Business Setup · Company & Entity Formation in India
Public Limited Company Formation
A Public Limited Company is the most powerful corporate structure available under Indian law — the only form that can raise capital from the general public, list on a recognised stock exchange, and offer securities freely to an unlimited number of shareholders.
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A Public Limited Company is the most powerful corporate structure available under Indian law — the only form that can raise capital from the general public, list on a recognised stock exchange, and offer securities freely to an unlimited number of shareholders. It is also the most demanding to operate: SEBI oversight, continuous disclosure obligations, and a compliance burden that increases sharply once you cross listing thresholds. At PNPC Global, we have advised founders, promoters, and CFOs on Public Limited Company formation, conversion from Private Limited, pre-listing restructuring, and annual compliance management since 1986. We do not just file your incorporation forms. We prepare your governance architecture — the MOA, AOA, board composition, internal controls, and compliance systems — to withstand the scrutiny that comes with public corporate life.
What it costs
No hidden charges. The exact figure is set in your engagement letter.
Under Section 2(71) of the Companies Act 2013, a public company is defined as a company that is not a private company — meaning it does not restrict the right to transfer its shares, does not limit its number of members, and does not prohibit an invitation to the public to subscribe for its securities or debentures. A public company may have any number of shareholders. It must have a minimum of seven members and at least three directors. It can freely offer its shares and debentures to members of the public, subject to compliance with SEBI regulations if it is a listed company, and with the Companies Act 2013 prospectus provisions for unlisted public companies.
The critical distinction between a Public Limited Company and a Private Limited Company is not merely the number of shareholders — it is the legal permission to access public capital. A Private Limited Company is restricted to a closed circle of investors; a Public Limited Company may raise money from anyone, anywhere in India, provided it follows the statutory disclosure and prospectus regimes. This makes a Public Limited Company the natural final destination for businesses that plan to list on the BSE, NSE, or any recognised stock exchange, or that wish to raise deposits from the public, issue debentures to the public, or become the holding structure for a large multi-shareholder enterprise.
For regulatory purposes, every subsidiary of a public company is itself deemed to be a public company, regardless of what its own constitutional documents say. This means founders building a group structure — a holding company with operating subsidiaries — must factor in the compliance obligations of a public company for every entity in the group if the holding company is public. This is not a theoretical nuance; it directly affects audit requirements, disclosure obligations, board composition requirements, and capital-raising permissions for every company in the group.
An unlisted public company and a listed public company are both 'Public Limited Companies' under the Companies Act 2013, but they operate under dramatically different regulatory regimes. An unlisted public company must comply with the Companies Act 2013 in full — including mandatory statutory audit, more complex share transfer provisions, and more stringent governance requirements than a Private Limited Company — but it is not subject to continuous SEBI disclosure requirements. A listed public company is subject to all of the above plus SEBI (LODR) Regulations 2015, SEBI (ICDR) Regulations 2018 for new issues, mandatory corporate governance reports, quarterly financial results, related party transaction approvals, independent director requirements, and stock exchange reporting. The decision to operate as a public company therefore carries governance obligations from Day 1, not just from the date of listing.
When a Public Limited Company is the right structure
Planning an IPO — listing on BSE, NSE, SME Platform, or any recognised stock exchange requires the entity to be a Public Limited Company
Raising capital from the general public via prospectus, rights issue, or public debenture offering — legally requires a Public Limited Company form
Building a large-member business where the 200-shareholder ceiling of a Private Limited Company is insufficient — e.g. employee stock ownership with a large workforce, cooperative-style structures, or broad-based family businesses
Converting an existing Private Limited Company ahead of an IPO or institutional listing process — the conversion itself requires becoming a Public Limited Company before SEBI registration
Operating as a Non-Banking Financial Company (NBFC), infrastructure company, or other sector where regulators require or strongly prefer the public company form
Subsidiary of a foreign listed company where the parent's global governance standards require a public company structure in India
Businesses accepting public deposits under Section 73 of the Companies Act 2013 — only public companies satisfying specific eligibility criteria may accept deposits from members of the public
Promoter groups seeking to give early employees, strategic partners, or community stakeholders freely transferable equity without the restriction-of-transfer requirement that applies to Private Limited Companies
When a Public Limited Company is likely wrong for you
Early-stage startup with no immediate IPO plan and fewer than 200 shareholders — a Private Limited Company is faster, cheaper to run, and has a simpler compliance burden; convert to Public when the listing plan is concrete
Professional services firm (law, CA, architecture, consulting) — LLP is typically more appropriate; public company governance overhead is rarely justified in a partnership-model business
Solo or family-controlled business with no intention of ever diluting to public shareholders — OPC or Private Limited Company with appropriate family governance provides adequate protection without public company compliance cost
Businesses sensitive to the deemed-public-subsidiary rule — if any operating subsidiary would become a public company by association with a public holding entity, and that subsidiary is not ready for public company obligations, the structure requires careful advance planning
Founders who want to maintain full information confidentiality — public companies face disclosure requirements that Private Limited Companies do not; unlisted public companies must still file audited accounts that are publicly accessible on MCA
How Public Limited stacks up against alternatives
| Feature | Public Ltd | Pvt Ltd | LLP | OPC |
|---|---|---|---|---|
| Minimum members | 7 shareholders | 2 shareholders | 2 partners | 1 member |
| Maximum members | Unlimited | 200 shareholders | Unlimited | 1 member |
| Minimum directors | 3 directors | 2 directors | N/A (designated partners) | 1 director |
| Personal liability | Protected to paid-up capital | Protected to paid-up capital | Protected to contribution | Protected to paid-up capital |
| Public capital raising | Yes — prospectus, IPO, NCDs to public | No — closed circle only | No | No |
| Stock exchange listing | Yes — BSE, NSE, SME Platform | Not permitted (must convert first) | No | No |
| Share transferability | Freely transferable (subject to AOA) | Restricted by Articles | Not shares — contribution transfer restricted | Non-transferable |
| SEBI oversight (if listed) | Yes — LODR, ICDR, PIT regulations | No | No | No |
| Minimum directors independent (if listed) | As per SEBI LODR — at least 1/3 of board | Not applicable | Not applicable | Not applicable |
| Statutory audit | Always mandatory | Always mandatory | Above ₹40L turnover | Always mandatory |
| Effective tax rate | ~25.17% (Sec 115BAA) | ~25.17% (Sec 115BAA) | ~30% + remuneration deduction | ~25.17% |
| Annual MCA filings | AOC-4, MGT-7, plus listed-entity disclosures | AOC-4, MGT-7 | Form 8, Form 11 | AOC-4, MGT-7 |
| Minimum board meetings per year | 4 board meetings (Section 173) | 4 board meetings (Section 173) | No mandatory meetings | 1 meeting (simplified) |
| Annual General Meeting | Within 6 months of FY end — mandatory | Within 6 months of FY end — mandatory | Not required | Not required |
| FDI eligibility | Most sectors — automatic route | Most sectors — automatic route | RBI approval in some sectors | Not permitted |
| Compliance cost (annual estimate) | High — ₹2L–₹6L+ for unlisted; higher for listed | Moderate — ₹70K–₹1.8L | Lower — ₹40K–₹1.2L | Low — ₹40K–₹80K |
Compliance costs above are indicative for companies with up to ₹5 crore in turnover. Listed public companies face SEBI quarterly reporting, internal audit, secretarial audit, and corporate governance obligations that add materially to cost. The right structure depends on your capital-raising roadmap, timeline to listing, board composition, and sector.
