Get Public Limited Company Registration only at 14,999 Rs.
Understanding a Public Limited Company
A public limited company is a deliberate collaboration of individuals, requiring a minimum of seven or more participants for its establishment. It possesses a distinct legal identity, separate from the individuals who constitute it. While a minimum of seven members is necessary, there is no upper limit on the number of members allowed. Importantly, the shares of a public limited company can be freely transferred without the need for prior approval from other shareholders.
This type of company is considered an independent legal entity, impervious to the effects of the demise, retirement, or financial insolvency of any of its shareholders. Public limited companies also have the unique ability to raise capital and accept deposits from the general public. Furthermore, these companies may choose to be listed on stock exchanges or remain unlisted, depending on their strategic preferences and objectives.
Advantages of Public Limited Company Registration
- Enhanced Capital Resources: Public limited companies have the capacity to attract a significant amount of capital compared to other organizational structures. With an unlimited number of shareholders, these companies can tap into a diverse pool of investors, bolstering their capital base.
- Efficient Governance: Public limited companies typically exhibit more efficient management compared to other organizational forms. They benefit from access to a larger talent pool, comprising individuals who contribute to the effective governance of the company.
- Share Transfer Flexibility: Shares in a public limited company can be freely transferred without the need for prior approval from fellow shareholders, setting them apart from private limited companies.
- Greater Borrowing Potential: Public companies enjoy a heightened reputation when it comes to obtaining financial assistance and loans from banks and financial institutions. They also have access to a wider array of financial instruments, which may not be available to other types of business entities.
- Limited Shareholder Liability: Shareholders of public limited companies are only liable for the debts of the company up to the extent of their subscribed shares. They are not personally responsible for the company’s debts in the event that the company is unable to meet its financial obligations.
- Distinct Legal Identity: Public limited companies maintain a separate legal identity that is distinct from their shareholders and promoters. This separation provides legal protection to the company and its stakeholders.
- Perpetual Existence: Public limited companies enjoy perpetual existence, unaffected by changes in ownership or the departure of shareholders or directors. Their existence endures indefinitely.
- Legal Capacity to Litigate: Public limited companies possess the ability to initiate legal actions against others, and likewise, individuals and entities can pursue legal action against the company independently, separate from its directors, shareholders, and promoters.
- Property Ownership: Public limited companies have the legal capacity to buy, sell, and own property, akin to individuals. This property ownership is a valuable asset in conducting business operations.
Registration Procedure for a Public Limited Company
- Name Reservation: The initial step in the incorporation process involves reserving and obtaining approval for the company’s name. The chosen name must adhere to the guidelines set forth in the Companies Act, 2013. Typically, two proposed names can be submitted for consideration.
- Digital Signature Certificate (DSC): Given that the application for a public limited company is submitted online, it is mandatory for the director(s) and shareholder(s) of the company to sign the electronic forms for registration. Hence, acquiring a Digital Signature Certificate (DSC) is essential for these individuals. To obtain a DSC, one must provide a photograph, proof of identity, and address details as part of the application process.
- Director Identification Number (DIN): DIN is a distinctive identification number issued by the Registrar of Companies (ROC) to individuals seeking directorship in India. An application for DIN includes the submission of identity and address proof, duly attested by a Company Secretary (CS), Cost and Management Accountant (CMA), or Chartered Accountant (CA).
- Approval from Relevant Authorities: The Registrar of Companies (ROC) may necessitate the applicant to furnish approvals or concurrence from various government departments, regulatory bodies, or appropriate authorities. These approvals are typically related to the nature of the company’s intended operations.
- Submission of Documents: The application for the registration or incorporation of a public limited company is submitted to the Registrar of Companies (ROC) along with essential documents. These documents often include the Memorandum and Articles of Association, declarations, affidavits, and more.
- Certificate of Incorporation: The ROC meticulously reviews the submitted incorporation documents. If all the documents meet the required standards, the ROC issues the Certificate of Incorporation. This certificate serves as the official registration document for the public limited company. With the Certificate of Incorporation in hand, the company is ready to commence its operations.
