How many members are needed?

A public limited company requires a minimum of 7 subscribers to the MoA under Section 3(1)(a) of the Companies Act, 2013. There is no upper limit on the number of members.

What is the minimum capital?

Section 2(71) proviso sets a minimum paid-up capital of ₹5 lakh for a public company. Practically, the authorised capital is set higher (₹10 lakh–₹1 crore) depending on the business plan.

How many directors are required?

Minimum 3 directors (Section 149(1)(a)), at least one of whom must be resident Indian. Maximum 15 directors; further directors require special resolution.

What is the difference between a public and private company?

A public company can raise capital from the public through prospectus, has no limit on members, must hold 4 Board meetings per year (vs 4 for Pvt Ltd too but with different quorum), and faces stricter disclosure requirements under SEBI LODR if listed.

What is the role of SEBI in public companies?

SEBI regulates listed public companies under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 — quarterly financial results, related-party disclosures, minimum 50% independent directors, woman director, audit committee, etc.

Can a public company be unlisted?

Yes. A public limited company need not be listed. Unlisted public companies are governed by MCA only; listed entities are subject to additional SEBI and stock-exchange regulations.

Is prospectus mandatory?

A prospectus is mandatory only if the company invites public subscription to shares (Section 23 of Companies Act). Unlisted public companies raising capital from private placement file PAS-4/PAS-5 under Section 42.

What is the penalty for late filing of MGT-7?

Section 92(5) prescribes a fine of ₹50,000 to ₹5 lakh on the company and ₹1,000 per day on each defaulting officer under Section 450. Additional fee per Table under Companies (Registration Offices and Fees) Rules, 2014 also applies.

Editor's pickStartup

Public Limited Company Registration

Looking to file for public limited company registration? I-Pro Solutions offers structured documentation review, government portal filing and status tracking.

Statutory basis: Companies Act, 2013 — Sections 2(71) (definition), 3(1)(a) (formation), 4, 5, 7, 149, 152, 153, 165 (max 20 directorships), 257 (right of members to appoint director).

Turnaround

7–14 Working Days

₹

Starts from

₹15,799

Money-back accuracy

Guaranteed

Total starting from

₹15,799

Professional + estimated government fee

Professional fee₹13,799 starts with

Government fee (est.)₹2,000 - ₹3,000

Turnaround7–14 Working Days

Money-back accuracy. CA/CS specialist. Tracked client portal.

CONFIRMEDverified 25 Aug 2026

Dedicated specialist

CA-led, named point of contact

Tracked client portal

Real-time status, end-to-end

Money-back accuracy

Refile-free if our error

Flat-fee pricing

No hidden charges, ever

About this service

Public Limited Company Registration is a key regulatory filing administered by Ministry of Corporate Affairs (MCA); Securities and Exchange Board of India (SEBI) if listed; stock exchanges (NSE/BSE) for listing.. Filing is executed via SPICe+ (INC-32) Part A + Part B; INC-33 (e-MoA); INC-34 (e-AoA) based on Table F of Schedule I; AGILE-PRO-S; INC-26 (statement in lieu of prospectus — for unlisted public company raising capital without prospectus); INC-21 (public offer — replaced by SEBI prospectus filing for listed public issue). under Companies Act, 2013 — Sections 2(71) (definition), 3(1)(a) (formation), 4, 5, 7, 149, 152, 153, 165 (max 20 directorships), 257 (right of members to appoint director); Companies (Incorporation) Rules, 2014; Securities Contracts (Regulation) Act, 1956 (SCRA) for listed public companies; SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 for listed entities.. Our specialist-led team ensures full compliance with statutory documentation, eligibility verification, and expedited government approval.

Eligibility & thresholds

Minimum

Minimum 7 subscribers to MoA (Section 3(1)(a))
minimum 3 directors (max 15)
no maximum cap on members (Section 2(71) — "public company" means not a private company)

Maximum

Single individuals cannot form a public company. Small company status under Section 2(85) is not available to public companies. Section 8 companies are technically public companies but exempt from several provisions. Banking/insurance/NBFC public companies require RBI/IRDAI licence.

