What is a public limited company?
A public company is any company that is not a private company, as defined in section 2(71) of the Companies Act, 2013. It does not have to restrict share transfers, has no cap on the number of members, and may invite the public to subscribe to its securities.
Its name ends with "Limited" rather than "Private Limited". A private company that is a subsidiary of a public company is also treated as a public company under the same section, even if its articles still describe it as private.
Unlisted and listed public companies
Most public companies are unlisted. They are incorporated and run under the Companies Act and MCA rules, and their shares are not traded on a stock exchange.
A listed company is a public company whose securities are listed on a recognised stock exchange. Listing follows a public issue under the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018, and brings continuing obligations under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Registration on this page creates an unlisted public company; listing is a separate, later project.
Public vs private limited company
Choose a public company when you need more than 200 shareholders, freely transferable shares, or a route to a public issue. Otherwise a private company does the same job with less compliance.
| Point | Public limited company | Private limited company |
|---|---|---|
| Minimum directors | 3 | 2 |
| Minimum members | 7 | 2 |
| Maximum members | No limit | 200 |
| Share transfer | Freely transferable | Restricted by the articles |
| Raising money from the public | Allowed, through a prospectus | Not allowed |
| Small company status | Never available | Available if paid-up capital is up to ₹10 crore and turnover up to ₹100 crore |
| Board meetings | At least four a year | At least four a year (two for a small company) |
| Independent directors, audit committee, whole-time KMP | Required above thresholds (see below) | Not required under these rules |
| Annual return | MGT-7 | MGT-7, or MGT-7A if small |
| Minimum capital | None | None |
Not sure which structure fits? Start with our private limited company page or the structure chooser on company registration.
Requirements to register a public limited company
You need three directors, seven members, a registered office in India and a name the ROC approves. There is no minimum paid-up capital.
Directors. A public company must have at least three directors under section 149(1), and can have up to fifteen without a special resolution. At least one director must stay in India for 182 days or more during the financial year (section 149(3)). Directors must be individuals, and each needs a DIN, which we obtain through SPICe+ for up to three directors.
Members and capital. At least seven members must subscribe to the memorandum (section 3(1)(a)). Members can be individuals, companies, LLPs or foreign investors, subject to FEMA for non-residents. There is no minimum paid-up capital, but a public company that plans to raise money early often chooses a higher authorised capital, which affects the MCA fee and stamp duty.
Name and registered office. The name must end with "Limited" and must not be identical or too similar to an existing company, LLP or registered trade mark. You need a registered office address in India with a recent utility bill and the owner's no-objection letter.
Documents you need
| Who | Documents |
|---|---|
| Indian directors and subscribers | PAN, Aadhaar or another identity proof, address proof not older than two months (bank statement or utility bill), photograph, email and mobile number |
| Foreign national directors and subscribers | Passport, foreign address proof and photograph, notarised and apostilled (or consularised where the country is not in the Apostille Convention) |
| Corporate subscribers | Certificate of incorporation, board resolution authorising the subscription and naming a representative, and the representative's identity documents |
| Registered office | Utility bill in the owner's name not older than two months, owner's no-objection letter, rent agreement if rented |
| Every director | Class 3 digital signature certificate (DSC) and consent in DIR-2 |
Our Incorporation Document Kit collects director and subscriber KYC and checks it against what the ROC expects.
The registration process
A public company is incorporated through the same SPICe+ system as a private company, with public-company articles and at least seven subscribers.
| Step | What happens |
|---|---|
| 1. Structuring call | We confirm directors, subscribers, authorised capital and which compliance thresholds you will cross in the first two years |
| 2. DSCs | Class 3 DSCs for every director and subscriber who signs |
| 3. Name reservation | SPICe+ Part A with up to two names, checked against company, LLP and trade mark records |
| 4. Drafting | e-MoA (INC-33) with your objects, e-AoA (INC-34) drafted for a public company |
| 5. SPICe+ Part B | Incorporation form with DINs, PAN, TAN and AGILE-PRO-S, signed by directors and subscribers, certified by a CS |
| 6. Certificate of incorporation | The ROC issues the certificate with the CIN, PAN and TAN |
| 7. First 180 days | Bank account, subscription money, INC-20A, first auditor within 30 days and share certificates |
ROC processing time depends on the ROC's queue and any resubmission. We give you a timeline for your case at the start.
