Public Limited Company Registration

Public Limited Company incorporation under Section 2(71) of the Companies Act, 2013 on MCA V3. Scale with unlimited shareholders, raise public capital, issue convertible debentures, prepare for IPO listing, and ensure institutional statutory compliance.

Audit & Assurance

Taxation

Company Law

CharteredAccountantsSince 2013

Relevant RegulatorCentral Registration Centre (CRC) & Registrar of Companies (ROC)

MCA V3 Official Portal (Ministry of Corporate Affairs)

The official Government of India electronic portal for Public Limited Company incorporation (SPICe+ Part A & Part B), DIN allocation, e-MoA/e-AoA filing, PAN/TAN generation, and corporate compliance filings.

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STATUTORY OVERVIEW

Public Limited Company: High-Growth Enterprise Structure

A Public Limited Company is a form of company under the Companies Act, 2013 suited to large-scale commercial enterprises, capital-intensive infrastructure projects, and ventures planning an Initial Public Offering (IPO). Governed by Section 2(71) of the Companies Act, a Public Limited Company requires a minimum of 3 directors and 7 shareholders, with no upper ceiling on the maximum number of shareholders. It can access capital markets, allowing the company to accept public equity investments, issue debentures, and freely transfer shares without restriction. It carries higher regulatory and disclosure requirements. We assist with SPICe+ MCA V3 incorporation, bespoke MoA/AoA formulation, secretarial compliance, and SEBI/listing advisory.

Statutory & Practice Summary • At-A-Glance

ICAI UDIN Authentication Mandate

Governing Framework

Companies Act, 2013 (Section 2(71)) & Companies (Incorporation) Rules, 2014

Regulatory Authority

Ministry of Corporate Affairs (MCA), Registrar of Companies (ROC) & SEBI (upon listing)

Professional Assurance

Chartered Accountants Attestation under ICAI Standards & Code of Ethics

DOCUMENTATION MATRIX

Mandatory Documents Checklist

Self-attested scanned copies required

1. Promoters / Partners / Directors KYC

✓Permanent Account Number (PAN) Card of all minimum 3 Directors and 7 Shareholders (Mandatory)
✓Identity Proof: Aadhaar Card / Valid Passport / Voter ID / Driving License of each promoter
✓Residential Address Proof: Bank Statement / Electricity Bill / Telephone Bill (< 2 months old)
✓Class 3 Digital Signature Certificate (DSC) for all proposed directors
✓Passport-sized colour photographs of all directors and key managerial personnel
✓Consent to act as Director in Form DIR-2 and declaration of non-disqualification in Form INC-9

2. Registered Office & Premises Proof

✓Proof of Registered Office Address: Latest Electricity Bill / Gas Bill / Water Bill (< 2 months old)
✓Registered Rent Agreement / Lease Deed executed on state non-judicial stamp paper
✓Signed No-Objection Certificate (NOC) from the property owner permitting commercial usage
✓Municipal Property Tax receipt or title deed (if self-owned property)

3. Specific Statutory Declarations & Enclosures

•Custom e-MoA (INC-33) with expansive Main Objects, capital clause, and subscriber sheets
•Custom e-AoA (INC-34) detailing board quorum, committee structures, and free transferability of shares
•Board Resolution and Nominee consents for institutional corporate shareholders

PROCEDURAL ROADMAP

Step-by-Step Filing & Approval Process

Structured execution roadmap managed by our Chartered Accountants from pre-filing due diligence to certificate allotment.

01Day 1–2

Name Reservation & SPICe+ Part A

Screening proposed names against MCA and trademark databases; reserving name ending with the mandatory suffix 'Limited'.

02Day 2–4

DSC & Legal Charter Drafting

Issuing Class 3 DSC tokens, drafting comprehensive e-MoA and e-AoA charters, and formulating DIR-2 and INC-9 affidavits.

03Day 4–8

SPICe+ Part B & Multi-Agency Filings

Filing integrated SPICe+ Part B for DIN allocation, PAN, TAN, EPFO, ESIC, Professional Tax, and pre-approved corporate bank account.

04Day 8–10

COI Allotment & Business Commencement

Grant of official Certificate of Incorporation (CIN). Conducting first Board Meeting, depositing share capital, and filing Form INC-20A.

