Public Limited Company Registration
A public limited company represents one of the widely recognized business structures. Complete your registration for a public limited company with ease and embark on your entrepreneurial journey.
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Public Limited Company Registration – An Overview
The registration of a Public Limited Company is an online procedure that is required by the Companies Act of 2013. Applications must be submitted through the Ministry of Corporate Affairs (MCA) website.
A Public Limited Company is a legal structure regulated by the Companies Act, allowing for the unrestricted transfer of shares on stock exchanges. Its ownership is distributed among numerous shareholders, each of whom enjoys limited liability in relation to the company.
What is a Public Limited Company?
Requirements for Registering a Public Limited Company in India
Public limited companies are recognized for their heightened level of prestige. There are specific mandatory criteria that must be met for their registration. The subsequent points outline the requirements for establishing a new Public Limited Company in India:
Features of a Public Limited Company in India
A public limited company is regarded as one of the most prominent types of business structures. The characteristics of a public limited company in India include:
- Directors – To establish a public limited company, it is necessary to have a minimum of three directors and a maximum of fifteen directors.
- Limited Liability – Shareholders enjoy limited liability, which confines their financial responsibility to the amount they have invested in the company, in contrast to sole proprietorships and partnerships. However, it is important to note that shareholders of a public limited company remain liable for any unlawful actions they may undertake.
- Share Capital – A public limited company is not required to maintain a minimum paid-up capital; however, it must possess a minimum authorized share capital of INR 1 lakh.
- Prospectus – It is obligatory to publish a prospectus that outlines the business details for public awareness.
Name – All such entities must include the term “limited” following their company name.
Procedure to Register a Public Limited Company in India
To successfully register a public limited company in India, it is essential to adhere to a systematic guide. The process for registering a public limited company in India is outlined as follows:
Step 1 : It is essential to fulfill all legal obligations, including the minimum paid-up share capital, the requisite number of shareholders, and the necessary number of directors.
Step 2: The subsequent step involves acquiring the Digital Signature Certificate (DSC) and Director Identification Number (DIN) for the individuals designated as company directors. Only natural persons are permitted to serve as directors; no corporate entities, such as Limited Liability Partnerships (LLPs) or financial institutions, may assume this role in a public limited company. It is not a requirement for a director to possess shares in the company.
Step 3: The company is required to register its official address with the Registrar of Companies (ROC). The registration fees will be determined by the company’s authorized capital.
Step 4: Prior to registration, the ROC must approve the proposed name of the company. The term “Limited” must be included at the end of a Public Limited Company’s name. The application should be submitted to the Ministry of Corporate Affairs using the RUN form, and it is prudent to provide a list of alternative names in case the initially preferred name is unavailable.
Step 5 Upon approval of the company name, it is imperative to obtain the Memorandum of Association (MoA) and Articles of Association (AoA).
Step 6 The necessary documentation must be submitted to the ROC for verification.
Step 7 Once the documents are validated, the ROC will proceed with the registration of the company and issue the Certificate of Incorporation (COI) along with the Corporate Identification Number (CIN).
Step 8 The company is not permitted to commence operations immediately. Therefore, it must apply for a certificate of commencement within 180 days of receiving the COI. The COI serves to confirm the subscription amounts that each subscriber has contributed.
Public Limited Company Registration Process – Step by Step
Step 1
Form filing
Step 2
Document Submission
Step 3
Professional Fee Payment
Step 4
Company Registration
Documents Required for Public Limited Company Registration
Establishing a public limited company can be a prudent decision. Nevertheless, it is essential to be aware of the key documents necessary for the registration process. Below is a checklist of the documents required to register a public limited company in India:
- Identity Proof – Passports and PAN cards of international and Indian directors.
- Address Proof – Utility bills or rental agreements as residential address proof.
- Director Identification Number (DIN) – DIN assigned by the Ministry of Corporate Affairs.
- Digital Signature Certificate (DSC) – An electronic signature that guarantees the legitimacy of papers submitted online.
