AMM & ASSOCIATES

CHARTERED ACCOUNTANTS

Madan Mohan Arora

Chartered Accountant

Madhu Arora

Company Secretary

    Public Limited Company Registration – Complete Guide

    What is a Public Limited Company?

    A Public Limited Company (PLC) business entity in India allows companies to raise capital from the general public through shares. It is governed by the Companies Act 2013 provisions and must be registered with the Ministry of Corporate Affairs (MCA). A public limited company is ideal for businesses planning for large-scale operations and looking to attract investment from the public, financial institutions, or venture capitalists.

    In simpler terms, a public limited company has its shares available for purchase by the public and is listed on a stock exchange (in most cases). However, not all public limited companies are listed. Some may remain unlisted and operate as public companies if they meet the required conditions.

    To start a public limited company in India, the business must meet specific legal criteria and follow a structured process for incorporation. Once registered, it enjoys a separate legal identity, limited liability for shareholders, and increased transparency through regulated disclosures.

    Why is Public Limited Company Registration Important?

    Registering a public limited company gives your business the following:

    • Credibility and trust in the eyes of investors and customers
    • The legal ability to raise capital via initial public offerings (IPOs)
    • A structured business model with accountability and governance
    • Eligibility for large government or international projects and tenders

    This makes public limited company registration a strategic choice for entrepreneurs and businesses with long-term growth plans.

    Important Links

    Key Features of a Public Limited Company

    public limited company registration

    A public limited company stands out due to several characteristics that make it suitable for larger, investment-heavy businesses. Below are the key features:

    1. Limited Liability: Shareholders’ liability is limited only to the amount unpaid on their shares. This means their assets remain protected, regardless of the company’s financial condition.

    2. Separate Legal Entity: The company is treated as a separate entity from its owners. It can own property, enter into contracts, and sue or be sued in its name.

    3. Minimum Requirements: To register a public limited company in India:

    • Minimum 3 Directors
    • Minimum 7 Shareholders
    • Registered office address in India
    • Minimum ₹5 lakh paid-up capital

    4. Perpetual Succession: The company continues to exist even if shareholders change due to death or exit. It is not affected by the status of its members.

    5. Public Fundraising: One of the key features is the ability to raise capital from the general public by issuing shares through the stock exchange (if listed).

    6. Transferability of Shares: Shares in a public limited company are easily transferable. This increases the liquidity and marketability of shares for investors.

    7. Regulatory Compliance: These companies must comply with regular audits, annual general meetings (AGMs), statutory filings, and disclosures with the ROC (Registrar of Companies) and SEBI if listed.

    Incorporating a public limited company in India comes with more responsibilities but opens up avenues for growth, funding, and expansion—especially beneficial for businesses aiming for large-scale operations.

    Types of Public Limited Companies in India

    There are different types of public limited companies in India depending on how they are structured or their listing status:

    1. Listed Public Limited Company: This type is registered on a recognized stock exchange such as BSE or NSE and can raise capital through public offerings. It is subject to SEBI regulations and stricter disclosure norms.

    2. Unlisted Public Limited Company: These companies have more than seven shareholders and follow all the rules of a public limited company but are not listed on the stock exchange. However, they still cannot restrict share transfers like private companies can.

    3. Government-Owned Public Companies: These are public limited companies where more than 51% of the shareholding is owned by the Government of India or a State Government. Examples include ONGC and SBI.

    4. Subsidiary Public Companies: Suppose a public company holds a private company and meets the shareholding thresholds. In that case, it can be considered a subsidiary public company, even if its shares are not offered to the public.

    Choosing the correct type of public limited company depends on your business goals, capital requirements, and governance structure.

    Who Should Register a Public Limited Company?

    A public limited company registration in Delhi is not suitable for every business. It is ideal for:

    1. Large-Scale Businesses: Businesses that need substantial capital investment for growth, expansion, or diversification benefit the most. These may include real estate developers, tech firms, manufacturing giants, or infrastructure companies.
    2. Entrepreneurs Planning IPOs: If your long-term goal is to launch an Initial Public Offering (IPO), registering as a public company is a prerequisite.
    3. Startups Targeting VC or PE Funding: Many venture capital and private equity firms prefer to invest in companies with a robust legal structure and potential for scalability—something public limited status often provides.
    4. Companies Entering Government Projects: Due to credibility, compliance, and financial strength, many government tenders and contracts are available only to registered public limited companies.
    5. Foreign Investors & NRI Entrepreneurs: It’s a great option for foreign investors or NRIs planning to enter the Indian market with a scalable and structured business model.

    If your business fits into any of these categories, it’s the right time to consider LTD company registration and enjoy benefits like public funding, brand reputation, and structured growth.

