Overview - Public Limited Company
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A 'Public Company' is a limited company formed with minimum of 7 members and 3 Directors. There is no restriction for Maximum number of members in a Public Company.
The name of the company should end with the words 'Limited'. Subject to the compliance of the Companies Act, a company can issue shares to the public and can accept deposits from the public. Operations of public limited companies are subject to more stringent compliance of many of the restrictive provisions of the Companies Act.
Generally, companies that require huge capital investments opt to be registered as a Public Limited Company.
COMPANY NAME
The name of a Public Limited company shall end with the words 'Limited'. Proposed Company Name shall comply with the Company Name Availability Guidelines under Companies Act 2013
There are TWO ways for reserving a name for a New Company.
a. RUN (Reserve Unique Name) is an easy and web-based application for reservation of a Company Name. The name approved under RUN Process is valid for a period of 20 days from the date of approval. In one application, Two names can be submitted for approval under RUN process. If the application is rejected, the another Two more names can be submitted again. If that also rejected by ROC office, a fresh application to be filled with fresh filing fee.
b. SPICe (Simplified Proforma for Incorporating Company Electronically) Incorporation Filing process is an integrated single point application for Reservation of Company Name, Allotment of DIN for Directors and Incorporation of a New Company along with allotment of Permanent Account Number (PAN) and Tax Collection and Deduction Number (TAN) to the New Company. Under SPICe application, only ONE name can be submitted for approval.
SHARE CAPITAL
There is no minimum capital (Authorised or Paid up Capital) requirement for registering a company. However, the registration fee payable to the Registrar of companies depends on the different slabs of Authorised capital of the company.
The First Shareholders must bring the subscribed capital to the Company with in 60 days of Company Incorporation and the Company must issue share certificates to the subscribers.
REGISTERED OFFICE ADDRESS
Registered Office refers to the official correspondence address of a company or its principal place of business. The address of the Registered Office will be used for all official communications of the company.
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Company Registration - Public Limited - Requirements
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How to Register a Public Limited Company - Easy Steps
Identify a minimum of 7 shareholders and 3 directors.
For registering a public company, a minimum of 7 shareholders and 3 directors are required. Shareholders could be individuals, companies or LLPs, but only individuals can become directors of the company. A director need not be a shareholder of the company and shareholders need not necessarily be the directors also.
Shareholders / Members are the persons holding shares in a company.
Directors of company are responsible for the management of the company affairs and legal compliance under various laws. Directors are normally appointed by shareholders. Indian company laws specify that only an individual can be appointed as a director of a company.
Obtain a Director Identification Number (DIN) for all proposed directors.
The proposed director must have a DIN allotted by the Ministry of Corporate Affairs. DIN can be obtained by filing an online application with a copy of ID and address proofs. Indian nationals must have a PAN for applying a DIN.
Obtain a Digital Signature Certificate (DSC) for promoters and directors.
During the registration process, all the documents are submitted to the ROC online through www.mca.gov.in. These forms need to be authenticated by signing it using Digital Signature Certificate issued by Certifying Authority in India. All promoters and directors should have a digital signature certificate to authenticate the documents that are being filed.
Identify the location and authorised capital of the company
It is important to have a proper address for the registered office of the company. The address need not be a commercial location for registering a company. It could be the residential address of one of the promoters or any other identifiable address. The ROC will send all correspondence relating to the company to the registered office address. The jurisdiction of the ROC will depend on the location of the registered office.
A public limited company should have no minimum authorised capital. Authorised capital can be any amount. Company registration fee varies depends on authorised capital of the company.
Company Name Application
The name of the public company should end with the words 'Limited'.
Before proceeding with the incorporation process, an application has to be filed for getting the company name approval from the ROC. It is preferable to submit the application with multiple names in the order of preference. The company name application must be in line with the Company Name Guidelines.
Company name application is filed in RUN Form of the Ministry of Corporate Affairs, Government of India, to check the availability of the proposed name for registration of a new company.
Execution of company registration documents
After the company name is approved, the company incorporation documents such as Memorandum of Association (MOA) and Articles of Association (AOA) have to be executed by the promoters in the prescribed format. Now MOA and AOA are electronic document (eMoA (INC-33), eAOA (INC-34)
Submission of company registration documents to the ROC
Once the eMOA and eAOA are prepared, the same have to be submitted to the ROC Central for registration of the company. Usually in couple of days, Central Registrar Register company.
Company Registration and Certificate of Incorporation
The ROC will register the company after due verification of eMOA, eAOA and other details and will issue the Certificate of Incorporation (COI). The Central ROC will also allocate a Corporate Identification Number (CIN) to the company that is registered. The COI is now issued by the ROC in digital form with the digital signature certificate. Central ROC will not issue any physical certificate.