Public Limited vs Private Limited: Key Structural Distinctions

Choosing between a Public Limited and Private Limited structure depends on your capital scale, ownership spread, and public funding ambition:

Public Capital & Institutional Valuation

Capital Scale

A Public Limited company provides the only corporate foundation capable of raising public funds through Initial Public Offerings (IPO), rights issues, and qualified institutional placements (QIP).

•Seamless transferability of equity through stock exchanges or demat accounts
•High institutional borrowing capacity with nationalized and private banks
•Attracts domestic and global sovereign wealth and institutional pension funds

Stringent Governance & Transparency

Corporate Credibility

Higher statutory oversight and disclosure can support dealings with vendors, government tenders, and multinational partners.

•Mandatory constitution of Audit, Nomination, and Stakeholder committees
•Comprehensive secretarial audit reporting by practicing professionals
•Quarterly and annual financial publication building investor trust

Feature / Criteria	Public Limited Company	Private Limited Company
Minimum Directors	Minimum 3 Directors (at least 1 resident)	Minimum 2 Directors (at least 1 resident)
Minimum / Maximum Shareholders	Minimum 7 Shareholders; No upper ceiling (unlimited)	Minimum 2 Shareholders; Maximum capped at 200
Public Capital Raising	Can accept public deposits and issue shares/debentures via prospectus	Prohibited from inviting the public to subscribe to shares
Share Transferability	Freely transferable without statutory restrictions	Restricted as per internal Articles of Association (AoA)
Dematerialisation Mandate	Mandatory dematerialisation of all shares under Rule 9B	Applicable for large private companies; voluntary for smaller firms
Statutory Quorum for AGM	5 to 30 members present in person depending on membership size	Minimum 2 members present in person
Corporate Tax Rate	22% + Surcharge (effective ~25.17%) under Section 115BAA	22% + Surcharge (effective ~25.17%) under Section 115BAA

ONGOING GOVERNANCE

Mandatory Post-Registration Compliances

Failing to complete statutory post-incorporation actions carries steep daily penalties. Our CA firm manages continuous compliance:

Form INC-20A on MCA V3Within 180 Days of Incorporation

Commencement of Business (Form INC-20A)

Mandatory declaration and bank subscription deposit verification filed with ROC before commencing operations.

Form ADT-1 on MCA V3Within 30 Days of Incorporation

Statutory Auditor Appointment (Form ADT-1)

Appointment of an independent Chartered Accountant firm as Statutory Auditor by the inaugural Board of Directors.

NSDL / CDSL ISIN AllotmentWithin 9 Months of Incorporation / Rule 9B

Mandatory Dematerialisation of Shares

Mandatory dematerialisation of all promoter and shareholder equity shares through NSDL/CDSL depositories under MCA Rule 9B.

Form DIR-12 on MCA V3If Paid-up Capital >= ₹10 Crore

Company Secretary (CS) Appointment

Mandatory appointment of a whole-time Company Secretary under Section 203 of the Companies Act.

Forms AOC-4 & MGT-7Annual / Within 30 & 60 Days of AGM

Annual Financials & ROC Filings (AOC-4 & MGT-7)

Filing audited financial statements, director reports, and annual returns with the Registrar of Companies.

FREQUENTLY ASKED QUESTIONS

Statutory FAQs & Practical Guidance

Frequently asked questions and procedural guidance regarding Public Limited Company Registration.

How long does it take to incorporate a Public Limited Company?

With digitized documentation and rapid MCA V3 processing through Central Registration Centre (CRC), most Public Limited Company incorporations are processed by the Central Registration Centre; the time taken depends on the authority.

Is it mandatory for a Public Limited Company to be listed on a stock exchange?

No. A company can be an Unlisted Public Limited Company. Listing on recognized stock exchanges like BSE or NSE is voluntary and requires filing a Draft Red Herring Prospectus (DRHP) and meeting SEBI listing eligibility criteria.

How many independent directors are required in an unlisted Public Limited Company?

Under Rule 4 of the Companies (Appointment and Qualification of Directors) Rules, 2014, unlisted public companies with paid-up capital of ₹10 Crore or more, turnover of ₹100 Crore or more, or outstanding loans/debentures exceeding ₹50 Crore must appoint at least 2 independent directors.

STATUTORY ADVISORY DESK • PRACTICE INQUIRIES

Statutory Inquiries & Practice Advisory

Information on Public Limited Company Registration is provided for general reference. Office addresses and contact details are listed on the Contact page.

Contact Practice Office +91 99140-14949