What our ₹4,499 package includes
Included
- Structuring call and a written compliance map for your first two years
- Name check and SPICe+ Part A
- Drafting of the e-MoA and a public-company e-AoA
- SPICe+ Part B with AGILE-PRO-S, DINs for up to three directors, company PAN and TAN
- Review and certification by a Company Secretary
- Replies to any ROC query on the incorporation
Not included, quoted separately if you want them
- Government fees and stamp duty (next section)
- Class 3 DSCs
- Additional DINs beyond three directors (DIN registration)
- INC-20A, auditor appointment, share certificates and annual ROC filings
Fees for public limited company registration
Your total is our fee plus government fees. Government fees depend on authorised capital and the state of the registered office.
| Fee | Amount |
|---|---|
| Professional fee (Regikart) | ₹4,499 |
| Name reservation, SPICe+ Part A | ₹1,000 |
| MCA incorporation fee, authorised capital up to ₹15,00,000 | Nil |
| MCA incorporation fee, above ₹15,00,000 | Charged by authorised capital; we quote it before filing |
| DIN for up to three directors through SPICe+ | No separate fee |
| PAN / TAN | ₹66 / ₹65 |
| Stamp duty, Delhi | ₹10 on SPICe+, ₹200 on e-MoA, 0.15% of authorised capital on e-AoA (maximum ₹25,00,000) |
| Stamp duty, West Bengal | ₹10 on SPICe+, ₹60 on e-MoA, ₹300 on e-AoA |
| Stamp duty, other states including Karnataka | Quoted before filing |
Professional fees exclude GST at 18%. Government fees, where they apply, are paid at actuals to the department and are shown separately. Fees verified on 22 September 2026.
Compliance a public company carries that a private company does not
A public company takes on board, audit and securities rules that a private company mostly escapes. Several apply only above a size threshold, so check them against your plans before you incorporate.
Board and management thresholds
| Requirement | Applies to | Law |
|---|---|---|
| At least two independent directors | Public companies with paid-up share capital of ₹10 crore or more, or turnover of ₹100 crore or more, or outstanding loans, debentures and deposits above ₹50 crore in aggregate. Unlisted joint ventures, wholly owned subsidiaries and dormant companies are exempt | s.149(4); Rule 4, Companies (Appointment and Qualification of Directors) Rules, 2014 |
| Audit committee and nomination and remuneration committee | Every listed company and every company that must have independent directors under Rule 4 | ss.177, 178; Rule 6, Companies (Meetings of Board and its Powers) Rules, 2014 |
| At least one woman director | Listed companies, and public companies with paid-up share capital of ₹100 crore or more or turnover of ₹300 crore or more | Rule 3, same Directors Rules |
| Whole-time key managerial personnel (MD, CEO or manager, or a whole-time director; a CS; and a CFO) | Listed companies, and public companies with paid-up share capital of ₹10 crore or more | s.203; Rule 8, Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 |
| Secretarial audit by a practising CS (MR-3) | Listed companies; public companies with paid-up share capital of ₹50 crore or more or turnover of ₹250 crore or more; and any company with outstanding loans or borrowings from banks or public financial institutions of ₹100 crore or more | s.204; Rule 9, same Managerial Personnel Rules |
The figures are read from the last audited financial statements. A new public company below all these thresholds needs none of them on day one, but you should plan for them before a large capital raise. See secretarial audit, and internal audit for the section 138 tests that decide when an unlisted public company must appoint an internal auditor.
Rules that apply to every public company
- No small company status. Section 2(85) defines a small company as a company other than a public company, so the lighter regime (MGT-7A, two board meetings, lower penalties) is never available.
- Four board meetings a year, with no more than 120 days between two meetings.
- Securities in demat form. Every unlisted public company must issue securities only in dematerialised form and facilitate demat of existing securities (Rule 9A, Companies (Prospectus and Allotment of Securities) Rules, 2014), and file a half-yearly reconciliation in PAS-6. See demat of shares.