Statutory floor

Adherence to governing Act
Transparent statutory fee schedule
Mandatory periodic audit disclosures

What's included

Everything in one transparent fee — no add-ons, no surprises.

Investor-Centric AOA Drafting

If you plan to raise institutional funding, standard Articles of Association (AOA) will not suffice. Venture capitalists demand specific clauses regarding right of first refusal (ROFR), tag-along/drag-along rights, and anti-dilution provisions. Our elite corporate lawyers draft sophisticated AOAs that anticipate future funding rounds, preventing costly and time-consuming structural overhauls when you secure term sheets.

Complex Multi-Founder Structuring

Co-founder disputes are the leading cause of early-stage startup failure. We don't just register your company; we advise on optimal equity splits, director roles, and authorized capital distribution. We provide templates for Co-Founder Agreements and vesting schedules, ensuring that the foundational relationship between partners is legally documented and aligned for long-term stability.

Rapid SPICe+ Processing Engine

Time is of the essence for startups. We utilize an advanced compliance engine that preemptively validates all data entered into the SPICe+ (INC-32) form. By cross-referencing PAN databases, checking DIN eligibility, and formatting registered office proofs perfectly, we eliminate typographical errors that typically cause frustrating ROC resubmission delays, ensuring first-pass approval.

Strategic Authorized Capital Advisory

Determining your initial Authorized Share Capital is a delicate balance. Set it too low, and you'll immediately face high fees to increase it during your first seed round. Set it too high, and you pay unnecessary upfront government stamp duty. We analyze your 12-to-18-month funding roadmap to recommend the exact optimal capital structure that minimizes immediate costs while accommodating your immediate growth.

ESOP Implementation Framework

Attracting top-tier talent in the startup ecosystem often requires offering Employee Stock Ownership Plans. A Private Limited Company is the only structure that efficiently supports this. As part of our premium advisory, we structure your initial cap table to accommodate a future ESOP pool seamlessly, ensuring you are ready to incentivize your founding team.

Comprehensive Post-Incorporation Toolkit

Receiving the Certificate of Incorporation is just the starting line. Within the first 30 to 180 days, you must open a bank account, appoint a statutory auditor (ADT-1), and file the Commencement of Business (INC-20A). We provide a complete post-incorporation execution service, handling these mandatory compliance milestones so you can focus entirely on product development and sales.

Government Fee Breakdown

Government charges only — separate from I-Pro's professional fee. All figures verified as of 25 August 2026.

Fee Component	Amount (₹)	Basis / Authority
Public Limited Company Registration Statutory Fee	₹2,000 - ₹3,000	Official government fee schedule (separate from professional fee)Statutory Authority
Total Government Fee	₹2,000 - ₹3,000	(for default assumptions stated below)

Government charges only — separate from I-Pro's professional fee. Verified 25 August 2026.

Required documents

Each list identifies exactly what to provide — and what you do not need to submit. Use the accordions to expand.

›All Pvt Ltd documents (Section 1) plus: — All Pvt Ltd documents (Section 1) plus:
›Statement in lieu of prospectus (INC-26) if raising capital from public without issuing prospectus; — Statement in lieu of prospectus (INC-26) if raising capital from public without issuing prospectus;
›Declaration of compliance with Section 73 (deposits) if applicable; — Declaration of compliance with Section 73 (deposits) if applicable;
›For listed: draft prospectus, SEBI observation letter, stock-exchange in-principle approval. — For listed: draft prospectus, SEBI observation letter, stock-exchange in-principle approval.

How it works

Each step is labelled with who performs it — Customer, I-Pro, or the Regulator. Form names are linked to the official portal.

