Public Limited Company Registration in India — Complete Guide
The Public Limited Company (PLC) is ideal for medium to large businesses that want to raise capital from the public. This guide explains PLC features, requirements, advantages, disadvantages, registration steps under the Companies Act, 2013, taxation aspects and post-incorporation compliance.
7 members, 3 directors (one resident Indian).
No minimum paid-up capital (post-2015).
Companies Act, 2013; SEBI rules if listed.
What is a Public Limited Company?
A Public Limited Company is a company registered under the Companies Act, 2013 that can raise capital from the public through shares and debentures. It must have at least seven members and three directors and is subject to higher transparency and compliance standards.
Key Features
- Members: Minimum 7 shareholders (no maximum limit).
- Directors: Minimum 3, maximum 15 (at least one resident director).
- Limited Liability: Shareholders’ liability limited to unpaid share value.
- Separate Legal Entity: Company is distinct from its members.
- Transferability of Shares: Shares are freely transferable subject to law.
- Raising Capital: Through IPO/FPO/private placements.
- Regulation: Governed by Companies Act, 2013; SEBI rules apply if listed.
Relevant Legal Provisions
- Section 2(71) — Definition of Public Company
- Section 3 — Formation of companies
- Section 149 & 152 — Directors’ rules
- Section 179 — Powers of the Board
- Sections 129 & 137 — Financial statements & ROC filing
Advantages
- Access to large-scale public capital.
- Limited liability protection for shareholders.
- Perpetual succession and enhanced brand recognition.
- Ease of share transfer and growth potential.
Disadvantages
- Higher compliance burden (ROC, SEBI, audits).
- Loss of privacy — financials and shareholding disclosed publicly.
- Costlier incorporation and maintenance.
- Risk of hostile takeovers due to free transferability.
Public Limited Company vs Private Limited Company
| Feature | Public Limited Company | Private Limited Company |
|---|---|---|
| Members | Min 7, no max | 2–200 |
| Directors | Min 3 | Min 2 |
| Share Capital | Can raise from public | Cannot raise from public |
| Compliance | High | Moderate |
Eligibility Criteria
- At least 3 directors (one resident in India).
- Minimum 7 shareholders.
- DIN & DSC for directors.
- Unique name approved by MCA (RUN/SPICe+).
- Registered office in India.
Step-by-Step Registration Process
- Obtain DSC — for directors to sign electronically.
- Obtain DIN — apply via DIR-3 (if not already allotted).
- Name Approval — RUN or SPICe+ Part A.
- File SPICe+ — INC-32/Spice+ with director, shareholder, capital details.
- Draft MOA & AOA — submit with the application.
- Certificate of Incorporation — ROC issues COI and CIN on approval.
- PAN & TAN — typically generated automatically with COI.
Post-Registration Compliance
- Appoint an auditor within 30 days (Form ADT-1).
- Hold first board meeting within 30 days of incorporation.
- Maintain statutory registers (members, directors, charges).
- Conduct Annual General Meeting and file annual returns (AOC-4, MGT-7).
- File corporate income tax returns and statutory audits.
Taxation
- Corporate tax rates applicable as per the Income Tax Act (e.g., concessional rates under Sections 115BAA/115BAB where applicable).
- Minimum Alternate Tax (MAT) may apply in certain cases.
- Dividends taxed in shareholders’ hands as per current tax provisions.
Why Choose RegistrationMART?
RegistrationMART offers end-to-end assistance for Public Limited Company registration including MOA/AOA drafting, capital structuring advice, SEBI compliance guidance for listed companies, tax planning and ongoing compliance support to ensure smooth operations.