- PAN & TAN Application: Simultaneously with the company registration forms, applications for Permanent Account Number (PAN) and Tax Deduction and Collection Account Number (TAN) are submitted. These identification numbers are issued alongside the Certificate of Incorporation and are also referenced within it.
- Bank Account Opening: After presenting the Certificate of Incorporation and other essential documents, a bank account is opened in the name of the company. This current account is necessary for the smooth functioning and financial transactions of the company.
Included Services
- Director Identification Number (DIN) for 7 Directors
- Digital Signature Certificates (DSC) for 7 Directors
- Preparation of Memorandum and Articles of Association
- Incorporation fees*
- Approval for the Company Name
- Issuance of the Incorporation Certificate
- Company Permanent Account Number (PAN) and Tax Deduction and Collection Account Number (TAN)
- Registration for EPFO (Employees’ Provident Fund Organization), ESIC (Employees’ State Insurance Corporation), and Professional Tax*
- Assistance with the Opening of a Bank Account Kit
Required Documents
To facilitate the registration process, the following documents are necessary:
- PAN CARD: PAN cards of both Shareholders and Directors. For Foreign Nationals, a Passport is a mandatory requirement.
- ID PROOF: Any one of the following as proof of identity for Shareholders and Directors:
- Aadhaar card
- Passport
- Voter ID
- Driving Licence
- ADDRESS PROOF: Any one of the following documents as proof of address for Shareholders and Directors:
- Bank Statement
- Mobile/Telephone bill
- Electricity Bill
- PHOTO: Passport-sized photographs of Shareholders and Directors.
- OFFICE ADDRESS PROOF: Valid proof of the office address, which can be either:
- Electricity Bill
- Mobile bill
- NOC FROM OWNER: A No Objection Certificate (NOC) issued by the owner of the office premises.
- RENT AGREEMENT: If the office space is rented, a copy of the Rent Agreement is required as proof.
Requirements for Registering a Public Limited Company
In order to establish a Public Limited Company in India, several rules and regulations outlined in the Companies Act, 2013 must be adhered to. Here is a comprehensive checklist of prerequisites to consider when registering a Public Limited Company:
- Minimum Shareholders: A minimum of 7 shareholders is mandatory for the formation of a Public Limited Company.
- Directorship: A minimum of 3 Directors is required to initiate the incorporation process.
- Share Capital: A minimum share capital of Rs. 5 lakh is essential.
- Digital Signature Certificate (DSC): At least one of the Directors must possess a Digital Signature Certificate (DSC) when submitting self-attested copies of identity and address proof.
- Director Identification Number (DIN): Directors must obtain a Director Identification Number (DIN).
- Company Name Selection: An application is to be made for the selection of the company’s name.
- Main Object Clause: Draft an application that includes the main object clause of the company. This clause delineates the primary objectives of the Company post-incorporation.
- Submission to ROC: All relevant documentation, such as the Memorandum of Association (MOA), Articles of Association (AOA), a properly filled Form DIR-12, Form INC 7, and Form INC -22, should be submitted to the Registrar of Companies (ROC).
- Registration Fees: Payment of the registration fees prescribed by the ROC is mandatory.
- Business Commencement Certificate: Following ROC approval, the company should proceed to apply for the business commencement certificate.
