
Setting up a Public Limited Company
A Public Limited Company is a widely preferred business structure in India, especially for enterprises looking to expand and raise capital. Governed by the Companies Act, 2013, it provides a well-defined legal framework, ensuring transparency, limited liability, and greater credibility.
Whether you are a growing business or an established enterprise planning to go public, registering as a Public Limited Company offers significant advantages, including easier access to capital through public investment, enhanced trust among stakeholders, and legal protection for shareholders, making it an ideal choice for large-scale business growth.
A Public Limited Company is a type of business entity in India governed by the Companies Act, 2013. It allows shares to be freely traded, provides a separate legal identity, and offers limited liability protection to its shareholders.
Any individual or group of individuals can register a Public Limited Company, provided there are at least three directors and seven shareholders. Both individuals and entities can act as shareholders.
Minimum Number of Directors: At least three directors are required, with a maximum of 15 directors.
Minimum Number of Shareholders: At least seven shareholders are required, with no upper limit on the number of shareholders.
Minimum Capital: There is no mandatory minimum capital requirement, but the company must have an authorized and paid-up capital.
Registered Office: A registered office address is mandatory, supported by proof such as a rental agreement or utility bill.
The following documents are required:
PAN card of the directors and shareholders
Aadhaar card or other identity proof
Address proof (e.g., utility bills or bank statements)
Passport-size photographs
Proof of registered office address (e.g., rental agreement or sale deed)
Email ID and mobile numbers
The registration process typically takes 15–20 working days, depending on the submission of complete documents and approvals from the Government.
Director: A director is responsible for managing the company’s daily operations and decision-making. They are appointed by shareholders.
Shareholder: A shareholder owns shares in the company, representing their ownership stake. They may or may not be involved in management.
No, a Public Limited Company requires at least three directors and seven shareholders. If you want to start a business alone, you may consider registering a One Person Company (OPC).
Post-registration, a Public Limited Company must comply with:
Appointment of Auditor
Commencement of Business
Issuance of Share Certificates to shareholders
Annual filing of financial statements and returns with the Registrar of Companies (ROC)
Holding board meetings and shareholder meetings as per legal requirements
Maintaining statutory registers and company records
Compliance with SEBI regulations (if listed)
GST, TDS, and income tax filings, as applicable
Yes, foreign nationals and entities can register a Public Limited Company in India, subject to compliance with Foreign Direct Investment (FDI) guidelines and regulatory approvals.
Once the company is incorporated, you will receive the Certificate of Incorporation, PAN, and TAN. You can then:
Open a corporate bank account
Apply for GST registration
Issue shares to raise capital
Commence business operations
The cost varies based on factors like authorized capital, professional fees, and government charges. Contact us for a detailed quote based on your specific needs.
Do's
For Shareholders:
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Understand Shareholding Rights:
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Familiarize yourself with rights like voting, receiving dividends, and inspecting company records.
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Participate in Meetings:
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Attend Annual General Meetings (AGMs) or Extraordinary General Meetings (EGMs) to stay informed about the company's progress.
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Stay Updated on Resolutions:
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Be aware of decisions requiring shareholder approval, such as issuing new shares or amending the Articles of Association (AoA).
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Transfer of Shares:
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Comply with the transfer process outlined in the company’s AoA.
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For Directors:
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Obtain a Director Identification Number (DIN):
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Ensure your DIN is active and updated in the Ministry of Corporate Affairs (MCA) database.
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Board Meetings:
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Conduct the first board meeting within 30 days of incorporation and hold at least 4 board meetings annually (1 every quarter).
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Maintain Statutory Records:
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Ensure registers like the register of members, directors, and share transfers are updated.
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Compliance Filings:
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File annual returns, financial statements, and other periodic filings (like DIR-3 KYC, MGT-7, and AOC-4) with the Registrar of Companies (RoC).
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Ensure Tax Compliance:
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Deduct and deposit TDS, file GST returns, and adhere to other tax obligations.
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Ensure Proper Governance:
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Implement internal controls, ensure transparency, and prevent conflicts of interest.
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For CEO & CFO:
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Strategic Planning:
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Develop and execute business strategies to achieve the company's goals.
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Financial Oversight:
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Ensure proper maintenance of financial records, budget adherence, and timely audits.
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Regulatory Compliance:
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Stay informed about legal and financial regulations affecting the company.
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Stakeholder Communication:
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Regularly update directors and shareholders on financial performance and other critical matters.
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Performance Monitoring:
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Monitor the company’s operations and take corrective measures when necessary.
