What is a Public Limited Company……?

As per section 2(71) of the Companies Act, 2013, Public company” means a company which—

(a) is not a private company and;

(b) has a minimum paid-up share capital  , as may be prescribed:

Provided that a company which is a subsidiary of a company, not being a private company, shall be deemed to be public company for the purposes of this Act even where such subsidiary company continues to be a private company in its articles

What are the steps to incorporate a Public Limited Company?

Step 1:

Application for Reservation of Name:

An application for reservation of name of a private limited company must be filed in RUN Form and accompanied by a government fee of Rs. 1000/-. If the name(s) applied are unique and are not identical/similar to an existing Company/LLP/Trademark, MCA will allow the name(s) for 20 days, otherwise the RUN form will be sent for re-submission, and we will be able to apply two new names by re-submitting the RUN form in the above mentioned Govt. Fee of Rs 1000/-, which we have already paid.

Step 2:

Obtaining Digital Signature Certificates:

Once the proposed company’s name has been approved, the next step is to obtain DSCs for all of the promoter directors and subscribers.

Step 3:

Spice+ E Forms for Public Limited Company Incorporation:

Spice+ E Forms for PublicLimited Company Incorporation are filed with MCA alongwith Memorandum and Articles of Association of the Company and pay the required Government fees including Stamp Duty, as applicable.

Step 4:

Certificate of Incorporation, PAN and TAN:

The Registrar shall review the filed forms and their attachments, and if the filed forms are correct and meet the provisions of the Companies Act, 2013 and the rules issued thereunder, he shall issue a Certificate of Incorporation.

PAN and TAN of the Company : PAN and TAN will be issued alongwith the Certificate of Incorporation.


Required Documents for Incorporation of Public Limited Company

1.Documents from Directors and Shareholders:

 a) Identity Proof:

  1. Permanent Account Number (PAN) Card
  2. Aadhaar Card / Passport / Driving License / Voter Identity Card
  3. Passport for Foreign Nationals (Mandatory)
  4. Proof of nationality for Foreign Nationals

 b) Address Proof:

  1. Telephone Bill / Mobile Bill
  2.  Electricity Bill / Water Bill
  3.  Bank Statement /Bank Passbook with latest transaction (Any one of the Document not older than 2 months)

            c) Passport size Photographs – 1 each

Note:

  • All the Copies of Documents must be Self Attested by the applicant
  • All the Documents in case of Foreign Director should be additionally complied as follows:
  • Notarized (if residing in commonwealth countries)
  • Notarized &Apostiled (if residing in country which is signatory to Hague convention)
  • Notarized &Consularised (If not covered in above categories)


2. Documents to be Signed by Directors:

  1. Consent to Act as Director: Form DIR-2
  2. Other Particulars of Subscribers
  3. Declaration by Subscribers & Director: INC-9

3. Registered Office – Address:

           a) No-Objection letter from the Owner of Address to use the address of the registered office of the Company.

           b) Address Proof – In the name of the Owner

   Electricity Bill, Telephone Bill (Fixed Line Only), Gas Bill or Water Bill (Not older than 2 months)                                                   

   c) Copy of Registered Sale Deed

Minimum Requirements for a Public Limited Company Registration

Company Name Should Be Unique:

The proposed company name should be unique and should not be similar to or identical to the name of an existing company, LLP, or Registered Trademark.

At Least Seven Shareholders:

A Public Limited Company can be formed by at least seven people who will function as the company’s shareholders. A public limited Company, on the other hand, can have an unlimited number of shareholders.

At Least Three Directors:

A Public Limited Company can be formed by at three people who will function as the company’s directors, with at least one of them being a resident of India.

Capital Requirements:

To register a Public Limited Company, no minimum paid-up capital is required. Investments might be made based on the needs of the company.

The Company’s Key Objects:

Before the company is formed, the company’s main objects must be established in order to describe the company’s business activities.

Compliances required for Public Limited Company:

  • The Board’s First Meeting:

The first meeting of the Board of Directors must be convened within 30 days of the company’s Incorporation. Every director shall get notice of the Board Meeting at least 7 days before the meeting.

  • Requirement with respect to Board Meetings:

  At least four Board Meetings must be held each year, with no more than 120 days between them.

  • Issuing Share Certificates:

  Within 60 days of the company’s Incorporation, the company must issue Share Certificates to the memorandum subscribers.

• Directors’ Disclosure of Interest:

   Every director shall at the first meeting in which he participates as a director; or the first meeting of the Board in each fiscal year; or whenever the disclosures change  shall report his concern or interest in any company, body corporate, firm, or other association of individuals in Form MBP1 (together with a list of relatives and entities of relatives  (including shareholding interest).

• Resident Director:

  Every company is expected to nominate at least one director who has spent at least 182 days in India during the previous calendar year.

• Changes to the MOA and AOA:

  Within 30 days of passing a Special Resolution, every change to the Articles and Memorandum must be filed with the Registrar, along with a copy of the changed Articles, notice of the meeting, and Ordinary Resolution or Special Resolution, as applicable.

  • Registers:
  • Every Company shall keep and maintain following Registers in the specified format:
  • Register of Members MGT-1
  • Register of other Security Holders residing outside India MGT-3
  • Register of Transfer and Transmission of Shares SH-6
  • Register of Charge CHG-7
  • Register of Directors
  • Register of Investments
  • Registers of Directors Interest
  • Minutes Book of General Meetings
  • Minutes Book of Board Meetings
  • Minutes Book of Committees of the Board Meetings
  • Index of the Registers
  • Minutes of Meetings:

Within 30 days of the conclusion of each meeting, minutes of the general meeting, creditors’ meeting, board of directors, and committee meetings must be written and maintained. The minutes must reflect all appointments made during the meeting. Each meeting’s minutes must be recorded in the Minutes Book, along with the date of the entry.

