# Public Limited Company Registration

> A public limited company needs at least three directors and seven shareholders, with no minimum paid-up capital. It is incorporated online through SPICe+ (INC-32) with e-MoA and e-AoA, and must file INC-20A within 180 days before starting business. Unlike a private company it can offer shares to the public and transfer them freely, but it carries stricter rules on directors, related-party transactions and, above set thresholds, independent directors and a company secretary.

Practice: Business Setup & Entity Registration — https://www.industax.com/services/business-setup/

Most businesses that choose a public company do so because they need many shareholders (a private company is capped at 200 members), plan to list on a stock exchange, or operate in a sector where regulators or tenders expect a public company. An unlisted public company is still a big step up in governance from a private company.

We incorporate the company and then set up what a public company must run from day one: board processes, statutory registers, related-party approval under Section 188, and the thresholds at which independent directors, an audit committee and a whole-time company secretary become mandatory.

## Key facts

| Item | Detail |
| --- | --- |
| Minimum directors / members | 3 directors, 7 members |
| Minimum capital | None prescribed |
| Incorporation forms | SPICe+ (INC-32), e-MoA (INC-33), e-AoA (INC-34), AGILE-PRO-S |
| MCA fee | Nil for authorised capital up to ₹15 lakh; stamp duty by state |
| Commencement | INC-20A within 180 days of incorporation |
| Name | Must end with 'Limited' |

## Who needs this

- Businesses expecting more than 200 shareholders
- Companies preparing for an IPO or SME exchange listing
- Enterprises bidding for tenders that require a public company

## What's included

- Name check and reservation
- DSC and DIN for directors
- SPICe+ filing with MoA and AoA drafted for your objects
- PAN, TAN, EPFO, ESIC and GSTIN through AGILE-PRO-S
- INC-20A and first-year compliance calendar

## Documents

- PAN and Aadhaar of Indian directors and shareholders
- Passport (apostilled) for foreign nationals
- Address proof of each director
- Registered office proof with utility bill and owner's NOC

## Process

1. **Structure** — Shareholding, directors and capital decided.
2. **Incorporate** — SPICe+ filed and certificate of incorporation issued.
3. **Commence** — Capital received, INC-20A filed, registers set up.

## Also covers

- **Unlisted public company** — Public companies not listed on any exchange.
- **Public company with share capital** — Standard incorporation with equity shares.

## FAQs

### What is the minimum capital for a public limited company?

There is none. The ₹5 lakh minimum paid-up capital for public companies was removed by the Companies (Amendment) Act, 2015. You choose an authorised capital that fits your plans; the MCA fee is nil up to ₹15 lakh.

### Does an unlisted public company need independent directors?

Only above thresholds. 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 loans and borrowings above ₹50 crore must have at least two independent directors.

### Can a public limited company be converted from a private company?

Yes. A private company can become public by passing a special resolution, altering its articles, increasing members to seven and directors to three, and filing the conversion with the Registrar. See our private-to-public conversion service.

## Official sources

- Ministry of Corporate Affairs — MCA21 portal: https://www.mca.gov.in/

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This is general information, not advice for your specific facts.