| # | Stage & What PNPC Does | CA Advice Portals Never Give | Timeline |
|---|---|---|---|
| 1 | Pre-Incorporation Strategy — Full business model and listing-readiness consultation | We start with the question portals never ask: Is a Public Limited Company actually right for you today, or should you incorporate as Private Limited and convert when you have a concrete listing date? We assess your funding roadmap, shareholding structure, sector, and governance readiness. Many promoters form a Public Limited Company years before they need it, accumulating unnecessary compliance overhead. Others wait too long and then scramble to convert with inadequate preparation time. The right timing depends on your specific situation. | Day 1 — Senior CA consultation, 90 minutes minimum |
| 2 | Name Clearance — MCA, Trademark, and sectoral approval check | A Public Limited Company name must end with 'Limited' (not 'Pvt. Ltd.'). Certain words — National, India, Bharat, Government, Enterprise, Industrial, Bank, Finance — require special Ministry approval or generate RoC scrutiny. We run simultaneous MCA, IP India trademark, and sectoral word restriction checks. We also check your preferred name against any existing listed company names to avoid confusion objections from SEBI at a later stage. | Day 2–4 — 2 name options submitted simultaneously via SPICe+ Part A or RUN |
| 3 | MOA Drafting — Objects clause structured for your current and future activities | The Memorandum of Association for a Public Limited Company requires the same precision as for a Private Limited Company, with additional considerations: if you plan to accept public deposits, the objects must support it; if you plan a specific line of business requiring a regulatory licence (NBFC, insurance intermediary, infrastructure), the objects must use the precisely correct statutory language. A generic objects clause may survive incorporation but create problems at SEBI registration or RBI licence application. | Day 3–6 — Drafted and reviewed by senior CA. Client review cycle before submission. |
| 4 | AOA Drafting — Governance architecture for a public company | The Articles of Association for a Public Limited Company cannot import the same restricted-transfer and limited-member provisions that define a Private Limited Company's AOA. The AOA must address: share capital and class rights, rights of free transferability, quorum for general meetings (minimum 5 members for public company vs 2 for private), proxy rights, dividend declaration process, and (for pre-listing stage) any special reserved-matters provisions agreed with anchor investors or PE funds. We draft this from scratch — not from a template. | Day 3–6 — Parallel with MOA drafting |
| 5 | DSC Procurement and DIN for All Directors | All 3 or more directors require a Digital Signature Certificate. Directors who do not already have a DIN receive one via the SPICe+ process itself. Foreign directors need their identity documents apostilled and face additional verification requirements. For promoters incorporating from the UAE or other GCC countries, PNPC's Dubai office coordinates the apostille and identification document chain to eliminate back-and-forth with Indian embassies. | Day 4–8 — Coordinated by PNPC across all directors including NRI/foreign directors |
| 6 | SPICe+ Filing — Complete integrated filing with PAN, TAN, GST, EPFO, ESIC, PT | SPICe+ is the single integrated form covering company name reservation, MOA, AOA, DIN allotment, PAN, TAN, GST, EPFO, ESIC, and (in some states) Professional Tax registration. We prepare, review, and submit the complete form. All director declarations, subscriber sheets, and MOA/AOA are attached as authenticated documents. We manage all MCA queries in real time — they arise on average in 20–30% of filings, most from address or name similarity issues that we pre-screen but cannot fully prevent. | Day 7–18 — Certificate of Incorporation (COI) issued with CIN after MCA approval |
| 7 | INC-20A — Commencement of Business Declaration | This is the post-incorporation obligation most commonly missed. INC-20A certifies that all subscribers have paid up their share capital and that a bank account has been opened in the company's name. It must be filed within 180 days of the COI date. For a Public Limited Company with 7 or more subscribers, coordinating capital payment from all subscribers into the company bank account before the bank account is formally opened requires careful sequencing. PNPC manages this coordination and files INC-20A proactively — not on the last day. | Within 180 days of COI — PNPC initiates at Day 90 of the 180-day window |
| 8 | First Statutory Audit Setup — Auditor appointment and accounting framework | Auditor appointment (Form ADT-1) must be made within 30 days of incorporation. For a Public Limited Company, the first auditor is appointed by the Board to hold office until the conclusion of the first AGM; the auditor appointed at that AGM then holds office for a five-year term without needing annual re-ratification (the annual AGM-ratification requirement was removed by the Companies (Amendment) Act 2017). The accounting system setup at this stage is critical: chart of accounts, cost centre structure, inter-company transaction framework if there is a group, and TDS compliance calendar. Errors in Year 1 accounting are typically discovered only at the first statutory audit — by which point correction is expensive. | Within 30 days of COI — ADT-1 filed automatically by PNPC |
| 9 | First AGM Setup and Secretarial Infrastructure | A Public Limited Company must hold its first Annual General Meeting within 9 months of the close of its first financial year (for the first year only; thereafter within 6 months). All AGM procedures must comply with the Companies Act 2013 — notice periods, quorum, proxy, ordinary and special resolutions, and minutes. For a company planning to list, the AGM also provides the first opportunity for public-company governance practices to be formally recorded. PNPC sets up your secretarial infrastructure — board meeting templates, AGM notices, resolution drafting, and minutes — from Day 1. | Ongoing — first AGM typically 9–15 months after incorporation |
| 10 | Promoter Restructuring and Cap Table Clean-Up for Pre-Listing Companies | For companies converting from Private Limited or restructuring in advance of an IPO, the cap table must be clean: all share allotments documented, all transfers properly stamped and recorded, no unofficial share arrangements, no pending regulatory filings. SEBI's DRHP review process will expose every historical cap table irregularity. PNPC conducts a thorough historical MCA filing audit and recommends corrections before any SEBI engagement begins. | Pre-listing stage — typically 18–36 months before IPO filing |
| 11 | SEBI Liaison and DRHP Preparation Support (for IPO-track companies) | The Draft Red Herring Prospectus (DRHP) is the cornerstone document for an IPO. PNPC's role in DRHP preparation is the financial statements, accounting policies, related party transaction disclosure, and working capital statement that investment bankers require. We work alongside your investment bank and legal counsel as the CA firm of record — preparing the audited financial statements, reports required under SEBI (ICDR) Regulations, and responding to SEBI observations on financial matters. | IPO track — typically begins 12–24 months before target listing date |
| 12 | Post-Listing Compliance Management (for listed companies) | Listed companies face quarterly financial result filings (within 45 days of quarter end, 60 days for annual), continuous disclosure obligations, related party transaction approvals, insider trading compliance (PIT Regulations), board composition maintenance (SEBI LODR Chapter IV), annual secretarial audit (Form MR-3), annual internal audit, and SEBI-mandated corporate governance reports. PNPC manages the full compliance calendar as a retained engagement — each obligation initiated in advance, none missed. | Year-round — every quarter, every year after listing |
Incorporation timeline: COI typically within 15–20 working days of SPICe+ submission, assuming documents are in order. End-to-end from first consultation to fully operational company: 5–8 weeks. IPO track timelines are substantially longer and depend on financial year-end audit cycles, SEBI processing time, and market conditions.
