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Home / Company Law & Secretarial Services / Public Company Registration
Last updated: 2 October 2026
A public limited company can raise capital from the public and list on an exchange. It also carries the heaviest governance load in Indian company law — independent directors, secretarial audit and a whole-time Company Secretary all switch on at defined thresholds. Expertvuw’s team incorporates it and maps which of those you will trigger, and when.
A public company is defined at Section 2(71) of the Companies Act, 2013 essentially by what it is not: a company that is not a private company. It may invite the public to subscribe to its securities, it has no cap on membership, and its shares are freely transferable. A private company that is a subsidiary of a public company is treated as a public company.
The practical entry requirements are modest — seven members, three directors, no minimum paid-up capital since the 2015 amendment. The cost is not in incorporation. It is in what switches on as the company grows.
At ₹10 crore of paid-up capital, ₹100 crore of turnover, or more than ₹50 crore of aggregate outstanding loans, debentures and deposits, a public company must appoint at least two independent directors. At ₹10 crore of paid-up capital it must employ a whole-time Company Secretary. At ₹50 crore of paid-up capital or ₹250 crore of turnover it must obtain a secretarial audit report in Form MR-3 from a Company Secretary in practice. None of this applies to a private limited company at the same size.
Incorporate as public when you intend to raise from the public, list, or operate in a sector that requires it. Do not incorporate as public because it sounds larger.
Minimum members to incorporate a public company. There is no upper limit.
Minimum directors, against two for a private company. At least one must be resident in India.
Minimum paid-up capital. The statutory floor was removed by the 2015 amendment.
Paid-up capital at which two independent directors, and a whole-time Company Secretary, become mandatory.
Turnover at which two independent directors become mandatory, whatever the paid-up capital.
Paid-up capital at which a secretarial audit in Form MR-3 becomes mandatory — or ₹250 crore of turnover.
Public company obligations do not arrive gradually. They switch on the day a threshold is crossed, measured against the last audited financial statements.
Independent directors, a whole-time Company Secretary and secretarial audit are each triggered by figures in your last audited financial statements. A company that crosses ₹10 crore of paid-up capital mid-year is expected to have the appointments in place, not to discover the obligation when the auditor raises it.
A public company cannot restrict the transfer of its shares, and its Articles must reflect public-company provisions on general meetings, board composition and related-party approvals. Articles copied from a private company template create conflicts that surface during due diligence or a fundraise.
Seven members, three directors, mandatory AGMs, and a governance load that escalates with size — none of which a private limited company carries at the same scale. If you are not raising from the public or listing within a realistic horizon, incorporate private and convert later.
The deciding question is whether you will offer securities to the public or list. If not, a private limited company gives you the same limited liability with materially lighter governance.
Raising from the public, listing, or operating where the sector requires it. Seven members, three directors, freely transferable shares — and escalating governance obligations as you grow.
Two or more shareholders, private investment, ESOPs. The structure venture and private equity investors actually use, with no independent-director or secretarial-audit obligation at ordinary size.
Partner-run firms with no plan to raise equity. Lightest compliance of the corporate forms, but it cannot issue shares or list.
A private company can be converted into a public company when the need is real. For most businesses this is cheaper than carrying public-company governance from day one.
We test whether a public company is genuinely required — public offer, listing or sectoral mandate — then run name availability and a trademark screen.
Three or more directors and seven or more subscribers means more KYC than a private company, and it is usually what sets the timeline. Foreign directors’ documents go for apostille on day one.
SPICe+ Part A filed, with the approved name holding for 20 days. Articles drafted as public-company articles, not a private template with the restrictions deleted.
The integrated filing: incorporation, DIN, PAN, TAN, EPFO, ESIC, bank account and GSTIN where you have opted in.
CIN, PAN and TAN are issued together, with the certificate, MOA and AOA and the full incorporation set handed over in one pack.
INC-20A filed, first auditor appointed within 30 days, statutory registers opened, board calendar set for the minimum four meetings a year. Typical timeline: 10–20 working days to incorporation.
These are measured against the figures in your last audited financial statements. Each is an appointment or an audit you must have in place, not a filing you can catch up on.
Required once paid-up capital reaches ₹10 crore, turnover reaches ₹100 crore, or aggregate outstanding loans, debentures and deposits exceed ₹50 crore.
A company with paid-up share capital of ₹10 crore or more must employ a whole-time Company Secretary.
Required for every listed company, and for a public company with paid-up capital of ₹50 crore or more, or turnover of ₹250 crore or more. The report is annexed to the Board’s report.
Required for listed companies, and for public companies with paid-up capital of ₹100 crore or more, or turnover of ₹300 crore or more.
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A public limited company needs a minimum of seven members to incorporate, with no upper limit, and a minimum of three directors. At least one director must have stayed in India for not less than 182 days in the previous financial year. A private limited company, by contrast, needs only two members and two directors — which is one of the main practical reasons most businesses incorporate private and convert later if they actually need public status.
There is no minimum paid-up capital requirement for a public limited company. The earlier ₹5 lakh floor was removed by the Companies (Amendment) Act, 2015. What matters commercially is that ₹10 crore of paid-up capital is the level at which two independent directors and a whole-time Company Secretary both become mandatory, so capital structure and governance cost should be planned together rather than separately.
A public company must appoint at least two independent directors once it has paid-up share capital of ₹10 crore or more, or turnover of ₹100 crore or more, or aggregate outstanding loans, debentures and deposits exceeding ₹50 crore. The figures are taken as they exist on the last date of the latest audited financial statements. Listed companies have their own, stricter composition requirements on top of this.
No. A public limited company and a listed company are not the same thing. A public company is one that may invite the public to subscribe to its securities and whose shares are freely transferable; listing is a separate step involving a public offer, a prospectus and an exchange. Most public companies in India are unlisted. What you gain by incorporating public is the legal ability to raise from the public — what you take on immediately is the governance regime that comes with it.
Secretarial audit is an independent audit of a company’s compliance with company law and other applicable laws, carried out by a Company Secretary in practice and reported in Form MR-3, which is annexed to the Board’s report. It is mandatory for every listed company, and for every public company with paid-up share capital of ₹50 crore or more or turnover of ₹250 crore or more. It is not a financial audit — it examines whether the company followed the procedural law governing its meetings, filings, registers and approvals.
ACS – Director, Expertvuw Management Pvt Ltd
Incorporation documents are prepared and filed on the MCA portal by Expertvuw’s team. Certifications that the law reserves for practising professionals are issued by independent practising professionals engaged for your case.