    Benefits of Public Limited Company Registration

    Choosing a Public Limited Company registration offers several advantages, especially for businesses planning for long-term expansion, public funding, and credibility in the market. Here are the key benefits of registering a public limited company in India:

    1. Access to Capital from the Public: One of the most potent benefits of a public limited company is its ability to raise capital from the public by issuing shares. This opens doors for scaling operations, investing in new markets, or increasing production.

    2. Limited Liability for Shareholders: In a public limited company, shareholders are only liable for the capital invested. Their assets remain safe, even if the business suffers a financial loss.

    3. Improved Credibility and Reputation: Customers, vendors, investors, and financial institutions view registered public companies as more credible. It enhances brand value and helps build trust in the marketplace.

    4. Perpetual Succession: The company continues to exist even if its directors or shareholders change. This ensures business continuity and gives long-term stability.

    5. Easy Transfer of Shares: Shares of a public limited company can be easily bought and sold, allowing investors to enter and exit freely. This liquidity attracts more investors.

    6. Eligibility for IPO: Only a public limited company in India can issue an Initial Public Offering (IPO). Registering as a PLC is necessary if your business plans to go public.

    7. Attracting Foreign Investment: Foreign investors and private equity firms often prefer to invest in public companies due to their transparency, legal structure, and growth potential.

    8. Wider Reach and Recognition: A public company is recognized across the country and internationally. With strong governance and disclosure standards, it becomes easier to expand globally.

    Minimum Requirements for Registering a Public Limited Company

    Before you proceed with Ltd company registration, knowing the legal and regulatory requirements set by the Companies Act 2013 is important.

    1. Minimum Number of Directors: You need at least three directors to register a public limited company in India. At least one director must be an Indian resident.
    2. Minimum Number of Shareholders: A public limited company must have a minimum of seven shareholders. There’s no maximum limit on the number of shareholders.
    3. Registered Office Address: The company must have a registered office in India. You’ll need proof of address like an electricity bill and a No Objection Certificate (NOC) from the property owner.
    4. Minimum Capital Requirement: There is no fixed minimum capital requirement, but earlier, a paid-up capital of ₹5 lakh was mandatory. Though it’s no longer compulsory, having sufficient capital improves your company’s credibility.
    5. Name Approval: Your company name must end with “Limited” and be unique and approved by the Ministry of Corporate Affairs (MCA).
    6. Digital Signature Certificate (DSC): Each director must have a DSC to sign documents digitally, which is essential for online registration.

    These basic requirements for public limited company registration must be fulfilled before filing the incorporation forms.

    Documents Needed for Public Limited Company Registration

    You must gather and submit several key documents to complete your Public Limited Company registration in India. These ensure your company is legally verified and ready for incorporation.

    🔹 Documents for Directors and Shareholders:

    1. PAN Card (mandatory for Indian nationals)
    2. Passport (in case of foreign nationals)
    3. Aadhar Card or Voter ID or Driving License
    4. Passport-size photographs
    5. Residential proof (electricity bill, bank statement not older than 2 months)

    🔹 Documents for Registered Office:

    1. Electricity or utility bill
    2. Rent Agreement (if the office is rented)
    3. No Objection Certificate (NOC) from the landlord

    🔹 Company Documents:

    1. Memorandum of Association (MOA)
    2. Articles of Association (AOA)
    3. Consent to Act as Director in Form DIR-2
    4. Declaration by Subscribers and Directors in Form INC-9

    All documents must be self-attested, and scanned copies should be uploaded during registration. For foreign nationals, all documents should be notarized and apostilled or consularized as per Indian laws.

    Step-by-Step Process for Public Limited Company Registration in India

    The registration process of a public limited company in India is entirely online through the MCA portal. Here is a simplified breakdown of the steps involved:

    Step 1: Obtain a Digital Signature Certificate (DSC)

    All directors need to get a DSC, which is used to sign documents electronically.

    Step 2: Apply for Director Identification Number (DIN)

    Next, apply for DIN through the SPICe+ form while incorporating the company. DIN is mandatory for every director.

    Step 3: Name Approval: Choose a unique name and file Part A of the SPICe+ form. The name should follow MCA’s naming guidelines and end with “Limited.”

    Step 4: Prepare MOA & AOA: Draft the Memorandum of Association (MOA) and Articles of Association (AOA), which define the company’s vision, rules, and structure.

    Step 5: File SPICe+ Part B Form: 

    This is the actual incorporation form that includes the following:

    • Appointment of directors
    • Application for PAN & TAN
    • Filing of MOA & AOA
    • Proof of registered office

    Step 6: Issue of Certificate of Incorporation

    Once the ROC approves, you will receive a Certificate of Incorporation (COI) with CIN, PAN, and TAN. Your public limited company is now legally registered.