PAN Card — self-attested. The name on PAN must exactly match the name on Aadhaar — even a single character mismatch causes DSC verification failure and delays the entire filing
Aadhaar Card — must be linked to an active mobile number for OTP-based video verification
Passport-sized photograph — white background, taken within the last 3 months
Proof of current residential address — electricity bill, water bill, or bank statement dated within the last 2 months. Rental agreement alone is not accepted by MCA as standalone address proof
Personal email ID — not a shared business address — used for DIN registration, MCA portal, and income tax communications
Mobile number linked to Aadhaar for OTP verification
Declaration in Form DIR-2 (consent to act as director) and Form INC-9 (declaration by subscriber/director) — PNPC prepares both and coordinates execution
For NRI directors: Valid passport apostilled by the Indian Embassy in the country of residence + overseas address proof notarised by a local notary authority
For foreign national directors (non-Indian citizen): All identity and address documents apostilled by the competent authority in the home country — PNPC coordinates the specific requirements by country
DIN (Director Identification Number) — if not already held, obtained through the SPICe+ process itself; PNPC tracks and coordinates this for each director
PAN Card and Aadhaar for all individual subscribers
Current residential address proof — utility bill or bank statement within 2 months
Subscriber sheet of MOA and AOA — signed with wet signature in the correct format specified by MCA; PNPC prepares the subscriber sheets and coordinates execution across all 7+ subscribers
Declaration under Form INC-9 (declaration of subscriber) — prepared and coordinated by PNPC
For corporate subscribers (Indian companies): Board Resolution authorising the subscription + Certificate of Incorporation + PAN of the subscribing company + authorised signatory identity and address proof
For foreign corporate subscribers: Certificate of Incorporation from the home jurisdiction + Board Resolution authorising the subscription + authorised signatory identity proof — all apostilled or notarised as per the home country's process. Foreign subscriber investment constitutes FDI and requires Form FC-GPR within 30 days of share allotment
Bank account details for each subscriber — required to demonstrate payment of subscription money into the company's account before INC-20A is filed
Utility bill in the property owner's name (electricity, gas, telephone) — dated within the last 2 months. Bills older than 2 months are rejected by MCA
If rented: Registered rent agreement + No Objection Certificate (NOC) from the property owner — the NOC must be on the owner's letterhead with original signature; verbal or email consent is not accepted
If the registered office is in a property owned by a director or promoter: Sale deed or property tax receipt in their name + NOC from that individual
If using a virtual or co-working office: Rent agreement from the virtual office provider + their NOC on company letterhead — PNPC can recommend verified virtual office providers in Chennai, Bangalore, and Hyderabad where RoC address verification is consistently clean
Address must be an actual physical address — P.O. Box addresses are not accepted by MCA for company registered office
Note: The registered office can be changed after incorporation but each change requires a Board resolution, RoC filing, and payment of applicable fee — getting it right at incorporation avoids this administrative cost
2–3 proposed company names in order of preference, along with the significance of each name — PNPC conducts a multi-layered clearance check (MCA, IP India, listed company names, restricted words) before submitting
Detailed plain-language description of business activities — PNPC translates this into the legally precise MOA objects clause, covering current activities and foreseeable future diversification without creating unnecessarily broad objects that invite RoC query
Proposed authorised share capital and issued share capital at incorporation — for a Public Limited Company, the authorised capital must accommodate not just the current 7 subscribers but any pre-IPO investor rounds, ESOP schemes, and public issue tranches. PNPC advises the appropriate authorised capital based on your roadmap
Proposed shareholding split and percentage for each of the 7+ founding subscribers — this is the founding cap table; for pre-IPO companies, PNPC reviews it for promoter holding adequacy (SEBI requires minimum promoter holding post-IPO), lock-in compliance, and investor-readiness
Details of any class rights, preference shares, or convertible instruments proposed — the AOA and MOA must accommodate these from Day 1 or amendment costs arise later
Financial year — April to March strongly recommended for alignment with Indian tax and audit cycles
Main industry / sector — determines if any additional regulatory licences are required alongside incorporation (RBI for NBFC, IRDA for insurance, SEBI for intermediaries)
Audited financial statements for all prior years — SEBI DRHP requires 3 years of restated, ICAI-compliant financial statements prepared under the supervision of the statutory auditor
Details of all historical share allotments, transfers, and buybacks — PNPC conducts an MCA filing audit to verify every historical share transaction is reflected correctly in the company's MCA records before SEBI engagement
Existing shareholder agreements and investor agreements — reviewed by PNPC to identify provisions that conflict with Companies Act 2013 requirements applicable to a public company or SEBI LODR requirements applicable post-listing
Internal financial controls documentation — SEBI DRHP requires management's assessment of internal financial controls; PNPC assists in establishing the documented control framework required
List of all related parties and related party transactions for the prior 3 years — required for prospectus disclosure and reviewed by SEBI carefully
Existing intellectual property registrations (trademarks, patents, copyrights) — IP must be formally assigned to the company if it was developed by promoters personally; unassigned IP is a common SEBI query in DRHP filings
Litigation disclosure documentation — all pending legal proceedings, regulatory notices, and tax demands must be disclosed; PNPC assists in preparing the factual framework for the legal team to structure the disclosure
First Board Meeting agenda and board resolutions — covering auditor appointment, bank account opening authority, signing authority designation, common seal (if adopted), and commencement of business declaration
Form ADT-1 — formal appointment of statutory auditor, filed within 30 days of incorporation
INC-20A — Commencement of Business Declaration, filed within 180 days of COI date
Statutory registers — Register of Members, Register of Directors and KMP, Register of Charges, Register of Contracts with Related Parties (Form MBP-1) — PNPC sets these up in proper format from Day 1
Annual compliance calendar populated for the first financial year — every Board meeting date, AGM window, AOC-4 and MGT-7 due dates, TDS quarterly dates, GST filing schedule, and DIR-3 KYC deadline
Minute book setup for Board and general meetings — all minutes drafted by PNPC from first meeting, signed within the statutory time limit
| Phase | Triggered By | PNPC CA Guidance | Risk If Ignored |
|---|---|---|---|
