Establish Your Business as a Public Limited Company and Prepare for Larger Business Opportunities

A Public Limited Company is a business structure recognised under the Companies Act, 2013. It is generally suitable for businesses planning to operate on a larger scale, bring in multiple shareholders or raise capital from the public, subject to applicable legal and regulatory requirements.

Unlike a private company, a public company can invite the public to subscribe to its securities in accordance with the law. However, incorporation as a public limited company does not automatically make it a listed company or authorise a public issue of securities.

Remind Legal assists businesses with the incorporation process, including name assessment, preparation of statutory documents and filing the prescribed forms with the Ministry of Corporate Affairs (MCA).

Why Is Public Limited Company Registration Important?

As a business expands, its ownership, capital requirements and management structure may become more complex. A Public Limited Company provides a separate legal identity and a framework for managing shareholding, directors and corporate governance.

It may also provide a suitable structure for businesses considering wider investment participation or a future public issue of securities. However, the public companies are subject to statutory requirements that may be more extensive than those applicable to private companies.

Selecting the appropriate company structure and preparing accurate incorporation documents helps establish the business on a clear legal foundation. 

Get Public Limited Company Registration Assistance

Avoid unnecessary documentation errors and understand the incorporation requirements applicable to your proposed company. Remind Legal can assist with company name reservation, MOA and AOA preparation, incorporation document review and MCA filing support.

Quick Facts

What Is Public Limited Company Registration?

Public Limited Company registration is the process of incorporating a public company under the Companies Act, 2013. Upon incorporation, the company becomes a separate legal entity with perpetual succession and the ability to hold assets, enter into contracts and conduct business in its own name.

A public company is one that is not a private company under the Act. It may be incorporated as a company limited by shares, limited by guarantee or an unlimited company. Businesses commonly choose the limited-by-shares structure, under which members liability is generally limited to the unpaid amount on their shares.

A public limited company is not necessarily a listed company. Listing its securities on a recognised stock exchange involves separate eligibility conditions and regulatory requirements.

Who Should Register a Public Limited Company?

This structure may be considered by: -

• Large businesses: Enterprises planning to expand operations across the multiple markets.
• Businesses seeking wider investment: Companies considering raising capital from a broader investor base.
• Established private companies: Businesses evaluating a transition to public company status.
• Infrastructure and manufacturing companies: Businesses requiring substantial long-term capital.
• Companies planning a public issue: Businesses considering an IPO, subject to applicable Companies Act and SEBI requirements.

For example, a manufacturing business planning to raise funds from a wider investor base may evaluate a public company structure. However, the incorporation alone does not permit it to issue shares to the public without completing the applicable securities-law requirements.

Eligibility and Applicability Requirements

The principal requirements for incorporating a public limited company include: -

1. Minimum seven members: At least seven persons must subscribe to the company's Memorandum of Association.
2. Minimum three directors: A public company must have at least three directors.
3. Maximum directors: The Board may have up to 15 directors. A company can appoint more than 15 after passing a special resolution.
4. Resident director: At least one director must have stayed in India for a total period of at least 182 days during the financial year. For a newly incorporated company, this requirement applies proportionately.
5. Registered office: The company must establish a registered office in India as prescribed under the Act.
6. Name compliance: The proposed name must satisfy the various MCA naming requirements and should not conflict with existing company names or protected trademarks.
7. Lawful business objectives: The company's proposed activities must be legally permissible.

There is no general minimum paid-up share capital requirement for incorporating a public company.

Legal Requirements for Incorporation

The incorporation process generally involves the following: -

• Digital Signature Certificates (DSCs): Required for individuals who digitally sign the prescribed incorporation forms.
• Director Identification Number (DIN): Proposed directors must hold DINs. Eligible individuals may apply through SPICe+ within the prescribed limits.
• Name reservation: The proposed name may be submitted through SPICe+ Part A.
• Memorandum of Association (MOA): Specifies the company's objectives, capital structure and other constitutional particulars.
• Articles of Association (AOA): Sets out the company's internal governance and management rules.
• Incorporation application: SPICe+ Part B and applicable linked forms must be filed with the MCA.
• Subscriber and director declarations: Prescribed consents, declarations and supporting documents must accompany the application.

Documents Required for Public Limited Company Registration

Where a corporate entity is a subscriber, its board resolution or other authorisation and constitutional documents may also be required.

