Public Limited Company Registration in Delhi

A Public Limited Company in Delhi is a formal business structure registered under Section 2(71) of the Companies Act, 2013. It is governed by the Registrar of Companies (ROC), NCT of Delhi, under the Ministry of Corporate Affairs (MCA). It is a separate legal entity that allows businesses to raise capital from the public and operate at scale.

Delhi has a thriving and policy-driven corporate ecosystem where Public Limited Companies play a central role in services, trade, and manufacturing. From the financial corridors of Connaught Place to the industrial zones of Okhla, this structure is widely used by companies planning significant expansion. It is also preferred by businesses operating from modern office campuses in Aerocity and preparing for a future stock exchange listing.

Public Limited Company Registration offers various advantages for Delhi businesses:

• Policy and regulatory proximity: Being India’s national capital, Delhi gives public companies direct access to the MCA, DPIIT, SEBI’s Northern Regional Office, and central government ministries. This makes regulatory approvals and compliance management significantly more accessible.
• Strong industrial base: Delhi's manufacturing sector grew 9% in 2024–25, nearly three times the national average of 4.1%, providing a solid foundation for industrial and export-oriented public companies.
• Growing startup-to-scale pipeline: Delhi-NCR is India's second-largest startup hub, with many high-growth businesses transitioning into Public Limited Companies to unlock institutional funding and broader investor access.
• Deep PSU and B2B market: Major central public sector enterprises, including NTPC, ONGC, Indian Oil, Power Grid Corporation, and NHPC, operate out of Delhi. This creates an established procurement and contracting ecosystem that actively prefers public limited entities as business partners.

Many Public Limited Companies in Delhi operate as unlisted public companies. They follow public company compliance requirements under the Companies Act, 2013, but do not trade their shares on the NSE or BSE.

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

1. Strong fundraising potential: A PLC in Delhi can raise funds from the public through IPOs, FPOs, rights issues, and debentures. Delhi registered 12,759 new companies from April 2024 to January 2025, maintaining its position among India's top 3 states for company incorporations. This reflects a steadily expanding corporate ecosystem where investor activity and institutional capital continue to grow year-on-year.
2. Access to stock markets: Companies registered under the ROC NCT Delhi can list on the NSE or BSE after meeting SEBI norms. Delhi's proximity to SEBI's Northern Regional Office gives businesses direct access to listing guidance and regulatory support, connecting them to national and global investors.
3. Better credibility in Northern India markets: In Delhi and across Northern India, a Public Limited Company signals stronger governance and transparency. Banks in key financial zones like Connaught Place and Barakhamba Road often prefer Public Limited Companies for large credit facilities. This is due to stricter compliance and disclosure requirements under ROC NCT Delhi and MCA regulations.
4. Scalability for large businesses: Unlike private companies, a PLC has no limit on shareholders. This makes it suitable for infrastructure, fintech, logistics, healthcare, and large services companies, all sectors driving Delhi's growth, with the tertiary sector contributing approximately 85.40% of Delhi's GSDP.
5. Highest per capita income among Indian states: Delhi records a GSDP per capita of ₹5,52,727 for FY 2024–25, the highest among all states and union territories with updated data. This means strong domestic purchasing power, a deep pool of high-net-worth investors, and sophisticated capital partners for public companies.
6. Significant FDI destination: Delhi attracted ₹58,074 crore in FDI equity inflows in FY 2024–25, accounting for 12% of India's total FDI, ranking third among all Indian states. This sustained foreign investor interest gives public companies stronger access to cross-border capital and global institutional funding.
7. Easy transition for growing private businesses: Many startups and closely held businesses in Delhi eventually choose to convert a Private Company into a Public Company to raise larger capital or prepare for IPO eligibility. For companies in fast-growing sectors like fintech, ed-tech, and logistics, converting into a Public Limited Company creates better fundraising and expansion opportunities.
8. DPIIT Startup India benefits for scaling businesses: Delhi-based businesses with DPIIT Startup Recognition can access tax exemptions, startup funding support, faster IP processing, and easier compliance. Delhi-NCR’s startup ecosystem helps companies scale before moving to Public Limited Company structures and institutional fundraising.

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.
• Every director must hold a Director Identification Number (DIN). The SPICe+ form can allot DIN to up to three first-time directors during incorporation.
• All directors and shareholders (subscribers) must obtain a Digital Signature Certificate (DSC) to sign MCA incorporation forms electronically.
• A Public Limited Company has no minimum paid-up capital requirement. The earlier ₹5 lakh condition was removed under the Companies (Amendment) Act, 2015.
• The company must declare its authorized share capital in the Memorandum of Association (MOA). In Delhi, promoters commonly start with ₹1 lakh or ₹5 lakh for practical setup planning.
• 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 must have a registered office address in Delhi or anywhere under the ROC NCT Delhi jurisdiction. This address can be residential or commercial.
• The company name must end with the word "Limited" and must not use "Private Limited" in any form.
• No director should be disqualified under Section 164 of the Companies Act, 2013, which includes cases like insolvency, criminal conviction, or removal from previous directorship roles.
• Every director must be at least 18 years of age and of sound mind to be legally eligible. Moreover, an individual cannot hold office as a director in more than 20 companies at the same time under Section 165(1).
• 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:

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 government fees and stamp duty: Pay applicable MCA incorporation fees and Delhi stamp duty, which the SPICe+ system auto-calculates based on authorized capital. Pay online through net banking or UPI.

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.

The entire process of registering a Public Company in Delhi takes around 15 to 21 working days.

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

Stamp duty is levied by the Government of NCT of Delhi on:

• MOA
• AOA

The amount depends on the authorized capital slab and is auto-calculated during SPICe+ filing.

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

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 by September 30 each year.
• 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.

Delhi-based companies must also obtain Professional Tax registration with the applicable Delhi authority within 30 days of hiring employees.

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.