| Structure Decision (Pre-incorporation) | Intent to form a public company | Most critical decision point. Should you incorporate as Public Ltd now, or as Private Ltd and convert? The conversion route is viable but involves stamp duty, MCA filings, shareholder approvals, and a gap period during which your company is technically transitioning. If you have a concrete listing date within 3 years, incorporate Public Ltd from Day 1 to avoid this cost. If the listing plan is beyond 3 years or uncertain, Private Ltd first is typically more efficient. | Premature public company incorporation → 3–5 years of unnecessarily high compliance cost. Delayed conversion → inadequate preparation time before SEBI DRHP submission. |
| Incorporation (Day 1–30) | Decision confirmed, structure chosen | Name clearance (MOA, trademark, listed companies), MOA objects drafted for public company, AOA drafted with public company-appropriate governance, DSC for all 3+ directors, SPICe+ filed. For 7+ subscribers, subscriber sheets coordinated across all parties — a logistical challenge that portals cannot manage. | Template MOA/AOA that require expensive amendment before first investor round. Missed DSC for a foreign director holds up entire filing. |
| Commencement (Day 30–180) | COI received | INC-20A coordination: all 7 subscribers must have paid subscription money into company bank account before filing. Bank account setup with authority matrix. Auditor appointment via ADT-1. GST registration. Accounting system setup from transaction #1. First Board Meeting. | INC-20A missed → company cannot operate + company liable to a penalty of ₹50,000 + every officer in default liable to ₹1,000/day of continuing default (capped at ₹1 lakh per officer) under Section 10A(2) + strike-off risk. ADT-1 missed → additional MCA filing fees escalating with delay, plus exposure to penalty under Section 137. |
| First Year Operations (Month 1–12) | Business activities begin | Quarterly Board meetings (Section 173 — minimum 4 per year, no gap exceeding 120 days between two consecutive meetings). TDS on every applicable payment. GST compliance. Director remuneration structure. Advance tax. Annual audit preparation from Month 9. | Board meeting gaps > 120 days → officer in default liable under Section 173. TDS defaults → 18% interest + penalty + disallowance of expense. GST mismatches → notices, penalties, blocked ITC. |
| First AGM (Month 9–15) | End of first financial year | First AGM must be held within 9 months of the close of the first financial year (for subsequent years, 6 months). AOC-4 filed within 30 days of AGM, or 29 October whichever is earlier. MGT-7 filed within 60 days of AGM, or 29 November whichever is earlier. PNPC prepares all AGM documents — notice, agenda, director's report, auditor's report, financial statements. | AGM not held → Section 96 violation, ₹1 lakh fine on company + ₹1 lakh fine on each officer in default + Registrar can call AGM. Late AOC-4/MGT-7 → ₹100/day/form, no cap. |
| Annual Compliance Cycle (Every Year) | 31 March FY end | Statutory audit, ITR-6, AOC-4, MGT-7, four Board meetings, AGM, DIR-3 KYC by 30 September, TDS reconciliation, GST annual return, secretarial audit (if applicable threshold is met), internal audit (if threshold met). PNPC manages the full calendar proactively. | ₹100/day/form — no cap. Three consecutive default years → director disqualification under Section 164(2). Company becomes liable for MCA strike-off action. |
| Pre-IPO Restructuring (18–36 months before listing) | Decision to file DRHP with SEBI | Cap table audit — every share allotment, transfer, and ESOP exercise traced and verified. All MCA filings current. Promoter holding structure reviewed for SEBI minimum holding compliance. Related party transactions documented. IP assigned to company. Internal financial controls framework established. Statutory audit reports for 3 years restated if needed under SEBI ICDR. | Undisclosed historical share transfer discovered in SEBI review → DRHP rejection or delay. Missing MCA filing → RoC must regularise before SEBI can proceed. IP not assigned → SEBI observation on material asset not owned by issuer. |
| SEBI DRHP Filing and Review | DRHP submitted to SEBI | PNPC prepares financial statements in the format required by SEBI ICDR Regulations 2018 (Chapter III — disclosures). Responds to SEBI observations on financial and accounting matters. Working capital statement, capitalisation statement, issue proceeds utilisation schedule — all prepared by PNPC in coordination with investment bankers. Certificate of financial statements by statutory auditor filed with SEBI. | SEBI observations on financial statements delay the IPO by months. Errors in working capital statement require refiling. Incorrect promoter contribution disclosures require amendment. |
| IPO Open Period | SEBI approval received, listing schedule set | Red Herring Prospectus (RHP) financial data finalised and certified. ASBA mechanism set up through bankers. Price band financial modelling inputs provided. PNPC reviews all financial statements in the final RHP before submission to stock exchanges. | Last-minute financial statement error in RHP → regulatory action. Undisclosed related party in RHP → investor complaint, SEBI investigation. |
| Post-Listing — Listed Company Compliance | Listing on BSE / NSE | SEBI LODR obligations: board composition maintained (minimum independent directors), audit committee, nomination and remuneration committee, stakeholders' relationship committee. Quarterly financial results within 45 days of quarter end (standalone + consolidated). Annual report within 60 days of AGM. Continuous disclosure of material events. Annual secretarial audit. Related party transaction approvals at board and shareholder level. Insider trading compliance (PIT Regulations 2015). | Delayed quarterly results → stock exchange fine + SEBI enforcement. Insider trading violation → criminal prosecution under SEBI Act + civil penalties. Undisclosed material event → SEBI investigation + investor liability. |
| Rights Issues and Further Public Offers | Need for additional capital post-listing | Rights issue under Section 62 read with SEBI ICDR Regulations. Bonus issue resolution and capitalisation. Further Public Offer (FPO) if large capital raise. Qualified Institutional Placement (QIP) for faster institutional capital. PNPC assists in preparing the financial statements and accountant's certificate required for each offer document. | Non-compliant share allotment → void allotment, refund obligation, SEBI action. Missing FC-GPR for foreign subscriber share allotment → RBI compounding. |
| Conversion from Private Limited (if applicable) | Private Limited converting to Public Limited ahead of IPO | Conversion requires: special resolution of shareholders, amendment to MOA and AOA to remove all private company restrictions, change to name (drop 'Private', add 'Limited'), RoC filing of Form INC-27 with Altered MOA/AOA, new Certificate of Incorporation from RoC, compliance with all public company requirements from date of conversion. PNPC manages the full conversion process — shareholder meeting, MOA/AOA amendment, RoC filing. | Conversion not completed before SEBI DRHP filing → SEBI cannot process. AOA still containing private company restrictions post-conversion → invalid public company constitution. |
What is a Public Limited Company in plain terms — and how does it differ from a Private Limited Company?
A Public Limited Company is a corporate entity that can freely offer its shares and raise capital from any member of the public. A Private Limited Company can only offer shares to a closed group of known investors and is restricted to a maximum of 200 shareholders. The Public Limited Company removes both these restrictions — unlimited shareholders, no restriction on transfer, and the legal ability to issue a prospectus inviting public subscription. The formal name must end with 'Limited' rather than 'Private Limited'.
What is the minimum number of shareholders and directors required for a Public Limited Company?