Process of Public Limited Company Registration in India

The registration process generally involves the following steps: -

1. Plan the company structure: Finalise the proposed business activities, shareholding, capital structure and initial directors.
2. Arrange DSCs: Obtain digital signatures for the subscribers and directors who need to sign the forms.
3. Apply for name reservation: Submit the proposed name through SPICe+ Part A, either separately or with the incorporation application, as permitted.
4. Prepare MOA and AOA: Draft the constitutional documents according to the company's proposed structure and objectives.
5. File SPICe+ Part B: Submit the incorporation application with subscriber, director, registered office and capital details.
6. Submit linked forms: File AGILE-PRO-S and other applicable linked forms, declarations and attachments.
7. ROC examination: The Registrar of Companies examines the application and may request clarification or resubmission.
8. Receive incorporation certificate: After approval, the company receives its Certificate of Incorporation and Corporate Identity Number (CIN).

The MCA's SPICe+ process integrates name reservation, incorporation and applications for DIN, PAN and TAN, subject to the applicable form requirements.

Government Fees and Other Costs

The cost of incorporation depends on the company's authorised share capital, applicable MCA filing fees, state-specific stamp duty and other requirements.

The applicable fee structure and any available concessions should be checked at the time of filing. A public company should not be assigned a single standard incorporation cost without assessing its proposed capital and state of registration.

Registration Timeline

The incorporation timeline basically depends on name availability, document completeness, DSC readiness and MCA processing. If the Registrar raises a query or requests resubmission, additional time may be required. Therefore, a fixed approval timeline cannot be guaranteed.

Validity and Renewal

A Public Limited Company has perpetual succession and it continues to exist until it is legally dissolved or struck off under applicable law. Its Certificate of Incorporation does not require any periodic renewal.

However, the company must continue to fulfil its annual ROC filings, statutory audit, income-tax obligations and other applicable compliance requirements.

Exceptions and Special Cases

Certain situations may require additional legal or regulatory consideration: -

• Conversion from a private company: A private company proposing to convert into a public company must follow the prescribed alteration and filing procedure under the Companies Act.
• Foreign investment: Foreign shareholding may attract applicable FEMA regulations, sectoral caps, entry routes and reporting requirements.
• Public issue of securities: A public issue requires compliance with the Companies Act, prospectus requirements and applicable SEBI regulations.
• Stock exchange listing: Listing is a separate process involving stock exchange and securities-market requirements.
• Regulated sectors: Businesses in banking, insurance, financial services and other regulated sectors may require prior approvals or additional licences.

Post-Incorporation Compliance

After incorporation, the company must complete applicable statutory formalities, including: -

Public companies may also have additional Board composition, governance and disclosure requirements depending on their size, class and listing status.

Common Mistakes to Avoid

• Assuming that a public company and a listed company are the same.
• Proceeding with fewer than seven subscribers or three directors.
• Selecting a name without checking MCA naming requirements.
• Providing incomplete or inconsistent subscriber and the director details.
• Overlooking registered office documentation.
• Assuming incorporation automatically permits a public issue of securities.
• Missing post-incorporation filings and statutory deadlines.

Why Choose Remind Legal?

Remind Legal assists businesses with the legal and procedural requirements involved in Public Limited Company incorporation.

Our assistance includes: -

• Proposed company name assessment and reservation assistance.
• Guidance on subscriber and director requirements.
• MOA and AOA preparation and review.
• Incorporation document preparation.
• MCA filing support.
• Guidance on applicable post-incorporation compliances.

What We Need From You

To begin the incorporation process, the following information may be required: -

• Proposed company names.
• PAN and identity/address proof of subscribers and directors.
• Contact details and photographs.
• Proposed business activities.
• Proposed shareholding and capital structure.
• Registered office address and supporting documents.
• Corporate authorisations, where a body corporate is a subscriber.

The final list will depend on the company's proposed structure and the particulars of its subscribers and directors.

Get Started with Public Limited Company Registration

Planning to establish a Public Limited Company in India?

A preliminary assessment can help you understand the incorporation procedure, subscriber and director requirements and documentation before submitting your application.

Get Public Limited Company Registration Assistance from Remind Legal for name reservation, MOA and AOA preparation, document review and MCA filing guidance.

Legal Disclaimer

This content is for the general informational purposes only and it does not constitute any legal, tax or professional advice. Incorporation and compliance requirements may vary depending on the company's structure, business activities and various applicable laws. Seek professional advice for your specific circumstances.