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CW · DELHI NCR

Public Limited Company Registration in Delhi NCR

Incorporate a public limited company in Delhi, Gurugram, Noida or Ghaziabad with articles drafted for a public company, the correct NCR registrar for your address and the demat and INC-20A steps planned in. Professional fee from Rs 17,499, excluding GST and government fees.

  • SPICe+ filing with ROC NCT of Delhi-I, Delhi-II, Haryana or Noida
  • Seven subscribers, three directors and a resident director checked before filing
  • Public-company articles with demat provisions under Rule 9A
  • 50% upfront, 50% on delivery
CW · AT A GLANCE

At a glance

ItemPosition for Delhi NCR
Governing lawCompanies Act, 2013: Section 3(1)(a) for members, Section 149(1) for directors
Minimum structure7 members and 3 directors, one resident in India
NameMust end with "Limited"
RegistrarROC NCT of Delhi-I / Delhi-II, ROC Haryana or ROC Uttar Pradesh-II, Noida, by registered office
Incorporation routeSPICe+ Part A and Part B with e-MoA, e-AoA and AGILE-PRO-S
Minimum capitalNone
MCA incorporation feeNil where authorised capital is up to Rs 15 lakh
SecuritiesDemat only, under Rule 9A
CommencementINC-20A within 180 days of incorporation
Our professional feeFrom Rs 17,499, excluding GST and government fees
CW · OVERVIEW

Why NCR businesses choose a public company, and when they should not

Most Delhi NCR founders should start with a private limited company. It needs two directors, two members and fewer governance rules, and it can convert later. Our private limited company registration in Delhi page covers that route.

A public limited company earns its extra compliance in a few specific situations we see repeatedly across Delhi, Gurugram and Noida:

  • A family or community group of investors that will grow beyond the 200-member ceiling of a private company.
  • A business preparing for a public issue or a listing on an SME platform, which only a public company can make.
  • Infrastructure, healthcare and education ventures bidding for tenders or institutional contracts that specify a public company.
  • A Nidhi company, which must be incorporated as a public company before it can be declared.

If none of these apply yet, the extra board meetings, demat requirements and restrictions on related-party dealings are cost without benefit. Our public vs private limited company guide sets out the differences in full.

CW · WHO IT APPLIES TO

Who has to sign, and who has to live in India

The seven-and-three structure is where most public company files need rework. Seven persons must subscribe to the memorandum under Section 3(1)(a), and the board needs at least three directors under Section 149(1). Directors can also be subscribers, so a group of seven with three of them on the board is enough.

  • A subscriber can be an individual, an Indian company or an LLP, each with its own KYC or board resolution.
  • Section 149(3) also needs one director who was in India for at least 182 days during the financial year. NCR family groups with members settled abroad should check this early.
  • Every director needs a DIN, which is allotted through SPICe+ for up to three new directors.
  • A subscriber who signs but never pays for the shares holds up INC-20A for the whole company.

Where some subscribers sit in Delhi and others in Gurugram or Noida, it makes no difference to who can sign. It only matters for the registered office, covered next.

CW · JURISDICTION

Where your registered office puts your file

NCR is one economic region but four company registrars. The registered office address in SPICe+ Part B decides which one examines your incorporation and holds every filing afterwards.

Registered officeRegistrar of CompaniesRegional Director
Connaught Place, Saket, Okhla, Dwarka (New Delhi, South, South East, South West, East districts)ROC NCT of Delhi-IRD (NR-I), New Delhi
Karol Bagh, Rajouri Garden, Pitampura, Shahdara (Central, West, North, North West, North East, Shahdara)ROC NCT of Delhi-IIRD (NR-I), New Delhi
Gurugram, Faridabad, ManesarROC Haryana, ChandigarhRD (NR-II), Chandigarh
Noida, Greater Noida, GhaziabadROC Uttar Pradesh-II, NoidaRD (NR-I), New Delhi

Localities are examples only. The test is the revenue district of the address, which we confirm before filing. Mapping per the MCA reorganisation effective 16 February 2026.