  Appointment of Directors:

  Each person to be appointed as a Director must provide his consent in Form DIR2, which must be lodged by the Company with the ROC in Form DIR12, within 30 days after appointment,

  DIN provisions: Every person who wishes to be appointed as a director must submit an electronic application in Form DIR-3 to the Central Government for a DIN.

  Director Qualifications: Declaration from the Director in Form DIR8 at the time of appointment or reappointment. The director must make an annual disclosure.

  Director Resignation: The Director must notify the Company of his resignation, which the Company must submit with the ROC in Form DIR12 within 30 days. Details about the resignation will be posted on the company’s website and in the Board Report.

  Return of Directors and Key Managerial Personnel (KMP): Within 30 days of appointment or change, the Return of Directors and KMP must be filed with the ROC in Form DIR 12.

  Meeting with a shorter notice: For urgent concerns, Annual General Meeting might be called on a shorter notice. It is necessary to get the approval of at least 95% of those who are eligible to vote.

 Quorum: One-third or two directors, whichever is higher, shall constitute a quorum. For the purposes of quorum, directors who participate through video conferencing will be counted.

  First Auditor: The company’s first auditor shall be appointed by the Board of Directors within a period of 30 days of Incorporation and shall serve until the conclusion of the first annual general meeting.

  Subsequent Auditor: In the first Annual General Meeting of the Company the Shareholders shall appoint the auditor, who shall hold office until the conclusion of the sixth Annual General Meeting, and shall notify the ROC by submitting ADT-1. The Company, not the auditor, is responsible for filing Form ADT 1 within 15 days after the auditor’s appointment.

  Casual Vacancy of Auditor: If a Casual Vacancy arises as a result of an auditor’s resignation, it must be filled within 30 days of the Board of Directors meeting, subject to General Meeting approval (Annual General Meeting or Extra Ordinary General Meeting). Any auditor chosen to fill a Casual Vacancy will remain in office until the next Annual General Meeting.

  ADT-3 (Auditor Resignation Letter): Within 30 days of the date of resignation, the auditor must file Form ADT-3 with the registrar indicating the reason for resigning. The auditor is responsible for filing form ADT-3, which can only be done if the applicable auditor’s ADT-1 has been filed.

  Annual General Meeting: Every company must hold an Annual General Meeting on or before September 30th of each year, during business hours (9 a.m. to 6 p.m.), on a day that is not a public holiday, and either at the company’s registered office or within the city, town, or village where the company’s registered office is located. It is necessary to give 21 clear days’ notice for the same.

  Financial Statements: Every company must file its financial statements with the Registrar of Companies in E-Form AOC-4 and Form AOC-4 XBRL within 30 days of its Annual General Meeting. The document must be digitally signed by one director and certified by a CA/CS/Cost Accountant in Practice; however, in the case of small businesses, certification is not required.

  • Annual Return: Within 60 days of the Annual General Meeting, every business must file its Annual Return in E-Form MGT-7 and MGT-7A with the Registrar of Companies. A Practicing CS must certify a Company with a turnover of INR 50 crore or higher in Form MGT-8.
  • Additional Director Regularization: If the firm wants to appoint an additional director as a director, it must do so in a General Meeting by passing a Shareholder Resolution. Within 30 days of the Annual General Meeting, submit form DIR-12 for a change in director designation, alongwith with an ordinary resolution.
  • Directors’ Report: The Directors’ Report must be filed within 30 days of the AGM with Form AOC-4,
  • Sign Board of Company : Every company must paint or affix the name and address of its registered office and keep it painted/affixed in readable characters outside every office or site where it conducts business.
  • Company Letterhead: Every company must have its name, registered office address, CIN, phone number, and email address printed on all business letters, billheads, letter sheets, notices, and other official publications.

Public Limited Company (PLC) Benefits:

  • Shareholders’ Limited Liability:

In a Public Limited Company, the Shareholders and Directors’ liability is limited by the number of shares they own in the company.

  • Stock Exchange Listing:

Unlike Private Limited firms, Public Limited companies can list on the stock exchanges and participate in IPOs (Indian Public Offerings). This has a number of commercial advantages and prospects.

  • Legal Company:

 In a Public Limited Company, the existence of the entity is not contingent on the presence of any specific individuals within the organisation.

•  Fund-Raising from a Large Number of Sources:

A Public Limited Company can raise funds through crowd-funding or by enlisting the help of the general public, as long as the legal requirements are met. It assists a company in surviving in the market and launching new enterprises with ease.

• Opportunities for growth and expansion:

The significance of having the ability to boost finance is in how it is frequently used to assist the organisation. The public Ltd. Compnay is typically in a stronger position to start out with new ventures since it has more funding available and on better terms than a personal firm.

  • FREQUENTLY ASKED QUESTIONS

• What does “annual compliance” imply?

Annual compliance refers to the rules that must be met on a yearly basis in order to avoid any penalties.

  • Is the annual compliance requirement for public firms the same as the requirement for private enterprises?

The majority of the annual compliance requirements for public Companies would be the same as those for private enterprises. A private limited business, on the other hand, is not obligated to comply with the listing requirements because it is not publicly traded.

  • Is annual compliance for a public limited business required?

Yes, annual compliance is required for a public limited Company. Such compliances must be carried out in accordance with the law’s requirements.

  • Are there any penalties for failing to file yearly returns for a public limited company?

Yes, there is a penalty for failing to file annual returns according to the rules.

  • Who should sign the e-forms for annual filing?

The director must complete and sign the annual filing of e-forms. This signature must be completed digitally by the company’s director. The procedure must also be carried out by a Chartered Accountant and a Company Secretary.