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Don'ts
For Shareholders:
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Interfere in Management:
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Avoid micromanaging the day-to-day operations; this is the directors’ responsibility.
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Ignore Company Notices:
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Failing to respond to company resolutions or voting can affect your interests.
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Transfer Shares Arbitrarily:
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Follow the AoA’s stipulated procedure for transferring shares to avoid legal disputes.
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For Directors:
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Non-Compliance with Legal Duties:
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Failing to maintain records or submit returns can lead to penalties.
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Conflict of Interest:
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Avoid engaging in transactions where personal interests conflict with the company’s interests.
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Neglect Corporate Social Responsibility (CSR):
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If applicable, ensure CSR obligations are met (required for companies exceeding thresholds in turnover, net worth, or profit).
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Default on Statutory Payments:
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Ensure timely payment of taxes, PF, ESI, and other dues.
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For CEO & CFO:
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Mismanagement of Funds:
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Avoid misuse or misallocation of company resources.
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Delay in Financial Reporting:
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Ensure timely preparation and submission of financial reports to prevent non-compliance.
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Ignore Risk Management:
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Overlooking risks like market competition, cybersecurity, or compliance issues can be detrimental.
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Underestimate Stakeholder Expectations:
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Ignoring feedback from stakeholders, including employees and customers, can harm the company’s reputation.
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Limited Liability
Protection
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Shareholder liability is limited to the amount invested in company shares.
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Personal assets remain protected, even if the company incurs losses or faces legal disputes.
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This reduces financial risk, making it an attractive option for investors.
Tax Advantages and Government Incentives
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Public Limited Companies can benefit from lower corporate tax rates compared to individual income tax rates.
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They are eligible for tax deductions, depreciation benefits, and exemptions under various government schemes.
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Certain sectors receive subsidies, tax holidays, and incentives to promote industry growth and employment.
Opportunities for Global Expansion
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A Public Limited Company can enter foreign markets, establish subsidiaries, and engage in cross-border mergers and acquisitions.
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Listing on international stock exchanges allows access to global investors and expansion capital.
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It can form strategic alliances with multinational companies, increasing its market reach.
Separate Legal
Entity
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A Public Limited Company enjoys a distinct legal identity, separate from its owners and shareholders.
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It can own property, sign contracts, borrow funds, initiate lawsuits, or face legal action in its own name.
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This ensures that the company can operate independently from the personal affairs of its shareholders.
Easy Transferability of Shares
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Shares of a Public Limited Company are freely transferable, allowing investors to buy and sell shares without disrupting business operations.
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This provides higher liquidity for shareholders, making investments in a PLC more attractive.
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The company can attract a large pool of domestic and international investors due to easy share transferability.
Better Debt Financing Options
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Banks and financial institutions are more willing to lend to Public Limited Companies due to their strong regulatory framework.
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The ability to issue corporate bonds, convertible debentures, and other debt instruments provides additional financing options.
Unlimited Fundraising and Access to Public Investment
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Unlike private companies, a Public Limited Company can issue shares to the general public, allowing unrestricted fundraising.
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It is more attractive to investors, venture capitalists, financial institutions, and the public, helping in securing large-scale investments.
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The company can issue additional shares, bonds, and debentures, ensuring multiple avenues for financing.
Stringent Corporate Governance for Transparency
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A Public Limited Company must comply with applicable Act, Regulations, ensuring accountability and transparency.
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Regular audits, disclosures, and compliance reports reduce fraud risks and improve investor confidence.
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A well-structured board of directors ensures professional management, benefiting the company’s growth and stability.
Facilitates Mergers, Acquisitions, and Strategic Partnerships
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Public Limited Companies are more attractive for mergers and acquisitions due to their well-structured ownership and financial transparency.
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They can collaborate with other corporations, acquire startups, or be acquired by larger firms, accelerating business growth.
Perpetual Succession and Business Continuity
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The company’s existence is not affected by the departure, insolvency, or death of shareholders or directors.
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Shares can be freely traded, ensuring continuous business operations and ownership transferability.
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This makes a Public Limited Company a stable and long-term business structure.
Ability to Attract and Retain Top Talent
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Public Limited Companies can offer Employee Stock Ownership Plans (ESOPs), which help attract, retain, and motivate skilled employees.
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Competitive compensation structures and stock options increase employee loyalty and productivity.
Access to Government Contracts and Large-Scale Projects
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Public Limited Companies qualify for bidding on large government projects, infrastructure developments, and corporate contracts.
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Many public sector organizations prefer listed companies due to their compliance standards and financial stability.