The split matters later as well as at incorporation. A Delhi company that moves its registered office from a Delhi-I district to a Delhi-II district now crosses from one registrar to another within the same State, which needs confirmation from the Regional Director under Rule 28 of the Companies (Incorporation) Rules, 2014. A move from Delhi to Gurugram or Noida is a shift between States under Section 13, with Central Government approval. Picking the address with a five-year view saves both.

CW · DOCUMENTS

Documents required

From each of the seven subscribers and three directors

  • PAN for Indian nationals
  • Aadhaar, passport, voter ID or driving licence
  • Bank statement or utility bill not older than two months
  • Photograph, email ID and mobile number
  • For foreign nationals, passport and apostilled or notarised address proof

For a corporate subscriber

  • Board resolution authorising the subscription and the signatory
  • Certificate of Incorporation and constitutional documents

For the NCR registered office

  • Utility bill not older than two months
  • Rent or lease agreement and owner's NOC, or ownership proof
  • For a co-working address in Gurugram or Noida, the operator's agreement and NOC in the company's name
CW · PROCESS

The process, step by step in Delhi NCR

Step 1. Structure and address

Confirm the seven subscribers, three directors, the resident director, authorised and paid-up capital, and the registered office district.

Step 2. DSCs

DSCs for every director and subscriber who will sign. With seven or more signatories this is usually the first bottleneck.

Step 3. Name reservation

Up to two names ending in "Limited" are proposed in SPICe+ Part A and checked against existing companies and trademarks.

Step 4. MoA and AoA for a public company

Articles are drafted for a public company: no private-company transfer restrictions, demat provisions, and board and general meeting procedures that match the Act.

Step 5. SPICe+ Part B and linked forms

Incorporation details, DIN applications, e-MoA, e-AoA and AGILE-PRO-S are filed together. Stamp duty is computed on the portal at the rate of Delhi, Haryana or Uttar Pradesh and paid with the form.

Step 6. Registrar scrutiny and incorporation

The CRC examines the file and issues the Certificate of Incorporation with CIN, PAN and TAN; the jurisdictional ROC handles filings from then on.

Step 7. First 30 days

Bank account opened, the first auditor appointed by the board within 30 days of incorporation, and ISIN and depository arrangements started for demat shares.

Step 8. Within 180 days

Subscription money received and INC-20A filed, after which the company can commence business and borrow.

CW · TIMELINE

Timeline

StageIndicative timeDepends on
DSCs1 - 2 business daysAvailability of all signatories for video KYC
Name reservation2 - 4 business daysName conflicts and resubmissions
MoA, AoA and SPICe+ Part B3 - 5 business daysComplete KYC of seven subscribers
Registrar processing5 - 10 business daysQueries from the jurisdictional ROC
Total to incorporation15 - 20 business daysExcludes INC-20A and demat set-up

Indicative service timelines, not a guarantee of MCA approval.

CW · GOVERNMENT CHARGES

Government charges

HeadPosition
SPICe+ incorporation feeNil up to Rs 15 lakh authorised capital; above that, by the MCA fee table
Name reservationRs 1,000 per application
Stamp duty on MoA and AoAAt the rate of the State of the registered office; computed on the MCA portal at filing
DSCsAt actuals, per signatory
Depository and ISIN chargesAs charged by the depository and the registrar and transfer agent

Because Delhi, Haryana and Uttar Pradesh each set their own stamp duty, the same capital structure can cost differently across a border a few kilometres away. We take the figure from the portal's own computation and show it before you approve the filing.

CW · OUR FEES

Our fees

PlanProfessional feeCovers
StarterFrom Rs 17,499Structure review, name, DIN through SPICe+, MoA and AoA, SPICe+ filing, PAN, TAN and Certificate of Incorporation
StandardOn quoteStarter plus DSCs, first board meeting, statutory registers, auditor appointment, share certificates and INC-20A
ProOn quoteStandard plus first-year AGM, AOC-4, MGT-7 and a board and general meeting calendar

All plans exclude GST. MCA fees, stamp duty, DSCs and depository charges are paid at actuals and shown separately on your invoice. Payment: 50% upfront, 50% on delivery.