Annual Compliances for a Unlisted Company
| SR. NO | COMPLIANCE | PARTICULARS OF COMPLIANCE | FORM NO. | SECTION AND RULES | DUE DATES |
| 1 | Board Meeting | Discussions related to appointment or reappointment of auditor or any such related issues. | – | Section 173 of the Companies Act | At least 4 Board meeting in a year. |
| 2 | Appointment of Cost Auditor | Issue the Letter of Appointment to Cost Auditor and intimation to be made to Central government about its appointment. | Form CRA-2 | As per Section 148(3) along with Rule 6(2) and Rule 6(3A) of the Companies (Cost Records and Audit) Rules,2014 | Original Appointment to be done within 30 days of Board Meeting or 180 days of Financial year, whichever is earlier Casual Vacancy to be filled within 30 days of Board Meeting. |
| 3 | Return of Deposits(DPT) | The Return of Deposit should be filed before the Registrar of Companies or ROC | Form DPT-3 | As per Rule 16 of Companies (Acceptance or Deposit) Rules, 2014 | 30th June of every year |
| 4 | Appointment of CEO or CFO or CS | Appointment of full time or casual CEO or CS or CFO | Form MGT-14 & Form DIR-12 | According to Section 203 read with Rule 8 & 8A of the Companies (Appointment and remuneration of Managerial Personnel) Rules, 2014. | Within 30 days of the Annual General Meeting and in case of casual vacancy within 6 months. |
| 5 | Annual General Meeting | Conducting Annual General Meeting for declaration of dividend. | – | Section 96 of the Companies Act, 2013 | The first Annual General Meeting is to be held within 9 months of the end of financial year. |
| 6 | Special Resolution | Special Resolution passed at Annual General Meeting | – | Section 117 of the Companies Act, 2013 to be read with Rule 24 of the Companies (Management and Administration) Rules, 2014. | Within 30 days of passing the resolution |
| 7 | CSR Committee | Hold meeting and approve CSR Activities | – | Section 135 of the Companies Act, 2013 read with companies(Corporate Social Responsibility Policy) Rules, 2014 & SS-1 | Four Board meetings with a gap of not less than 120 days between two Board meetings. |
| 8 | Director’s Disclosure | Director’s need to disclose financial interest in the company. | Form MBP-1 | Section 184(1) of the Companies Act, 2013 to be read along with Rule 9(1) of the Companies (Meetings of Board and its Powers) Rules,2014 | After its appointment in first meeting |
Annual Compliances for Listed Public Limited Company:
| SR. NO | COMPLIANCE | PARTICULARS OF COMPLIANCE | FORM NO. | SECTION AND RULES | DUE DATES |
| 1 | Annual General Meeting | Annual General Meeting to be conducted as per the provisions of the Act. | Form MGT-15 | Section 121(1) of the Companies Act,2013 | Within thirty days from date of its incorporation. |
| 2 | Financial Statements | Balance sheet, Director’s Report, Cash Flow Statement Auditor’s Report and the consolidated Financial Statement prepared in Extensible Business Reporting System (XBRL). | Form AOC-4 | As per Section 137 of the Companies Act to be read with Rule 12(2) of the Companies (Accounts) Rules, 2014. | Within thirty days of holding the Annual General Meeting or AGM |
| 3 | Annual Return | Information about the directors and shareholders is to be filed with relevant Registrar of Companies | MGT-7 | According to section 92 of the Companies Act, 2013 to be read with Rule 11(1) of the Companies (Management and Administration) Rules 2014. | Within sixty days of the Annual General Meeting(AGM) |
| 4 | Financial and Director’s Report | Adoption of Financial and Director’s Report | Form MGT-14 | Section 173 read along with Secretarial Standards 1 | Within thirty days from the Board Meeting |
| 5 | Income Tax Returns | Income Tax Returns must be filed before the Tax Department. | Form ITR-6 | – | On or before 30th September of the financial year |
| 6 | Secretarial Audit Report | Submission of Secretarial Audit Report along with the Board Report when: Its total Paid- up capital is equal to or crosses Rs.50 crore or Its annual turnover is equal to or exceeds Rs 250 crore | Form MR-3 | Section 204 of Companies Act, 2013 to be read with Rule 9 of The companies (Appointment and Remuneration Personnel) Rules, 2014. | Section 204 of Companies Act, 2013 to be read with Rule 9 of The companies (Appointment and Remuneration Personnel) Rules, 2014. |
| 7 | Compliances under all Rules and Regulations associated with SEBI | Includes the Listing Regulations of 2015 | – | Listing Regulations of 2015, SEBI | – |
Event-Based Compliances for a Listed Company:
Certain annual compliance requirements must be observed when specific events occur, including:
- Alterations in the company’s internal management structure.
- Unanticipated tasks to be undertaken by the company.
- Both expected and unexpected corporate expansions.
- Any unforeseen actions that could result in alterations to the company’s registration.
Additionally, various laws such as those enforced by RBI, FEMA, IPR, and ESI Regulations, among others, impose their own compliance obligations. Public Limited Companies must adhere to these compliance standards accordingly.