Public or private?
| Point | Private limited | Public limited |
|---|---|---|
| Members | 2 to 200 | 7 or more, no maximum |
| Directors | At least 2 | At least 3 |
| Share transfer | Restricted by the articles | Freely transferable |
| Raising money from the public | Not allowed | Allowed, subject to SEBI and company law |
| Governance | Lighter | More — independent and woman directors, committees and secretarial audit above thresholds |
Most businesses start as private companies and convert later. A public company from the start makes sense where the business needs many shareholders, plans a public issue, or is required by a regulator or scheme to be public.
Governance that applies as the company grows
| Requirement | Applies when |
|---|---|
| Two independent directors | Paid-up capital of ₹10 crore or more, turnover of ₹100 crore or more, or loans and deposits above ₹50 crore |
| A woman director | Paid-up capital of ₹100 crore or more, or turnover of ₹300 crore or more |
| Secretarial audit | Paid-up capital of ₹50 crore or more, turnover of ₹250 crore or more, or bank/FI borrowings of ₹100 crore or more |
| Audit committee and nomination and remuneration committee | Where independent directors are required |
These are the thresholds under the Companies Act rules as they stand; we check them against the company's figures every year.
Documents required
- PAN, Aadhaar and address proof of each director and subscriber.
- Passport-size photographs and contact details.
- Registered office address proof and the owner's no-objection letter.
- Proposed names, main objects and capital structure.
- For corporate subscribers: board resolution and incorporation documents.
The process
DSC and name
Digital signatures for directors and the name reserved through SPICe+ Part A.
Draft MOA and AOA
Objects and articles drafted for a public company.
File SPICe+
Incorporation, DIN, PAN, TAN, EPFO, ESIC and bank account in one integrated filing.
Certificate of incorporation
Issued by the ROC with the CIN.
Post-incorporation
First auditor within 30 days, INC-20A within 180 days, and board meetings.
Practical notes from our engagements
- Seven members found on paper only. Members should be genuine, and each needs KYC. Nominee arrangements create problems later.
- Governance thresholds crossed unnoticed. Once paid-up capital or turnover crosses a threshold, independent directors and committees are needed within the time allowed.
- INC-20A missed. It's due within 180 days and carries a penalty on the company and its officers.
How we handle public company registration
We incorporate through SPICe+, draft the constitutional documents for a public company, and set up the first-year compliance: auditor appointment, INC-20A, statutory registers and board meetings.
Related services
Frequently asked questions
How many directors does a public company need?
At least three, with at least one resident in India — someone who stayed in India for 182 days or more in the financial year.
How many shareholders does a public company need?
At least seven. There's no upper limit.
Is there a minimum capital for a public company?
No. The statutory minimum was removed in 2015.
Can a public limited company raise money from the public?
It can, subject to the Companies Act and SEBI rules. An unlisted public company raising money by private placement follows the private placement rules.
Does a public company need independent directors?
An unlisted public company does once it crosses the thresholds in the rules — for example, paid-up capital of ₹10 crore or turnover of ₹100 crore.
Can a private company convert into a public company?
Yes, by altering its articles and name by special resolution and filing with the ROC.