Minimum 7 shareholders (members) and minimum 3 directors. There is no maximum on shareholders. At least one director must be an Indian resident — a person who has been physically present in India for at least 182 days in the previous calendar year — as required under Section 149(3) of the Companies Act 2013.
Is there a minimum paid-up capital requirement for a Public Limited Company?
No. The Companies (Amendment) Act 2015 removed the minimum paid-up capital requirement for both Private Limited and Public Limited Companies. You may incorporate a Public Limited Company with any amount of paid-up capital, even ₹7 (₹1 per subscriber). In practice, your authorised share capital — the ceiling stated in your MOA — determines the stamp duty payable at incorporation and should be set to accommodate your projected share issuances for the next 18–24 months.
Can I first incorporate as a Private Limited Company and later convert to a Public Limited Company before my IPO?
Yes. Conversion from Private Limited to Public Limited is a well-defined process under Section 14 and 18 of the Companies Act 2013. It requires: a special resolution of shareholders to alter the MOA and AOA removing all private company restrictions, a name change (dropping 'Private'), and filing Form INC-27 with the Registrar of Companies. The RoC issues a new Certificate of Incorporation confirming the conversion. Once converted, all Public Limited Company obligations apply immediately.
Does a Public Limited Company automatically become eligible to list on a stock exchange?
No. Being a Public Limited Company is a necessary condition for listing, not a sufficient one. To list on BSE or NSE, you must additionally comply with SEBI (ICDR) Regulations 2018 — which govern the public issue process — and satisfy the listing eligibility criteria of the specific exchange, which include minimum net worth, track record, post-issue paid-up capital, and other exchange-specific requirements. For SME platforms (BSE SME, NSE Emerge), there are separate entry criteria with lower thresholds than the main board.
What is the SPICe+ process for Public Limited Company incorporation — and how does it work?
SPICe+ (Simplified Proforma for Incorporating Company electronically Plus) is the single integrated MCA form for company incorporation. It covers: name reservation (Part A), company registration with MOA and AOA (Part B), PAN and TAN allotment, GST registration, EPFO and ESIC registration, and in some states, Professional Tax registration. For a Public Limited Company, all 7 subscribers must sign the subscriber sheets either physically or via DSC, and all 3+ directors must have valid DSCs. PNPC prepares, reviews, and submits the entire SPICe+ filing and manages all MCA queries until the Certificate of Incorporation is issued.
What is INC-20A — and what are the consequences of missing it for a Public Limited Company?
INC-20A is the Declaration of Commencement of Business — a certificate signed by a director confirming that every subscriber has paid the value of shares agreed to, and that a bank account has been opened in the company's name. It must be filed within 180 days of the date of incorporation. Without a valid INC-20A, the company cannot lawfully commence any business or exercise any borrowing powers. Under Section 10A(2), the company is liable to a penalty of ₹50,000, and every officer in default is liable to a penalty of ₹1,000 for each day the default continues, subject to a maximum of ₹1,00,000 per officer. The company is also vulnerable to MCA action for strike-off.
How many board meetings is a Public Limited Company required to hold each year?
A minimum of 4 board meetings per year, with no gap exceeding 120 days between two consecutive meetings, as required under Section 173(1) of the Companies Act 2013. This applies to both listed and unlisted public companies. The first board meeting must be held within 30 days of the date of incorporation. Notice of at least 7 days must be given to all directors for each meeting (shorter notice permitted with consent of directors). Every meeting must have proper agenda, quorum, and minutes signed within 30 days.
When must a Public Limited Company hold its Annual General Meeting?
The AGM must be held within 6 months of the close of the financial year (Section 96 of the Companies Act 2013). For a company with a March 31 financial year end, the AGM must be held by September 30. For the first AGM after incorporation, a company may have up to 9 months from the close of its first financial year. The time gap between two successive AGMs must not exceed 15 months. Failure to hold an AGM allows any member to apply to the Tribunal to call one, and attracts penalties on the company and its officers.
What annual filings must a Public Limited Company submit to the Registrar of Companies?
Mandatory annual MCA filings include: AOC-4 (Annual Financial Statements) — within 30 days of AGM, or 29 October whichever is earlier; MGT-7 (Annual Return) — within 60 days of AGM, or 29 November whichever is earlier; DIR-3 KYC — for each director, by 30 September; MSME Form I — if outstanding dues to MSME vendors exceed 45 days, by 31 October and 30 April; and any other event-based filings arising during the year. For listed companies, SEBI LODR requires additional filings to the stock exchange — quarterly financial results within 45 days, annual report within 60 days of AGM, and various event-based disclosures.
Is a statutory audit mandatory for a Public Limited Company?
Yes. Statutory audit under Section 139 of the Companies Act 2013 is mandatory for every Public Limited Company, regardless of turnover, paid-up capital, or activity level — including dormant companies and companies in their first year of operations. The statutory auditor must be a Chartered Accountant or a firm of Chartered Accountants holding a valid Certificate of Practice from ICAI. The first auditor must be appointed by the Board within 30 days of incorporation (via Form ADT-1) and holds office until the conclusion of the first AGM; the auditor appointed at the AGM thereafter holds office for a five-year term (subject to rotation limits) without requiring annual ratification at each subsequent AGM — the annual-ratification requirement in the original Section 139(1) proviso was removed by the Companies (Amendment) Act 2017. Under Section 139(2), for listed companies and other specified public companies: an individual auditor cannot be appointed for more than one term of 5 consecutive years; an audit firm cannot be appointed for more than two terms of 5 consecutive years (i.e. 10 years in total), after which rotation to a new auditor is mandatory.
Is a secretarial audit required for Public Limited Companies?
Under Section 204 of the Companies Act 2013, a secretarial audit by a Practising Company Secretary (PCS) in Form MR-3 is mandatory for: every listed company; every public company with paid-up share capital of ₹50 crore or more; and every public company with a turnover of ₹250 crore or more. The secretarial audit report must be annexed to the Board's Report presented at the AGM. Additionally, as per a 2020 amendment, certain companies are required to appoint a whole-time Company Secretary (CS) as a Key Managerial Personnel.
What is the role of the SEBI (LODR) Regulations 2015 for a listed Public Limited Company?
SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 — known as LODR — govern every company listed on a recognised stock exchange in India. Key obligations include: board composition requirements (minimum number of independent directors, at least one woman director); mandatory committees (audit committee, nomination and remuneration committee, stakeholders' relationship committee for listed companies with paid-up capital above ₹10 crore); quarterly financial results to the exchange within 45 days of quarter end; annual report within 60 days of AGM; continuous disclosure of material events (Regulation 30); related party transaction approvals; and the Corporate Governance Report submitted annually. These obligations begin from the date of listing, not from the date of filing the DRHP.
What is the SEBI (PIT) Regulations 2015 — and does it apply to all Public Limited Companies?