- Managerial remuneration cap. Total remuneration to directors and managers is limited to 11% of net profits under section 197 unless the conditions for a higher amount are met.
- No private company exemptions. The exemptions private companies get on matters such as related party approvals and some meeting rules do not apply to a public company.
Annual filings
| Filing | Due |
|---|---|
| AGM | Within six months of the financial year end (30 September); first AGM within nine months of the first year end |
| AOC-4 (financial statements) | Within 30 days of the AGM |
| MGT-7 (annual return) | Within 60 days of the AGM |
| ADT-1 (auditor appointment) | Within 15 days of the AGM that appoints the auditor |
| DIR-3 KYC Web | Once every three financial years, by 30 June; directors already compliant are next due on 30 June 2028 |
| Income-tax return (ITR-6) | For FY 2025-26 under the Income-tax Act, 1961: 31 October 2026 |
Penalties and late fees (kept separate from fees above). Late AOC-4 and MGT-7 filings carry an additional fee of ₹100 a day per form, with no cap. Not filing INC-20A within 180 days attracts a penalty of ₹50,000 on the company and ₹1,000 a day per officer in default, up to ₹1,00,000. See annual ROC filing and our ROC compliance package.
Converting a private company into a public company
An existing private company becomes public under section 14 by altering its articles through a special resolution. You do not incorporate a new company, and the CIN changes to reflect the new class.
- Meet the numbers first. Appoint a third director and bring members to at least seven.
- Board meeting. Approve the conversion, the altered articles and the name change (drop "Private"), and call a general meeting.
- Special resolution. Members pass a special resolution to alter the articles and the name.
- MGT-14 within 30 days of the resolution, with the resolution and the altered articles.
- INC-27 to the ROC for the change of class, with the altered memorandum and articles.
- Fresh certificate of incorporation issued by the ROC in the new name.
- Update everything else: PAN, GST, bank accounts, stationery, contracts and the statutory registers.
The reverse move, public to private, also needs a special resolution and the Central Government's approval under section 14. Ask us before starting either change, because the thresholds in the compliance section apply from the date the company becomes public. Growing a private company first? Our increase in share capital and share transfer services cover the usual steps before conversion.
How a public limited company is taxed
A public company is taxed exactly like a private company: the rates depend on turnover and the option chosen, not on public or private status.
- FY 2025-26 (AY 2026-27), Income-tax Act, 1961: 25% where turnover in FY 2023-24 did not exceed ₹400 crore, otherwise 30%, plus surcharge and 4% cess; or 22% under section 115BAA with a 10% surcharge and 4% cess (an effective 25.168%) if the company gives up specified deductions.
- Tax Year 2026-27 onwards, Income-tax Act, 2025: the same 22% option continues under section 200 of the new Act.
The ITR-6 return and, where turnover crosses the Income-tax Act threshold, a tax audit apply as for any company.
Is a public limited company right for you?
A public company suits a business that needs a wide shareholder base or a path to the capital markets. It is rarely the right first structure for a small founder team.
Consider a public company if you:
- expect more than 200 shareholders, for example a community-owned or employee-owned business
- need freely transferable shares for investors or lenders
- are preparing for a public issue and listing in the medium term
- are a private company that has become a subsidiary of a public company and is treated as public anyway
Consider a private company instead if you are raising from a small group of angels or funds, want the small company concessions, or want to keep share transfers within the founding group. For a mutual-benefit savings company, see Nidhi company, which is incorporated as a public company under its own rules.
Why companies choose Regikart
Regikart is a CA and CS firm with 250+ clients. Public company incorporations are prepared by our secretarial team and certified by a Company Secretary before filing.
- Compliance mapped before you file. You see which thresholds your plans will cross and when.
- One team afterwards. INC-20A, auditor appointment, annual ROC filing, secretarial audit and income-tax returns.
- Written quotes. Professional fee ₹4,499, government fees line by line.
- Offices in Kolkata (Head Office), Delhi and Bengaluru, with companies registered in any state through documents shared over WhatsApp and email.
Related: company registration · private limited company · Nidhi company · digital signature · DIN registration