- Name Approval & DSC 1-2
- Drafting MOA & AOA documents with ROC 3 -5 Days
Public Limited Registration Online
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Public Limited Registration
Public Limited Registration: A Public Limited Company (PLC) is a type of business entity that offers its shares to the general public and provides an opportunity to raise capital by selling shares to investors. It is governed by the Companies Act, 2013, in India. The process of registering a Public Limited Company involves multiple steps and compliance requirements to ensure transparency and protect the interests of shareholders.
According to Section 2 (71) of the Companies Act 2013, a public limited company is a company that is not a private company.
Key Features and Benefits
- Limited Liability: Shareholders’ liability is restricted to the amount of their investment.
- Access to Capital: Ability to raise substantial capital through public issuance of shares.
- Credibility: Enhanced credibility due to regulatory oversight.
- Liquidity: Shares are freely traded on the stock exchange, providing liquidity to shareholders.
- Perpetual Succession: The company’s existence is not affected by changes in ownership or management.
Advantages of Private Limited
- Limited Liability Protection: Shareholders’ personal assets are protected from the company’s debts and liabilities.
Continuity of Existence: The company continues to exist beyond the lives of its original shareholders.
Ease of Raising Capital: It is easier to attract investors since they can invest without taking on personal liability.
Professional Image: Having a registered company can enhance the credibility and professional image of the business.
Flexibility in Ownership: Shares can be transferred, though often with restrictions to maintain control over who becomes a shareholder.
Legal Framework and Requirements
Registration under the Companies Act, 2013
1. Eligibility:
- Directors and Shareholders: Minimum of 3 Directors and 7 shareholders. There is no maximum limit on the number of shareholders.
- Director Identification Number (DIN): Each director must have a DIN.
- Digital Signature Certificate (DSC): At least one director must have a DSC to digitally sign documents.
2. Essential Documents:
- DIN: For all directors.
- DSC: For at least one director.
- Name Approval: Application for name approval from the Registrar of Companies (RoC).
- Memorandum of Association (MoA): Outlining the company’s objectives.
- Articles of Association (AoA): Defining the company’s internal rules and regulations.
- Registered Office Proof: Proof of the company’s registered office address.
- Identity and Address Proof: For all directors and shareholders.
3. Registration Procedure
Step 1: Obtain Digital Signature Certificate (DSC)
The first step is to obtain a DSC for the proposed directors. A DSC is essential for signing electronic documents and forms during the registration process.
Step 2: Obtain Director Identification Number (DIN)
Apply for a DIN for each director through the Ministry of Corporate Affairs (MCA) portal. This unique identification number is required for all directors of a company.
Step 3: Name Approval
- Application: File Form INC-1 to the RoC to reserve a unique name for the company.
- Guidelines: The proposed name should not be identical or similar to an existing company or trademark. It should also comply with the naming guidelines prescribed by the MCA.
Step 4: Drafting MoA and AoA
- Memorandum of Association (MoA): This document outlines the main objectives for which the company is formed. It includes details like the company’s name, registered office, and the capital structure.
- Articles of Association (AoA): This document defines the rules and regulations governing the company’s internal management. It includes provisions related to the rights of shareholders, appointment and removal of directors, and conduct of meetings.
Step 5: Filing Forms with RoC
- Form SPICe+ (Simplified Proforma for Incorporating Company Electronically Plus): This integrated form is used for company incorporation, obtaining PAN, TAN, and EPFO/ESIC registration.
- Attachments: Attach the signed MoA, AoA, and other required documents with Form SPICe+.
Step 6: Certificate of Incorporation
Upon verification of the submitted documents, the RoC issues the Certificate of Incorporation. This certificate signifies that the company has been legally registered and includes the Corporate Identification Number (CIN).
4. Post-Incorporation Compliance
- Share Allotment: Issue shares to subscribers as per the MoA.
- Board Meetings: Conduct the first board meeting within 30 days of incorporation and hold at least four board meetings every year.
- Statutory Registers: Maintain statutory registers like the Register of Members, Register of Directors, and Register of Charges.
- Auditor Appointment: Appoint the first auditor within 30 days of incorporation.
5. Annual Compliance
- Annual General Meeting (AGM): Hold the AGM within six months from the end of the financial year to review the company’s performance, approve financial statements, and appoint directors.
- Annual Return: File the annual return in Form MGT-7 within 60 days of holding the AGM.
- Financial Statements: File financial statements in Form AOC-4 within 30 days of holding the AGM.
- Income Tax Returns: File income tax returns by 30th September of the assessment year.
6. Event-Based Compliance
- Change in Directors: File Form DIR-12 for any changes in directors.
- Increase in Share Capital: File Form SH-7 for any increase in share capital.
- Charge Creation/Modification/Satisfaction: File Form CHG-1/4/9 for the creation, modification, or satisfaction of charges.
- Annual Filing: File Form ADT-1 for the appointment or change of the auditor.
7. Financial Compliance
- Statutory Audit: Conduct a statutory audit by a Chartered Accountant.