SEBI (Prohibition of Insider Trading) Regulations 2015 apply specifically to listed companies and their designated persons — directors, officers, KMPs, and any person in possession of unpublished price sensitive information (UPSI). All such persons must be on the company's insider trading compliance list, are prohibited from trading during trading windows that are closed, and must pre-clear trades above specified thresholds. Violations attract criminal prosecution under the SEBI Act, disgorgement of profits, and monetary penalties. Unlisted public companies are not subject to PIT Regulations.
Can a foreigner or NRI be a director or shareholder of a Public Limited Company in India?
Yes. Foreign nationals and NRIs can be directors and shareholders of a Public Limited Company in India. At least one director must be a resident Indian (182 days in India in the previous calendar year). Foreign national directors need their identity documents apostilled and must comply with DSC video verification requirements. NRI and foreign shareholders investing by way of subscription to shares are making Foreign Direct Investment (FDI) under FEMA — Form FC-GPR must be filed with the RBI-authorised dealer bank within 30 days of each allotment.
Does a Public Limited Company need to comply with Foreign Exchange Management Act (FEMA) provisions?
Yes, whenever foreign investment or overseas transactions are involved. Key FEMA compliance for a Public Limited Company includes: Form FC-GPR within 30 days of share allotment to any non-resident or foreign investor; Annual Return on Foreign Liabilities and Assets (FLA Return) filed by 15 July if there is any outstanding FDI or ODI; FCTRS for secondary transfer of shares between resident and non-resident; and compliance with pricing guidelines under FEMA (Non-Debt Instruments) Rules 2019. Any contravention of FEMA provisions attracts compounding proceedings and penalties.
What is a prospectus — and when is it required?
A prospectus is a document issued by a Public Limited Company inviting members of the public to subscribe to its shares or debentures. Under the Companies Act 2013, a Public Limited Company intending to offer securities to the public must issue a prospectus prepared in accordance with the requirements of Section 26 and the SEBI (ICDR) Regulations 2018 (for listed company offers). The prospectus must disclose all material information about the company, including financial statements, risk factors, and use of proceeds. There is also a 'shelf prospectus' mechanism for companies making repeated public issues. An unlisted public company raising money from members only (rights issue) does not need a prospectus but must still comply with Section 42 (private placement) requirements if it is a private placement.
What is the minimum notice period for an AGM of a Public Limited Company?
Under Section 101 of the Companies Act 2013, an AGM requires a minimum of 21 clear days' notice to all members, directors, and auditors, unless a shorter notice is consented to in writing by members holding at least 95% of the paid-up share capital. For listed companies, SEBI LODR additionally requires that the notice be sent at least 21 days before the AGM and filed with the stock exchange simultaneously. The notice must include the agenda, proxy form, and for listed companies with large membership, e-voting instructions.
What is the quorum for a board meeting and a general meeting of a Public Limited Company?
For board meetings: quorum is one-third of total directors or 2 directors, whichever is higher (Section 174 of the Companies Act 2013). For general meetings (including AGM) of a Public Limited Company, Section 103(1)(a) sets a tiered quorum based on membership as on the date of the meeting: 5 members personally present if the total number of members does not exceed 1,000; 15 members if the membership is more than 1,000 but up to 5,000; and 30 members if the membership exceeds 5,000. This compares to 2 members for a Private Limited Company regardless of size. If the quorum is not present within 30 minutes of the scheduled meeting time, the meeting stands adjourned to the same time and place the following week (unless the Articles provide otherwise). If quorum is again not present, members present constitute the quorum.
What is the difference between an ordinary resolution and a special resolution — and when does a Public Limited Company need each?
An ordinary resolution is passed by a simple majority of votes cast (more than 50%). A special resolution requires at least 75% of votes cast in favour. Ordinary resolutions suffice for routine matters: appointing directors, approving financial statements, declaring dividends. Special resolutions are required for: altering the MOA (changing name, objects, or capital), altering the AOA, voluntary winding-up, issuing shares with differential voting rights, buyback of shares, reduction of capital, and numerous other significant decisions. For listed companies, many related party transactions also require shareholder approval by ordinary resolution, with interested parties excluded from voting.
What is a Promoter for a listed Public Limited Company, and what are the lock-in obligations?
A 'promoter' under SEBI (ICDR) Regulations 2018 includes persons who have been instrumental in the formation of the company, who hold or control shares in the company, and who are named as promoters in the offer documents. In an IPO, shares held by promoters are subject to lock-in — a period during which they cannot be sold: minimum 18 months lock-in for the minimum required promoter contribution (typically 20% of post-issue paid-up capital), and 6 months lock-in for the balance of pre-IPO promoter holdings. Promoter holdings below the minimum required contribution threshold must be locked in for 6 months from the date of allotment in the IPO.
What was angel tax — Section 56(2)(viib) — and has it been abolished?
Section 56(2)(viib) of the Income Tax Act 1961 — commonly called 'angel tax' — was a provision that taxed, as income from other sources, any consideration received by a closely held company for issue of shares in excess of the fair market value of those shares. The Finance Act 2023 extended the provision to cover share issuances to non-residents as well. However, the Finance Act 2024 abolished Section 56(2)(viib) with effect from April 1, 2025 (Assessment Year 2025–26 onwards). Angel tax no longer applies to share issuances made on or after April 1, 2025. For share issuances made before that date, the provision may still be relevant for pending assessments or appeals. The repeal removes a significant compliance and valuation burden for startups, pre-IPO companies, and unlisted public companies raising capital.
What is the minimum number of independent directors a listed Public Limited Company must have?
Under SEBI LODR Regulation 17 and Section 149(4) of the Companies Act 2013: every listed public company must have at least one-third of its total directors as independent directors (rounded up where not a whole number). Additionally, the listed company must have at least one woman director. If the chairperson of the board is a non-executive director who is not a promoter or related to the promoter, the company may have one-third independent directors; otherwise the minimum rises to at least half the board. All independent directors must be registered on the Indian Institute of Corporate Affairs (IICA) online proficiency self-assessment test portal.
Are there any mandatory committees required for a Public Limited Company?
Listed public companies must constitute: an Audit Committee (Section 177, SEBI LODR Regulation 18) with a majority of independent directors, chaired by an independent director, with at least one member having financial and accounting knowledge; a Nomination and Remuneration Committee (Section 178, LODR Regulation 19); a Stakeholders' Relationship Committee (Section 178(5), LODR Regulation 20) for companies with more than 1,000 shareholders. Companies with net worth above ₹500 crore or turnover above ₹1,000 crore or a net profit above ₹5 crore in the preceding financial year must also constitute a CSR Committee (Section 135).
What are the key differences in compliance obligations between an unlisted Public Limited Company and a listed Public Limited Company?
An unlisted Public Limited Company must comply with the Companies Act 2013 in full: statutory audit, AGM, 4 board meetings per year, AOC-4, MGT-7, DIR-3 KYC, and applicable event-based filings. A listed Public Limited Company bears all of the above plus: SEBI LODR quarterly financial results filings, continuous event-based disclosures, corporate governance report, board composition requirements with independent directors, mandatory board committees, insider trading compliance (PIT Regulations), annual secretarial audit, and stock exchange compliance. Annual compliance cost for an unlisted public company is broadly in the range of ₹2–6 lakh depending on complexity; for a listed company it is significantly higher and depends on the size of the company and complexity of transactions.