    Step 7: Open a Bank Account

    Use your COI, PAN, and other documents to open a current account in the company’s name.

    Public Limited Company Registration in Delhi – Why Choose Delhi for Incorporation?

    Delhi is one of India’s most preferred destinations for Public Limited Company registration, and for good reason. Here’s why choosing Delhi can benefit your business in the long run:

    1. Business Ecosystem: Delhi is a central hub for commerce, industry, and services. It offers access to a vast network of clients, partners, and professionals, especially in legal and financial services.
    2. Government and Regulatory Accessibility: Delhi is the capital city and has many regulatory bodies, ministries, and government departments. This makes licensing, approvals, and compliance faster and easier.
    3. Professional Support: Delhi has a large pool of experienced company secretaries, chartered accountants, and legal consultants specializing in company formation, making the registration process seamless.
    4. Infrastructure and Connectivity: With excellent infrastructure, metro connectivity, and access to business zones like Connaught Place, Nehru Place, and Gurgaon, Delhi provides everything a growing company needs.
    5. Investor and Market Reach: Delhi has easy access to venture capital firms, angel investors, and private equity players, which makes it a perfect launchpad for companies looking to scale.

    Whether you’re a startup or an established business, choosing public limited company registration in Delhi can give you the perfect legal and strategic foundation for success.

    Post-Incorporation Compliance for Public Limited Companies (MCA & ROC)

    Complying with MCA and ROC regulations becomes essential once your public limited company registration is complete. Non-compliance can lead to penalties, legal issues, or disqualification of directors.

    1.) Mandatory Compliances:

    • Board Meetings: At least four meetings every year, with a gap of no more than 120 days between two meetings.
    • Annual General Meeting (AGM): Must be held within 6 months from the end of the financial year.
    • Annual Filing:
    • Form AOC-4: Filing of financial statements.
    • Form MGT-7: Filing of annual return.
    • Statutory Audit: Appointment of a statutory auditor within 30 days of incorporation.
    • Income Tax Return: File annual income tax returns, GST returns (if applicable), and TDS filings.

    Maintenance of Statutory Registers: Register of members, directors, charges, etc.

    2.) Event-Based Compliances:

    These are triggered when certain events occur, like:

    • Change in directors or registered office
    • Allotment of shares
    • Appointment of auditors

    Keeping up with post-incorporation compliance for a public limited company ensures legal standing, smooth operations, and investor trust.

    Common Challenges and How to Overcome Them

    Registering a public limited company in India is not without its hurdles. Here are common challenges and how to address them:

    1. Name Rejection: Challenge: Chosen name not available or rejected by MCA.

    Solution: Conduct a proper name search using MCA’s portal beforehand and include multiple options in your application.

    2. Document Errors: Challenge: Incorrect or incomplete documentation leads to delays or rejection.

    Solution: Work with a professional CA or registration consultant to prepare and verify all documents before submission.

    3. High Compliance Burden: Challenge: Managing statutory filings and annual compliances.

    Solution: Hire an accountant or retain a professional firm to handle post-registration compliances smoothly.

    4. Delay in Incorporation: Challenge: The application was stuck in processing for weeks.

    Solution: Ensure all steps are followed per the Companies Act, 2013, and documents are properly notarized and verified.

    FAQs

    No. You need at least seven shareholders and three directors to register a public company.

    There is no mandatory minimum capital, but having at least ₹5 lakhs in authorized capital is recommended for smooth registration.

    Typically, it takes 10 to 15 working days, depending on documentation and approval timelines.

    With ROC approval and shareholders' consent, a public company can be converted into a private limited company.

    The Ministry of Corporate Affairs (MCA) and Registrar of Companies (ROC) oversee public companies.

    Ready to Register Your Public Limited Company? Here's How We Can Help

    Registering a Public Limited Company in India can be complex, but it doesn’t have to be stressful.

    At AMM & Associates, we offer end-to-end support for public limited company registration—from choosing a business name to filing with the MCA, getting your PAN/TAN, and setting up compliance systems. Our team of expert CAs and legal professionals ensures your incorporation is:

    • Quick
    • Fully compliant
    • Affordable

    We’ve helped hundreds of clients register and grow their companies in Delhi and India by AMM & Associates offers comprehensive financial services including accounting, auditing, taxation, management consultancy, company registration, GST compliance, legal and secretarial services, and business consulting. With expertise in direct and indirect taxes, compliance, and government liaison, we provide reliable solutions to meet the needs of businesses and individuals.

    Whether you’re launching a new venture or planning to go public, we’re here to help.

    📞 Call us today at +91 9312837129
    📧 Email: marora_mail@yahoo.com
    🌐 Website: www.certifiedcorporateaccountant.com

    Let us take care of the process while you build your business.