Public Limited Company Registration — Requirements, Process and How It Differs from a Private Company
Quick answer: A public limited company needs at least seven members and three directors (with at least one resident in India), a name ending in "Limited", and is incorporated through SPICe+ with its MOA and AOA; the Companies Act sets no minimum paid-up capital. Unlike a private company, its shares are freely transferable, it can invite the public to subscribe through a prospectus and list on an exchange, and it has no cap on members. The price is heavier compliance: more board and committee requirements, a whole-time company secretary once paid-up capital reaches ₹10 crore, and tighter rules on directors, related-party transactions and disclosures. Many founders incorporate privately and convert to public later with a special resolution and Form INC-27.
Last verified 5 October 2026 — rules on this page checked against the current notifications. We update it the day a rule changes.
Public vs private at a glance
| Point | Public limited | Private limited |
|---|---|---|
| Minimum members | Seven (no maximum) | Two (maximum 200) |
| Minimum directors | Three | Two |
| Share transfer | Freely transferable | Restricted by the articles |
| Public subscription / listing | Permitted | Not permitted |
| Name suffix | "Limited" | "Private Limited" |
| Company secretary | Whole-time CS required from ₹10 crore paid-up capital | Required only at higher thresholds |
| Compliance load | Higher — committees, disclosures, stricter related-party and remuneration rules | Lighter |
Process
- Name approval in SPICe+ Part A; DSC and DIN for at least three directors (one resident in India)
- MOA and AOA drafted for a public company; subscriber details of seven members; registered-office proof
- SPICe+ Part B with the certificate of incorporation; PAN and TAN issue with it; stamp duty on MOA/AOA by state — see the state examples on our Section 8 page and Delhi, Gurugram, Noida and Patna pages
- Within 180 days of incorporation, INC-20A declaration of commencement and subscription of capital; then bank account, GST, auditor within 30 days of incorporation and the annual cycle in annual filing
When to choose it — and when not to
- Choose public when you expect to raise money from many investors, list on an SME platform or exchange, or the sector or a joint venture partner requires it
- Do not choose it just for prestige — a private company can be converted to public later (special resolution, altered articles, INC-27) when the need arises, and the compliance cost is real
- Compare the options in Pvt Ltd vs LLP vs OPC; foreign parents see Indian subsidiary
What we do
- Structure advice, MOA/AOA drafting, SPICe+ filing, board and statutory registers, auditor appointment
- Private-to-public conversion, listing-readiness gap analysis, secretarial compliance
Dates, forms and thresholds are quoted from the governing Act, rules and official portals; where a figure changes by notification or year, the page says so and we confirm it at filing rather than estimate.
Need it in writing? Founders, shareholders, NDA, employment, vendor, rent and lease agreements.
Changing the company? Registered office, name, MOA/AOA, PAS-3, SH-4 and LLP agreement — forms and time limits.
Director compliance: DIN, DSC and DIR-3 KYC — now once every three years.
Talk to us before you file anything
Frequently asked questions
What is the minimum number of members for a public company?
Seven, with no upper limit on members.
How many directors does a public company need?
At least three, of whom at least one must have stayed in India for 182 days or more in the previous year.
Is there a minimum capital for a public company?
The Companies Act does not prescribe a minimum paid-up capital; sectoral rules, banks or investors may require one.
Can a private company become public?
Yes — by a special resolution, alteration of the articles and filing of Form INC-27 with the Registrar.
Can a public company raise money from the public?
Yes, through a prospectus and, subject to SEBI rules, listing on a stock exchange.
What is the name suffix?
"Limited" for a public company and "Private Limited" for a private company.
Is a company secretary mandatory?
A whole-time company secretary is required for a public company once paid-up capital reaches ₹10 crore.
Should a startup start as a public company?
Usually no — start private and convert if public fundraising or listing becomes realistic.