Public Limited Company Registration in Delhi

Delhi offers a unique mix of policy access, infrastructure, and economic scale that makes it a strong base for a public limited company:

1. Access to SEBI's Northern Regional Office for listing guidance
2. PSU and B2B procurement ecosystem in Delhi that contracts with public companies
3. Conversion path from private to public for businesses preparing for IPO eligibility
4. Unlisted public companies following public company compliance without trading on an exchange

To register a public limited company in Delhi, you should meet these conditions under the Companies Act, 2013:

• A Public Limited Company must have at least 7 shareholders, and there is no upper limit on the number of shareholders.
• It must have a minimum of 3 directors, and it can have a maximum of 15 directors under standard provisions.
• At least one director must be a resident of India, meaning the person must have stayed in India for 182 days or more in the financial year.
• A Public Limited Company has no minimum paid-up capital requirement. The earlier ₹5 lakh condition was removed under the Companies (Amendment) Act, 2015.
• Companies falling within the prescribed thresholds under Section 177 of the Companies Act, 2013 must constitute an Audit Committee to oversee financial reporting, internal controls, auditor independence, and compliance processes.
• Under Section 178 of the Companies Act, 2013, eligible public companies must also form a Nomination and Remuneration Committee to manage director appointments, senior management evaluation, and remuneration policies.
• A Public Limited Company must appoint a Woman Director if it meets the criteria prescribed under Section 149(1) of the Companies Act, 2013.
• The company name must end with the word "Limited" and must not use "Private Limited" in any form.
• A Public Limited Company must appoint at least one-third of the board as Independent Directors if it falls under the thresholds specified under Section 149(4) of the Companies Act, 2013.

Note: NRIs and foreign nationals can become directors or shareholders in a public company, but they must comply with FEMA regulations and applicable FDI guidelines.

Several authorities oversee the registration and post-incorporation compliance of public limited companies in Delhi:

Keep the following documents ready in a recent and clearly scanned format for SPICe+ filing for a Public Limited Company in Delhi:

1. For Each Director and Shareholder (Indian Nationals)

Each Indian director and shareholder must provide:

• PAN card (mandatory)
• Aadhaar card / Voter ID / Passport (identity proof)
• Address proof (bank statement or utility bill not older than 2–3 months)
• Passport-size photograph
• DSC
• Valid email ID and mobile number (linked for OTP verification)

For Each Director and Shareholder (Foreign Nationals)

Each foreign participant must submit:

• Valid passport (notarized and apostilled)
• Address proof, such as a bank statement or utility bill (not older than 2 months, notarized and apostilled)
• Business visa (if staying in India at the time of incorporation)

For the Registered Office in Delhi

Proof of the company's Delhi address must include:

• Latest electricity bill/telephone bill/property tax receipt (not older than 2–3 months)
• Rent agreement (if rented property)
• No Objection Certificate (NOC) from the owner (if rented)
• Sale deed or ownership proof (if self-owned property)

Company-Level Documents

These documents define and legally form the company:

• Memorandum of Association (MOA)
• Articles of Association (AOA)
• Name approval confirmation (RUN or SPICe+ Part A)
• Form INC-9 (declaration by subscribers and directors)
• Form DIR-2 (consent to act as director)
• Declaration of non-disqualification under Section 164
• Identity and address proofs of all seven subscribers to the MOA

The entire process to register a public limited company is completed online through the MCA portal.

Step 1: Obtain DSC: Secure DSC for every director and the seven MOA subscribers via licensed certifying authorities like eMudhra, Sify, or Capricorn.

Step 2: Reserve the company name through SPICe+ Part A: Choose a unique name ending with "Limited" for your company using RegisterKaro's free company name search tool. Log in to the MCA portal and file SPICe+ Part A to submit two proposed names in order of preference. The government fee is ₹1,000, and once approved, the name remains reserved for 20 days.

Step 3: File SPICe+ Part B: Submit the integrated SPICe+ Form, which handles incorporation, DIN allotment (for up to three directors), PAN, and TAN. Fill in the details of the company, registered office in Delhi, directors, and authorized capital structure.

Step 4: Attach MOA, AOA, and linked forms: Upload e-MOA (INC-33), e-AOA (INC-34), and AGILE-PRO-S, which also enables GSTIN, EPFO, ESIC, and bank account setup. All documents must be digitally signed by a CA, CS, or CMA.