Filing Commencement of Business Declaration
A public company cannot start its business immediately unless declaration is filed by directors stating that all subscribers paid subscription money in such manner within 180 days from the date of incorporation.
Documents Required
Director Identification Number
DIN is mandatory to become a director of a company. Now, DIN numbers are issued alone with the incorporation by filing required documents. The following list of documents are required for obtaining DIN number
The Utility bill submitted shall not be order than 2 month on the date of filing. In case of foreign nations, documents need notarization and apostille.
DIN Document List
- Copy of PAN Self Attested - Indian National
- Bank statement copy or
- Mobile Bill or
- Gas Bill or
- Electricity Bill
- Any other utility Bill
- Foreign national - Copy of passport
- Indian national have passport- Copy of passport
Digital Signature
Every subscriber to memorandum of association and director need to obtain digital signature issued by Certifying Authority. To obtain DSC, following documents required
In case of any utility bills like electricity, water, gas, and telephone bill, in the name of the applicant, the recent proof, but not earlier than 2 months from the date of application should be attached.
List of Documents for DSC
- Application Form Filled and Signed
- ID proof Passport or
- Driving License or
- PAN Card or
- Post Office ID card or
- Bank Account Passbook containing the photograph and signed by an individual with attestation by the concerned Bank official.
- Photo ID card issued by the Ministry of Home Affairs of Centre/State Governments.
- Photo ID card issued by any Government Authority bearing the signatures of the individual.
- Aadhaar Card
- Address Proof Document
- Passport or
- Driving License (DL)/ Registration certificate (RC) or
- Voter ID Card
- Bank Statements signed by the bank
- Telephone Bill
- Electricity Bill
- Water Bill
- Gas connection
- Aadhaar Card
Features of Public Limited Company
MInimum Directors
A public company must have minimum 3 directors of with minimum one director must be resident in India
MInimum and Maximum Shareholders
A public company must have minimum seven shareholders all time. There is no limit on maximum number of shareholders.
Compliance Requirements
Public company shall comply with all most all provisions of Companies Act as this type of company is for large business with public interest.
Transfer of Shares
Shares of a public company is freely transferable. Board of directors can not impose restrictions on share transfer.
Issue of Shares
A public company can issue shares subject to regulation of SEBI and other compliance requirements
Faq - Company Registration - Public Limited
Digital signature certificates are used by programs on the Internet and local machines to confirm the identity of a third party.
Digital signatures have often confused with scanned copies of a physical written signature, which do not have any legal backing for authentication of electronic documents.
MOA contains the name of a company, the state in which the registered office of the company is located, objectives, and its authorised capital. The MOA will be subscribed by the initial promoters of the company digitally. They will also have to enter name, father's name, residential address, occupation and the number of shares they agree to subscribe in the company. The MOA should also bear the signature of the witness digitaly who knows the subscribers.
The details of subscribers to the MOA cannot be amended or changed at any point of time during the life of the company, as it constitutes the document giving birth to a company. Subsequent changes in the shareholding or directorship of the company should be reflected in its internal records and will not affect the subscriber details in the MOA.
AOA contains rules and regulations for the management of a company's internal affairs and conduct of its business. It defines the relationship of company between its members and directors and relation between members and directors. It also describes powers of directors. Further, the AOA describes the rights and duties of its members as well as the duties and responsibilities of its directors.
In case of a private limited company, the AOA will contain the restrictions of transfer of shares, if any. Also, AOA usually contains the names of first directors of a company.
The AOA will be subscribed by the initial promoters of the company digitally. Promoters will have to enter their names, father's name, residential address, and occupation. The AOA should also bear the signature of the witness (digitally) who knows the subscribers.
The details of subscribers to the AOA cannot be amended or changed at any point of time during the life of the company, as it constitutes the document giving birth to a company. Subsequent changes in the shareholding or directorship of the company should be reflected in its internal records and will not affect the subscriber details in the AOA.
Registered Office of the company can be shifted from one place to another in the same state or from one state to another after complying with legal requirements. The company shall affix the name and address of its registered office outside every office or place of business in a prominent position. Also, the name and address of its registered office should be mentioned in its business letters, bills and other official publications.
Statutory declaration should be filed at the time of incorporation of a company, confirming the compliance of legal requirements under the Companies Act for registration of a new company. The form also contain first directors details and registered office of the company
2. INC-33 eMOA
Electronic Memorandum of Association of the company
3. INC-34 eAOA
Articles of Association of the company in electronic form
CIN is a 21-digit number that contains the information such as status (listed / unlisted), NIC code of business activity, state of registration, year of registration, private or public and the sequential registration number in the respective state (for example, U74110KA2008PTC046914)