What is Corporate Social Responsibility (CSR) — and when does it apply to a Public Limited Company?
Under Section 135 of the Companies Act 2013, CSR obligations apply to any company — including Public Limited Companies — that in the immediately preceding financial year had: net worth of ₹500 crore or more, OR turnover of ₹1,000 crore or more, OR net profit of ₹5 crore or more. Qualifying companies must spend at least 2% of the average net profit of the preceding 3 financial years on CSR activities listed in Schedule VII of the Act. A CSR Committee of the board must be constituted (with at least one independent director for listed companies), a CSR policy prepared and published, and an annual CSR report annexed to the Board's Report.
What is Form SH-4 — and when does a Public Limited Company need to use it?
SH-4 is the Share Transfer Deed — the instrument through which shares in a company are transferred from one person to another. For a Public Limited Company, shares are freely transferable and SH-4 must be executed and delivered to the company within 60 days of the date of execution. The company must register the transfer within 30 days of receipt (Section 56). Stamp duty at 0.015% of the consideration (or market value, whichever is higher) must be paid on the SH-4, as prescribed under the Indian Stamp Act 1899 as amended by the Finance Act 2019 (effective July 1, 2020). The old rate of 0.25% was replaced by the current 0.015% rate under the consolidated stamp duty framework for transfer of securities. For listed companies, shares held in demat form are transferred electronically through the depository (NSDL or CDSL) without a physical SH-4.
How is a Public Limited Company wound up — what are the options?
A Public Limited Company can be wound up by: (1) voluntary liquidation under the Insolvency and Bankruptcy Code 2016 (IBC), where the company must be solvent and shareholders pass a special resolution, followed by appointment of an insolvency professional as liquidator; (2) insolvency proceedings under IBC initiated by a creditor, operational creditor, or the company itself; or (3) striking off by the RoC under Section 248 (only for dormant companies that have not commenced business or are not carrying on any business for 2 consecutive years). For listed companies, delisting from the stock exchange (under SEBI Delisting Regulations 2021) must precede any winding-up process.
Can a Private Limited Company raise money through an IPO?
No. To offer shares to the general public via an IPO, the company must first be converted into a Public Limited Company. The conversion requires a special resolution of shareholders, amendment to MOA and AOA, name change, and RoC filing. Only after the conversion is complete — evidenced by a new Certificate of Incorporation from the RoC — can the company proceed with SEBI DRHP filing and the IPO process. Planning your conversion timeline is critical: SEBI requires 3 years of audited financial statements from the company in its final form, and if the conversion happens mid-way, the restated financial statements for pre-conversion periods must reflect the company as if it were public during those periods.
What taxes does a Public Limited Company pay?
A domestic Public Limited Company is taxed on its net profit at the corporate tax rate. Under Section 115BAA of the Income Tax Act (optional concessional regime), the effective rate is approximately 25.17% (22% base rate + 10% surcharge + 4% health and education cess), provided the company forgoes certain deductions. Companies that have not opted for 115BAA pay tax at 30% plus applicable surcharge and cess — effective rate around 34.94% for companies with taxable income above ₹10 crore. In addition to income tax: GST on applicable supplies, TDS on all applicable payments, advance tax in 4 instalments, and Dividend Distribution Tax has been abolished — dividends are now taxed in the hands of shareholders.
What is the timeline to receive the Certificate of Incorporation (COI) for a Public Limited Company?
After all documents are prepared and submitted via SPICe+, the Certificate of Incorporation is typically issued by the Registrar of Companies within 15–20 working days, subject to MCA processing time and the absence of queries. Queries from the RoC — which arise in approximately 20–30% of filings — can add 5–15 additional working days depending on the nature of the query and the response turnaround. PNPC pre-screens all documents before submission to minimise query probability and responds to any queries on the same day they are received.
What is a Demat account — and why does a listed Public Limited Company need to maintain shares in demat form?
A Demat account (short for dematerialised account) holds securities in electronic form, eliminating physical share certificates. For listed companies in India, all shares must be held in demat form — physical certificates are not tradable on stock exchanges. The company must sign an agreement with a depository (NSDL or CDSL) and appoint a Registrar and Share Transfer Agent (RTA). From a SEBI directive applicable since 2018, even unlisted public companies are required to issue shares only in demat form for securities offered after the relevant date. Transfer of physical shares was also restricted in 2019.
What is the process for issuing ESOPs in a Public Limited Company?
Employee Stock Option Plans (ESOPs) in a Public Limited Company are governed by Section 62(1)(b) of the Companies Act 2013 and the rules thereunder. An ESOP scheme must be approved by a special resolution of shareholders. For listed companies, SEBI (Share Based Employee Benefits and Sweat Equity) Regulations 2021 apply. Key provisions: the exercise price must be determined at the time of grant, the vesting period must be at least 1 year, and the number of options granted under all schemes cannot exceed the limits prescribed by the board/shareholders. The company's CS/company secretary or a PNPC team member handles the quarterly and annual disclosures to the stock exchange for listed company ESOPs.
How does India-UAE Double Taxation Avoidance Agreement (DTAA) affect a Public Limited Company with UAE shareholders or operations?
The India-UAE DTAA provides: reduced withholding tax on dividends paid to UAE residents (rates to be confirmed per Treaty; treaty provides for beneficial rates compared to domestic withholding rates); protection against double taxation of business profits; provisions on permanent establishment that determine where business profits are taxed. For a Public Limited Company owned partly by UAE-based promoters or investors, dividends declared by the Indian company to UAE shareholders may benefit from reduced withholding tax under the DTAA, subject to the shareholder holding a Tax Residency Certificate (TRC) from the UAE Federal Tax Authority.
What is transfer pricing — and when does it become relevant for a Public Limited Company?
Transfer pricing rules under Sections 92–92F of the Income Tax Act apply when a company engages in 'international transactions' with associated enterprises — typically, related parties in other countries. If a Public Limited Company has a subsidiary abroad, a parent company abroad, or any related-party transactions with non-Indian entities (services, goods, loans, royalties, guarantees), transfer pricing documentation must be maintained and an accountant's report in Form 3CEB must be filed alongside the income tax return. Transactions must be priced at arm's length, supported by a Transfer Pricing Study prepared each year.
What is the cost of incorporating a Public Limited Company — and what does PNPC charge?
Government fees at incorporation depend on the authorised share capital stated in the MOA — there is a fee slab structure under the Companies (Registration Offices and Fees) Rules 2014 that increases with authorised capital. For small public companies with modest authorised capital, government fees are in the range of a few thousand rupees; for larger authorised capital they are higher. State stamp duty on the MOA and AOA subscriber sheets varies by state. PNPC charges a fixed, agreed professional fee for the end-to-end incorporation package — from pre-incorporation consultation through post-incorporation setup. The fee is confirmed in writing before any work begins.