1
Customer⏱ 1 - 3 Days
Step 1: **Customer / I-Pro**
**Customer / I-Pro**: DSC for ≥ 3 directors.
2
I-Pro⏱ 1 - 3 Days
Step 2: **I-Pro**
**I-Pro**: SPICe+ Part A name reservation ₹1,000.
3
I-Pro⏱ 1 - 3 Days
Step 3: **I-Pro**
**I-Pro**: Draft e-MoA (INC-33) with 7 subscribers, e-AoA (INC-34) per Table F.
4
I-Pro⏱ 1 - 3 Days
Step 4: **Customer / I-Pro**
**Customer / I-Pro**: Subscribers sign INC-9; directors sign DIR-2.
5
I-Pro⏱ 1 - 3 Days
Step 5: **I-Pro**
**I-Pro**: File SPICe+ Part B with e-MoA, e-AoA, AGILE-PRO-S.
6
I-Pro⏱ 1 - 3 Days
Step 6: **MCA**
**MCA**: RoC scrutiny → issues COI with "Limited" suffix (not "Private Limited").
7
I-Pro⏱ 1 - 3 Days
Step 7: **I-Pro**
**I-Pro**: File INC-20A within 180 days.
8
I-Pro⏱ 1 - 3 Days
Step 8: **I-Pro**
**I-Pro**: File ADT-1 for auditor appointment within 30 days.
9
Regulator⏱ 1 - 3 Days
Step 9: **Customer / I-Pro**
**Customer / I-Pro**: If listing contemplated — file DRHP with SEBI, obtain in-principle approval from NSE/BSE, file prospectus with RoC (SEBI LODR compliance).

Post-registration compliance

What to file next. I-Pro handles these as part of the annual compliance package.

Filing	Form	Deadline
- Section 450: ₹100 per day for default. - Secti Penalty: - Section 450: ₹100 per day for default. - Section 92: MGT-7 — ₹100 per day. - Section 137: AOC-4 — ₹100 per day. - Section 117: MGT-14 (Board resolutions) — ₹100 per day + ₹5,000 to ₹1 lakh fine (s.117(2)). - Section 92(5): MGT-7 — fine ₹50,000 to ₹5 lakh. - SEBI LODR Reg 27/30/33: penalty ₹1 lakh per day (capped at ₹1 crore) under SEBI Act Section 15A.	`Incorporation 2–7 working days (no SLA). Listing t`	- Section 450: ₹100 per day for default. - Section 92: MGT-7 — ₹100 per day. - Section 137: AOC-4 — ₹100 per day. - Section 117: MGT-14 (Board resolutions) — ₹100 per day + ₹5,000 to ₹1 lakh fine (s.117(2)). - Section 92(5): MGT-7 — fine ₹50,000 to ₹5 lakh. - SEBI LODR Reg 27/30/33: penalty ₹1 lakh per day (capped at ₹1 crore) under SEBI Act Section 15A.

Penalties for non-compliance

Statutory penalties under governing regulatory provisions. Avoid non-compliance delays.

Non-compliance	Provision	Penalty
- Section 450: ₹100 per day for default. - Secti	Incorporation 2–7 working days (no SLA). Listing t	- Section 450: ₹100 per day for default. - Section 92: MGT-7 — ₹100 per day. - Section 137: AOC-4 — ₹100 per day. - Section 117: MGT-14 (Board resolutions) — ₹100 per day + ₹5,000 to ₹1 lakh fine (s.117(2)). - Section 92(5): MGT-7 — fine ₹50,000 to ₹5 lakh. - SEBI LODR Reg 27/30/33: penalty ₹1 lakh per day (capped at ₹1 crore) under SEBI Act Section 15A.

Common mistakes to avoid

Avoidable filing errors that cause delays or rejection. Each can be resolved before submission.

1
Mismatched applicant legal name or identity details across KYC proofs
Why: Government verification APIs cross-check with UIDAI and MCA databases and automatically flag discrepancies in spelling or dates.
Fix: Our specialists pre-validate your documents against official government databases before portal filing.
2
Submitting outdated utility bills or non-notarized commercial leases
Why: Premises proofs older than 60 days or defective landlord NOCs trigger statutory scrutiny queries and multi-week processing delays.
Fix: We verify recent billing dates and provide pre-formatted, legally vetted landlord NOC and lease formats.
3
Selecting incorrect classification, turnover slab, or statutory activity code
Why: Applications filed under inappropriate classifications attract show-cause notices and potential rejection without statutory fee refund.
Fix: We conduct a statutory scope assessment to align your application with the exact regulatory requirements.

Frequently asked questions

Everything you need to know about this service.

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