All fees and charges listed are indicative only and do not constitute a binding offer. Final amounts may vary depending on the volume of work and the complexity involved.

CW · FIRST 180 DAYS

The first 180 days

A public company carries obligations from the day its certificate is issued. The ones that trip up new NCR companies are mostly about timing.

WithinWhat is due
30 daysFirst auditor appointed by the board
Before any further issuePromoters, directors and KMP hold their securities in demat
180 daysINC-20A declaration that subscribers have paid; no business or borrowing before it
Each quarterA board meeting, with no more than 120 days between two meetings under Section 173

Our INC-20A filing service and the first 180 days after incorporation guide cover this stretch in detail.

CW · ONGOING COMPLIANCE

Governance that applies to a public company

RuleWhat it means in practice
Whole-time KMP (Rule 8)Required once paid-up capital reaches Rs 10 crore, or on listing
Independent directorsRequired for listed companies and for unlisted public companies above prescribed thresholds
Board powers (Section 180)Borrowing beyond limits and selling an undertaking need a special resolution
Related-party transactions (Section 188)Board approval and, above thresholds, member approval
Annual filingsAOC-4 and MGT-7 with the jurisdictional ROC, plus an AGM every year
DepositsAcceptance only within Chapter V and the deposit rules; DPT-3 filed annually

For annual filings once the company is running, see annual compliance and DPT-3 filing.

CW · COMPARISON

Private or public for an NCR venture

Private limitedPublic limited
Minimum directors and members2 and 23 and 7
Maximum members200, excluding employeesNo limit
Share transfersRestricted by the articlesFreely transferable
Raising money from the publicNot allowedAllowed, subject to SEBI rules
Board meetingsFour a year, relaxed to one per half-year for a small companyAt least four a year, gap of no more than 120 days
CorporateWalla professional feeSee the Delhi Pvt Ltd pageFrom Rs 17,499

If you already run a private company, converting it may suit better than a fresh incorporation; see Pvt Ltd to Public Ltd conversion.

CW · WHY CORPORATEWALLA

Why CorporateWalla

We are a CA and CS practice operating under DSG CORPORATE FINANCIAL ADVISORS LLP, with an office in Delhi at 04, Malook Singh Marg, Arjun Nagar, Krishan Nagar, Delhi 110051. Filing is electronic, so the value we add is in the parts that are not: the structure, the articles and the address decision.

  • We draft articles for a public company rather than adapting a private-company template.
  • We confirm the registrar from the district of the address, not from the city name on the bill.
  • We plan demat, the auditor appointment and INC-20A into the engagement, not as afterthoughts.
CW · COMMON MISTAKES

Mistakes we see on NCR public company files

  • Filing a Gurugram company on the assumption that ROC Delhi still covers Haryana.
  • Using private-company articles that restrict share transfers, which a public company does not need and which raise questions at scrutiny.
  • Six genuine subscribers and a seventh added at the last minute without proper KYC.
  • No director meeting the 182-day residency test because the founders are mostly abroad.
  • Leaving promoter shares in physical form and then being unable to make a rights or bonus issue under Rule 9A.
  • Registering at a temporary address in one Delhi district and moving within a year to another, triggering a Regional Director application.
CW · LEGAL BASIS

Legal basis

ReferenceRelevance
Companies Act, 2013, Sections 3(1)(a) and 149(1)Seven members and three directors
Companies Act, 2013, Section 10AINC-20A within 180 days
Companies Act, 2013, Sections 12 and 13Registered office and its shifting
Companies (Incorporation) Rules, 2014, Rule 28Shift within a State from one ROC to another, confirmed by the Regional Director
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, Rule 8Whole-time KMP for public companies with paid-up capital of Rs 10 crore or more
Companies (Prospectus and Allotment of Securities) Rules, 2014, Rule 9ADemat securities for unlisted public companies

Authority sources: Ministry of Corporate Affairs at mca.gov.in and the Press Information Bureau release of 31 December 2025 on new ROCs and Regional Directorates.