My company is already incorporated as a Private Limited Company. Can we raise money from the public without converting?
No. A Private Limited Company is legally prohibited from inviting the public to subscribe to its shares or debentures and from making any public offer. Any such offer would be void and the company and its directors would be in violation of Sections 23 and 42 of the Companies Act 2013. To raise money from the public — via a prospectus or IPO — you must first convert to a Public Limited Company and then comply with SEBI (ICDR) Regulations. Private placements to a closed group of investors (maximum 200 in a rolling 12-month period) are permitted for Private Limited Companies but are not 'public' offers and are governed by Section 42.
Does incorporating as a Public Limited Company impose any immediate listing obligation?
No. Incorporation as a Public Limited Company does not obligate the company to list on any stock exchange. Many Indian companies operate as unlisted Public Limited Companies for years — or indefinitely. The decision to list is entirely separate from the decision to be a public company. Listing is initiated by the company on a voluntary basis by engaging a merchant banker (SEBI registered), preparing a DRHP, and filing with SEBI under SEBI (ICDR) Regulations 2018. The only legal obligation that arises from being a Public Limited Company is the compliance framework under the Companies Act 2013 — not a listing obligation.
What does PNPC's Public Limited Company incorporation package include?
Pre-incorporation advisory consultation — structure decision, name, MOA objects, governance design, NRI/FDI considerations. MCA, trademark, and listed company name clearance check. Custom Memorandum of Association drafted by a senior CA. Custom Articles of Association with public company-appropriate governance provisions. DSC coordination for all 3+ directors including NRI and foreign directors. Complete SPICe+ filing — preparation, review, submission, and query management until COI is issued. PAN and TAN activation tracking. Bank account opening document preparation. ADT-1 (auditor appointment) within 30 days. INC-20A tracking, coordination across all subscribers, and filing within the 180-day window. First Board Meeting agenda and minutes template. Annual compliance calendar for the first financial year. Direct CA contact by phone and WhatsApp. For IPO-track clients: pre-listing cap table audit, financial statement review, and SEBI engagement support are available as additional retained engagements.
Why should an IPO-bound company engage PNPC rather than a portal or a general CA firm?
IPO preparation requires a CA firm that has seen the full lifecycle of a public company — from incorporation through the SEBI DRHP process to post-listing compliance. The financial statements in a DRHP must be prepared, restated, and certified under the direct supervision of the statutory auditor. SEBI observations on financial matters — which are common in the DRHP review — require a CA who can respond with authority, not a junior representative of a large audit firm where the partner is unavailable. PNPC has operated since 1986. Our engagements are partner-led. We are present in both India and the UAE. And we take on a limited number of IPO-track engagements at any given time — precisely so we can give each one the attention it requires.
Can a Public Limited Company accept deposits from the public?
Certain categories of public companies may accept deposits from members of the public under Section 73 and Section 76 of the Companies Act 2013, read with the Companies (Acceptance of Deposits) Rules 2014. Eligibility requires that the company must have a net worth of ₹100 crore or more, or a turnover of ₹500 crore or more, and comply with conditions including credit rating, deposit insurance, and filing of a statement of deposits with the RoC. Deposits accepted in violation of these provisions are illegal — the company and its directors face significant criminal liability. Private Limited Companies generally cannot accept deposits from the public (only from members, directors, and their relatives, subject to conditions).
PNPC vs. online portals for Public Limited Company formation
| Feature | Online Portal | PNPC Global |
|---|---|---|
| Pre-filing strategy | No advisory — forms filed as received | Deep CA consultation: is Public Ltd right now, or convert from Pvt Ltd later? Sector analysis, NRI/FDI check, listing-readiness assessment |
| Name clearance | Single MCA search only | Multi-layered: MCA, IP India trademark, listed company names, restricted word check, RoC-specific patterns |
| MOA drafting | Standard template — identical for every client | Custom objects clause — correct for sector, licensing requirements, and future diversification without inviting RoC query |
| AOA drafting | Template with private company restrictions retained by error | Public company-specific AOA — correct quorum, free transfer provisions, governance committees, investor reserved rights where applicable |
| 7-subscriber coordination | Form sent to client, client manages signatories | PNPC coordinates all 7+ subscriber signatures, bank payment timing, and INC-20A subscription sequence |
| INC-20A management | Not mentioned; engagement closes at COI | Proactively tracked from Day 1; initiated at Day 90 of 180-day window across all subscribers |
| Compliance calendar | Not provided | Proactive calendar — every deadline across MCA, income tax, GST, and TDS, initiated in advance each year |
| Secretarial compliance | Not in scope | Board meeting minutes, AGM notice and agenda, resolutions, secretarial audit (where required) — all managed by PNPC |
| Pre-IPO support | Not offered | Cap table audit, financial statement review, SEBI engagement support, transfer pricing, FEMA compliance — all from PNPC |
| NRI / UAE founders | India process only; UAE separately to another firm | Single engagement across Chennai/Bangalore/Hyderabad and Dubai — FDI, FEMA, DTAA, and UAE entity — one CA team |
| When you get a notice | Support ticket or no response | Direct engagement CA — by phone and WhatsApp — who knows your company and its full history |
| Business model alignment | Revenue from registration volume; incentive ends at COI | Revenue from long-term retained relationships; our incentive is your company's ongoing success and compliance |
What the PNPC package includes
- 01
Pre-incorporation advisory consultation — structure decision (Public vs Private vs convert), name strategy, MOA objects, authorised capital, NRI/FDI status assessment
- 02
Multi-source name clearance — MCA, IP India trademark, listed company names, restricted word check
- 03
Custom Memorandum of Association drafted by a senior CA — sector-specific, future-proof objects clause
- 04
Custom Articles of Association — public company quorum, free share transferability, committee provisions, governance architecture appropriate for unlisted or pre-listing stage
- 05
DSC coordination for all 3+ directors — including NRI and foreign directors via Dubai office and apostille coordination
- 06
Complete SPICe+ filing — form preparation, all attachments, submission, and real-time MCA query management until COI issued
- 07
7+ subscriber coordination — signature collection, bank subscription payment sequencing, INC-20A coordination
- 08
INC-20A tracking and filing — initiated proactively at Day 90 of the 180-day post-COI window
- 09
Form ADT-1 (auditor appointment) — filed within the mandatory 30-day window from COI date
- 10
First Board Meeting agenda, resolutions, and minutes template — signed within 30-day statutory window
- 11
Statutory register setup — Register of Members, Directors and KMP, Charges, Related Party Contracts
- 12
Annual compliance calendar for the first full financial year — every MCA, income tax, TDS, and GST due date pre-populated
- 13
PAN, TAN activation tracking and bank account opening document preparation
- 14
Direct CA contact by phone and WhatsApp for post-incorporation questions — your engagement CA, not a support queue
Speak directly with a PNPC Chartered Accountant — not a salesperson, not a chat widget. A practising CA who has navigated every stage of public company life, from incorporation through pre-IPO restructuring, since 1986.