Step 5: Pay fees and stamp duty: SPICe+ auto-calculates MCA fees and Delhi stamp duty on authorized capital and generates one challan. A public company needs DSCs for all 7 subscribers, which is the main cost difference from a private company.

Step 6: ROC NCT Delhi verification: The ROC NCT Delhi reviews the application. If the officer raises objections, respond and resubmit corrections within the given time window.

Step 7: Receive the Certificate of Incorporation: Once approved, ROC NCT Delhi issues the Certificate of Incorporation, along with CIN, PAN, and TAN. At this stage, the company becomes a legally registered entity.

A prospectus is not needed at incorporation. It applies only when the company later offers shares to the public.

The entire process of registering a Public Company in Delhi takes around 15 to 21 working days; coordinating DSCs and documents for 7 subscribers takes longer than a 2-shareholder filing.

The cost of registering a Public Limited Company in Delhi depends on authorized capital, government charges, professional fees, and Delhi stamp duty. All filings are completed online through the MCA portal under the SPICe+ system.

1. Government Fees (MCA + ROC NCT Delhi)

Government charges include name reservation, incorporation, and certification. These are calculated based on authorized share capital (nil for authorized capital of up to ₹15 lakh). Higher capital leads to higher fees. Key components include:

• SPICe+ incorporation filing fees (MCA portal)
• Name reservation fee (₹1,000 for SPICe+ Part A)
• ROC NCT Delhi processing charges
• Certificate issuance and filing-related fees

Note: The MCA's standalone RUN (Reserve Unique Name) service is generally used for existing companies changing their names. New Public Limited Company incorporations are typically processed through the integrated SPICe+ Part A system.

2. Delhi Stamp Duty

Delhi charges stamp duty on the MOA and AOA, calculated on authorized capital and collected in the SPICe+ challan. The rates are the same for a public and a private company, and the Delhi stamp duty slabs are listed here.

3. Professional Fees

Professional charges vary based on the service provider and the complexity of incorporation. These usually include:

• Drafting of MOA and AOA
• Filing of SPICe+ forms and linked applications
• DSC support and compliance assistance
• CA/CS certification of incorporation documents

Professional fees for a public company usually run higher than for a private company, because 7 sets of subscriber documents, 7 DSCs, and committee structuring are involved.

4. Additional Compliance Costs (Post-Incorporation)

After registration, companies may also incur:

• GST registration (if applicable)
• Accounting and audit setup
• Annual compliance filing costs with MCA

Once ROC NCT Delhi issues the Certificate of Incorporation, a public limited company must meet various compliance requirements to stay legally active:

• Hold the first Board Meeting within 30 days to appoint the first auditor, note share subscriptions, and authorize the opening of a bank account. All directors must attend in person or via video conferencing.
• Appoint the first statutory auditor under Section 139(6) within 30 days. The auditor must be a practicing Chartered Accountant and hold office until the first AGM.
• File Form MBP-1 under Section 184(1) to disclose director interests at the first Board Meeting.
• File Form DIR-8 (Section 164) confirming that directors are not disqualified.
• Issue share certificates to subscribers within 60 days of incorporation and pay applicable Delhi stamp duty within 30 days of issuance.
• File Form INC-20A to commence business under Section 10A within 180 days of incorporation. Attach a bank statement showing receipt of subscription money.

Ongoing and Annual Compliances for Public Ltd Companies in Delhi

The Public Limited Company in Delhi must follow regular, ongoing, and annual compliance requirements to stay legally active. It must:

• Hold the first AGM within 9 months from the end of the first financial year, and thereafter every year within 6 months of the financial year-end. The gap between two AGMs shall not exceed 15 months.
• Conduct at least 4 Board Meetings every year, ensuring no gap exceeds 120 days.
• File Form AOC-4 (financial statements) and Form MGT-7 (annual return) within 30 and 60 days of the AGM, respectively.
• File Income Tax Return (ITR-6) by October 31 of the assessment year.
• Complete DIR-3 KYC for all directors once every three years, by 30 June following the third financial year, after the change effective 31 March 2026.
• Maintain statutory registers at the Delhi registered office, including members, directors, charges, and contracts registers.
• Display company details (name, CIN, address, contact) on signage, letterheads, invoices, and the website.

Both Public and Private Limited Companies offer limited liability and separate legal identity, and are registered under the MCA (ROC NCT Delhi for Delhi jurisdiction). However, they differ significantly in structure, compliance, and fundraising ability.