CW · LOCAL SCENARIO

A Delhi NCR example

Nine doctors planned a diagnostic centre company to bid for hospital outsourcing contracts that asked for a public company. Their first draft used a Nehru Place address, but the centre itself would run from Gurugram. We incorporated at the Gurugram premises, so the file sat with ROC Haryana from the start, drafted public-company articles with demat provisions, appointed the auditor within the first month, and filed INC-20A once all nine had paid in. Had they incorporated in Delhi and moved, they would have needed a Section 13 inter-state shift within the first year.

Illustrative scenario based on typical file patterns. Not a named client engagement.

CW · RELATED

Related services

In Delhi NCR we also handle Nidhi company registration, Section 8 registration and closing a private limited company. The national public limited company registration page covers the same service across India. Questions: contact us.

CW · FAQ

Public Limited Company Registration in Delhi NCR - questions we get

Which registrar incorporates a public limited company in Delhi NCR?

The one covering the registered office. A Delhi address goes to ROC NCT of Delhi-I or Delhi-II depending on the district, Gurugram and Faridabad go to ROC Haryana at Chandigarh, and Noida, Greater Noida and Ghaziabad go to ROC Uttar Pradesh-II, Noida. This split took effect on 16 February 2026.

What is the minimum number of directors and members?

Three directors under Section 149(1) and seven members under Section 3(1)(a) of the Companies Act, 2013. The same people can be both, so seven subscribers can include the three directors, and one director must meet the 182-day India residency test.

Is there a minimum paid-up capital?

No. The minimum paid-up capital requirement was removed by the Companies (Amendment) Act, 2015. Keeping authorised capital at or below Rs 15 lakh keeps the SPICe+ incorporation fee nil, though stamp duty still applies at the rate of the State of the registered office.

Does a new public company need a company secretary?

Rule 8 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 requires whole-time key managerial personnel, including a company secretary, in every listed company and in every other public company with paid-up share capital of Rs 10 crore or more. A smaller unlisted public company is below that line at incorporation, but the test should be rechecked whenever capital is raised.

Do shares of an unlisted public company have to be in demat form?

Yes. Rule 9A of the Companies (Prospectus and Allotment of Securities) Rules, 2014 requires an unlisted public company to issue securities only in dematerialised form and to facilitate dematerialisation of existing securities. Promoters, directors and key managerial personnel must hold their securities in demat before the company makes a further issue, buyback or bonus.

We are in Nehru Place now but may move to Gurugram. Does it matter?

Yes. Moving the registered office from Delhi to Haryana is a shift between States, which needs a special resolution and Central Government approval under Section 13, and a change of registrar. Even a move inside Delhi from a Delhi-I district to a Delhi-II district now needs Regional Director confirmation under Rule 28 of the Companies (Incorporation) Rules, 2014. Choose the long-term address before incorporating.

What is INC-20A and when is it due?

INC-20A is the declaration that every subscriber has paid for the shares agreed in the memorandum. It must be filed within 180 days of incorporation under Section 10A, and the company should not commence business or borrow until it is filed.

How long does incorporation take in Delhi NCR?

Our indicative timeline is 15 to 20 business days with documents ready, covering DSCs, name approval, SPICe+ drafting and Registrar processing. Seven subscribers mean seven sets of KYC, so collecting documents is often the slowest part.

What does your Rs 17,499 fee include?

Structure review, name reservation, DIN for new directors through SPICe+, MoA and AoA for a public company, SPICe+ filing with PAN and TAN, and the Certificate of Incorporation. DSCs, post-incorporation work and government fees are separate. Fees exclude GST. Payment is 50% upfront and 50% on delivery.

50% upfront, 50% on delivery2,500+ companies servedOffice in Delhi
CW · DELHI NCR

Start your Delhi NCR public company registration

Tell us what you need and a real CA calls you back, with no scripts and no transfers. Call 72783 76654. Mon - Sat, 10:00 AM - 7:00 PM IST.

Reviewed by CorporateWalla's CA and CS team · Last Updated 19 October 2026 · · Sources: Ministry of Corporate Affairs, PIB: MCA sets up new Regional Directorates and ROCs

Canonical: https://corporatewalla.com/delhi-ncr/public-limited-company-registration