.
  • Independent directors, audit and nomination committees, and a whole-time KMP become mandatory when the thresholds in Sections 149, 177, 178 and 203 and the related Rules are met.
  • A unique name ending in “Limited”.
  • No statutory minimum paid-up capital.

Board and Officer Requirements for a Public Company

Public companies carry structural requirements that private companies generally do not. Several depend on size or listing status.

RequirementPosition for a public companyNote
Minimum membersSevenFixed at incorporation
Minimum directorsThreeAt least one resident director
Company SecretaryRequired once paid-up capital reaches the prescribed levelAlso required for listed companies
Independent directors and committeesRequired where size or borrowing thresholds are crossed, and for listed companiesConfirm thresholds for the year

Documents Required

Provide identity and address proofs, PAN, and photographs for all seven or more subscribers and all directors. Provide registered office proof with an NOC, a board resolution from any corporate subscriber, and apostilled documents for foreign subscribers.

Application Process

The process is the same as for a private company: obtain DSCs, reserve the name through SPICe+ Part A, then file SPICe+ Part B with e-MoA, e-AoA, AGILE-PRO-S and INC-9 declarations. The public-company articles and object clauses are drafted to suit the business, and the Certificate of Incorporation is issued by the CRC.

How KVA Handles Public Limited Company Registration

Karthick Vijayakumar & Associates, Company Secretaries, supports you through each stage with a single point of contact and a clear record of what has been done.

StepStageWhat KVA does
1Requirement reviewWe understand your entity, objective and timeline, and confirm what Public Limited Company Registration involves for your specific facts.
2Document checklistYou receive a clear list of documents, particulars and approvals needed, with gaps flagged early.
3Preparation and filingOur team prepares, reviews and files the required forms and records, and tracks each acknowledgement.
4Completion and follow-upWe hand over final records and explain the compliance that follows, so nothing is missed afterwards.

Fees and Charges

The MCA fee depends on authorised capital, according to the Registration Offices and Fees Rules, and stamp duty applies at state rates. Professional fees are available on enquiry.

Processing Time

Typically 10–20 working days after documents are complete. This is indicative only.

Why Karthick Vijayakumar & Associates

Professional oversight

Work is handled by company secretaries who deal with statutory filings and governance every day.

Deadline-led follow-through

Timelines for Public Limited Company Registration are tracked so that approvals and filings do not slip.

Clear communication

Plain-language updates at each stage, with no guesswork about what is pending.

Records you can rely on

Organised, decision-ready documentation that supports audits, banks and future filings.

Frequently Asked Questions

At least seven, with no upper limit.

At least three. Additional independent and woman directors may be required once the prescribed thresholds are crossed.

No. A public company can remain unlisted. Listing requires a separate IPO or listing process under SEBI regulations.

Only if they meet the thresholds in Rule 4 of the Appointment and Qualification of Directors Rules: paid-up capital of ₹10 crore or more, turnover of ₹100 crore or more, or outstanding loans, debentures and deposits exceeding ₹50 crore.

Every listed company, and every other public company with paid-up capital of ₹10 crore or more, must appoint whole-time KMP, including a company secretary, under Section 203 read with Rule 8.

Only eligible public companies can, and only subject to Section 76 and the Acceptance of Deposits Rules. Other companies can accept deposits only from members under Section 73.

Yes. This requires a special resolution and the approval of the Regional Director under Section 14, followed by filing INC-27.

Yes, if the paid-up capital is ₹50 crore or more, the turnover is ₹250 crore or more, or the outstanding borrowings from banks or public financial institutions are ₹100 crore or more.

Yes. Unlisted public companies must issue and transfer securities only in demat form under Rule 9A.

No. Membership must not fall below seven. If a company carries on business with fewer members for more than six months, members who know of it can become personally liable.

A private company. It enjoys exemptions from many provisions that apply to public companies, including some related to meetings, managerial remuneration and loans to directors.

Within nine months of the end of its first financial year, which is the same rule that applies to private companies.

The Companies Act, 2013 currently prescribes no fixed minimum paid-up capital for a public company, but the capital should be adequate for the proposed business, and bankers and regulators will look at it.

The name must end with the word “Limited”. A company incorporated under Section 8 and certain other categories follow separate naming conventions.

A public company that does not invite the public to subscribe to shares must file a statement in lieu of prospectus with the Registrar before allotting any shares or debentures.

The board must meet at least four times a year, with no more than 120 days between two consecutive meetings, and the minutes must be kept in accordance with Secretarial Standards.

Certain public companies, such as listed companies and those crossing the prescribed paid-up capital or turnover thresholds, must appoint at least one woman director. Applicability should be tested on the company’s numbers.

Yes. Unlike a private company, a public company cannot restrict the right to transfer its shares in its Articles, subject to the law and any lawful agreements between members.

No. A public company may remain unlisted for years. Listing needs a separate process involving SEBI regulations, a stock exchange, a merchant banker and substantial disclosure.

Most startups begin as private companies because the compliance burden is lighter. A public company suits businesses that expect many members, large fundraising or a later public offer.

Considering a Public Limited Company?

Contact Karthick Vijayakumar & Associates to understand the incorporation requirements and ongoing governance obligations of a public company.

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Third Floor, New No. 599, Old No. 230, Konnur High Road, Ayanavaram, Chennai, Tamil Nadu, 600023, India

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