- Memorandum of Association (MoA) – Official document outlining the company’s goals and range of activities.
- Articles of Association (AoA) – A written statement of the procedures and policies guiding the company’s internal management.
- Declaration by Directors and Subscribers – A formal declaration signed by the subscribers and directors attests to the company’s adherence to incorporation regulations.
- No Objection Certificate (NOC) – NOC from the landlord if the registered office is a rented property.
- Shareholding Pattern of the Proposed Company – An overview of how the company’s stockholders have been allocated their shares.
- Proof of Registered Office Address – Records attesting to the place where the business is registered and runs its operations.
Mandatory Compliances for a Public Limited Company
Unlisted and Listed Public Companies are required to adhere to different compliance regulations. These include:
Unlisted Public Limited Company
- Board Meetings – Mandatory to hold at least four board meetings as per Section 173 of the Companies Act, 2013.
- Auditor Appointment – As per Section 148(3) along with Rule 6(2) and Rule 6(3A) of the Companies Rules, 2014, the appointment of an auditor is mandatory. An auditor should be appointed within 30 days of the Board meeting or 180 days of the financial year, whichever is earlier. Even in case of a vacancy, it should be filled within 30 days.
- Return of Deposits – Mandatory to file the Returns of Deposits with the ROC under whose jurisdiction the company falls. It should be done via Form DPT 3 in compliance with rule 16 of the Companies (Acceptance of Deposit) Rules, 2014.
- CFO or CS or CEO Appointment – As per Section 203 read with Rule 8 and Rule 8A of the Companies Rules, 2014, it is mandatory to appoint the CFO or CS or CEO within 30 days of the Annual General Meeting or 6 months in case of a vacancy. Form MGT 14 or Form DIR 12 are to be filed.
- Annual General Meeting – As per Section 96 of the Companies Act, 2013, the AGM for the declaration of the dividend must be organised.
- CSR Committee – As per the Companies Act,2013 read with Companies Rule,2014 and Secretarial Standard, the CSR Committee is mandated to hold four meetings with a gap of not less than 120 days between each meeting. These meetings must be held for discussion and approval of the CSR activities initiated by the company.
- Director’s Disclosure – As per Section 184(1) of the Companies Act, 2013 read with Rule 9(1) of the Companies (Meetings of Board and its Powers) Rules, 2014, directors must disclose their financial interests in the Company through Form MBP 1.
Publicly Traded Company
- Annual General Meeting (AGM)—The AGM must be held in accordance with Section 121(1) of the Companies Act, 2013. Once the meeting is conducted, Form MGT-15 must be filed.
- Financial Statements – Mandatory to file the Financial Statements as per Section 137 of the Companies Act, 2013, read with Rule 12(2) of the Companies (Accounts) Rule, 2014. These statements comprise balance sheets, cash flows statements, Director’s statement, Director’s report, Auditor’s report, and the combined financial state (prepared in XRBL – Extensible business reporting system). This has to be filed via Form AOC 4.
- Annual Returns – As per Section 92 of the Companies Act, 2013 read with Rule 11(1) of the Companies (Management and Administration) Rules,2014, Annual Returns have to be filed. These returns must disclose details about directors and shareholders. These must be filed via Form MGT 7 with the ROC under whose jurisdiction the company falls.
- Financial and Director’s Report – The Financial and director’s report is to be filed via form MGT 14, as per Section 173 of the Companies Act read with the Secretarial standard 1.
- Income Tax (IT) Returns – Income Tax returns must be filed with the IT department through ITR 6 on or before September 30th of the (current) financial year.
- Secretarial Audit Report – Section 204 of the Companies Act, 2013 read with Rule 9 of the Companies Rules, 2014 mandates the company to submit a Secretarial report. This report has to be submitted only when the company’s total paid-up capital equals or crosses INR 50 crores or, that annual turnover equals or exceeds INR 50 crores or if annual turnover exceeds INR 250 crores. This filing is done through Form MR 3.
- Other compliances – Other compliances, such as rules and regulations listed by SEBI, must be followed.
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