- Cost Audit: Conduct a cost audit if the company’s turnover exceeds specified limits.
- Secretarial Audit: Conduct a secretarial audit if the company meets certain criteria regarding paid-up capital and turnover.
8. Corporate Governance Compliance
- Board Composition: Maintain the required board composition, including independent directors and women directors.
- Committee Formation: Form mandatory committees such as the Audit Committee, Nomination and Remuneration Committee, and Stakeholders Relationship Committee.
- Related Party Transactions: Ensure approval and disclosure of related party transactions.
Penalties and Legal Consequences
Non-compliance with the regulatory requirements can lead to severe penalties, including fines and imprisonment. The company and its officers can be held liable for lapses, underscoring the importance of diligent compliance.
Challenges and Solutions
- Regulatory Changes:
- Challenge: Keeping up with frequent changes in regulations.
- Solution: Regular updates from professional bodies, training, and consultations with legal experts.
- Complex Compliance Requirements:
- Challenge: Managing the extensive compliance requirements.
- Solution: Implementing compliance management software and hiring qualified professionals.
- Cost of Compliance:
- Challenge: High costs associated with compliance.
- Solution: Efficient planning and budgeting for compliance activities.
Documents Required for Public Limited Registration
- Copy of pan card of directors
- Copy of Aadhar card/ voter identity card of directors
- Passport size photograph of directors
- Electricity /Water bill (Business Place)
- Copy of property paper (if owner property)
- Landlord NOC (format will be provided)
- Copy of rent agreement (if rented property)
- Past 3 months current bank statement of members
Advantages of a public Limited Company:
- There is no restriction on sale and purchase of shares of public limited company
- There is no restriction on its maximum number of members.
- Public may be invited for appropriation to Shares and Debentures in a public limited company
- It has been able to raise capital through public buyers
- Public limited company also allow for easy moving of shares and assets
- Public sector companies are the most reliable and successful companies
- The growth rate of public limited companies is higher than other companies and firms
- Public limited companies are more secure
- It has higher authorised capital
- The rules, regulation and management of a public limited company are systematic.
With increasing globalization and the ease of raising capital, Public Limited Companies are poised for growth. Adherence to robust compliance frameworks ensures investor confidence and business sustainability. Continuous evolution in corporate governance practices further strengthens the prospects of Public Limited Companies.
Dial on financial services helps you in preparing all the documents of company registration and in the company formation. We are provides you all the facilities from company registration to company management. We will register your company with the company process and the new company building process.
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Frequently Asked Questions
A Public Limited Company (PLC) is a type of business entity that offers its shares to the general public and has limited liability. It can raise capital by issuing shares and is governed by the Companies Act, 2013 in India.
- Limited Liability: Shareholders’ liability is limited to the amount of their investment.
- Capital Raising: Ability to raise substantial capital through public investment.
- Credibility: Enhanced credibility due to regulatory oversight.
- Liquidity: Shares can be traded freely on the stock exchange.
- Perpetual Succession: The company’s existence is not affected by changes in ownership or management.
- Minimum of 3 Directors and 7 shareholders.
- No maximum limit on the number of shareholders.
- Each director must have a Director Identification Number (DIN).
- At least one director must have a Digital Signature Certificate (DSC).
- A unique name approved by the Registrar of Companies (RoC).
- DIN: For all directors.
- DSC: For at least one director.
- Name Approval: Form INC-1 for name reservation.
- Memorandum of Association (MoA): Outlining the company’s objectives.
- Articles of Association (AoA): Defining the internal rules and regulations.
- Registered Office Proof: Proof of the registered office address.
- Identity and Address Proof: For all directors and shareholders.
The entire process typically takes around 15-20 business days, depending on the prompt submission and verification of documents.
- Share Allotment: Issue shares to subscribers as per the MoA.
- Board Meetings: Conduct the first board meeting within 30 days of incorporation and hold at least four board meetings every year.
- Statutory Registers: Maintain statutory registers like the Register of Members, Register of Directors, and Register of Charges.
- Auditor Appointment: Appoint the first auditor within 30 days of incorporation.
- Annual General Meeting (AGM): Hold AGM within six months from the end of the financial year.
- Annual Return: File the annual return in Form MGT-7 within 60 days of holding the AGM.
- Financial Statements: File financial statements in Form AOC-4 within 30 days of holding the AGM.
- Income Tax Returns: File income tax returns by 30th September of the assessment year.
Non-compliance with regulatory requirements can result in severe penalties, including fines and imprisonment. The company and its officers can be held liable for any lapses.
Bizlawindia provides end-to-end assistance in registering a Public Limited Company, including:
- Consultation and Planning: Initial consultation and strategic planning.
- Document Preparation and Filing: Assistance with obtaining DSC and DIN, name approval, drafting MoA and AoA, and filing Form SPICe+.
- Post-Incorporation Support: Guidance on share allotment, board meetings, statutory registers, and auditor appointment.
- Compliance Management: Support with annual and event-based compliance requirements.
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