Raise capital publicly, full ROC compliance

Category: Business Registration. From ₹14,999. Typical timeline: 15–20 days.

Overview

A Public Limited Company registration creates a corporate structure that can raise capital from the public through share offers and list on stock exchanges, subject to significantly higher governance and disclosure obligations than a private company. It suits businesses planning large-scale fundraising, an eventual IPO, or operations that require the credibility of a widely-held corporate structure.

Who needs it

• Businesses planning to raise capital from a large investor base or pursue an IPO
• Established private companies converting to access public capital markets
• Infrastructure, manufacturing or financial services businesses needing large-scale funding
• Promoters seeking wider public credibility and easier share transferability

Eligibility

• Minimum seven shareholders and three directors are required
• Minimum paid-up capital as prescribed (no statutory minimum currently, but adequate capital structuring is advised)
• At least one director must be a resident of India (stayed in India for 182+ days in the preceding financial year)
• Name must end with "Limited" and comply with RoC name guidelines

Documents required

• PAN and Aadhaar of all directors and shareholders
• Proof of registered office address
• Digital Signature Certificates of directors
• MoA and AoA reflecting public company provisions
• Details of proposed share capital structure

Process

1. Name reservation — Apply for name approval via SPICe+ Part A ensuring compliance with public company naming norms.
2. DSC and DIN — Obtain DSC for all proposed directors and DIN as part of the SPICe+ form.
3. Drafting MoA/AoA — Prepare incorporation documents reflecting public company governance provisions.
4. SPICe+ filing and incorporation — File SPICe+ Part B with AGILE-PRO; RoC issues the Certificate of Incorporation with CIN.

Government fees

• SPICe+ incorporation filing: As per MCA fee schedule — depends on authorised capital
• Stamp duty on MoA/AoA: Varies by state
• DSC for directors: As per certifying authority charges

Professional fee

Kanoons charges ₹14,999 for public limited company incorporation, covering drafting, DSC/DIN coordination and RoC filings.

Timeline

Incorporation typically takes 15–20 working days given the additional directors and shareholder documentation required compared to a private company.

Deliverables

• Certificate of Incorporation with CIN
• MoA and AoA
• PAN and TAN of the company
• Board resolution templates for first board meeting

Frequently asked questions

Does a public company need to be listed on a stock exchange?

No, a public company can remain unlisted while still being subject to public company compliance norms; listing is a separate, optional step involving SEBI regulations.

What is the minimum number of directors required?

A public limited company must have a minimum of three directors on its board.

Can a private company convert into a public company?

Yes, through a special resolution and RoC filing under Section 14 of the Companies Act, subject to meeting public company requirements.

Common mistakes

• Underestimating the higher disclosure and board composition requirements versus a private company
• Not planning for independent directors or audit committee requirements where applicable
• Delaying statutory register and minute book setup after incorporation
• Ignoring the need for a company secretary once paid-up capital crosses prescribed thresholds

Penalties for non-compliance

• Non-compliance with annual filing (AOC-4, MGT-7) attracts additional fees of up to 12 times the normal fee
• Failure to appoint a whole-time company secretary where mandated attracts penalty under Section 203 of the Companies Act
• Non-compliance with board meeting and disclosure norms can attract penalties under respective sections of the Act

Legal references

• Companies Act, 2013, Section 2(71) — definition of a public company
• Companies Act, 2013, Section 149 — board composition requirements
• SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 — applicable only if the company chooses to list