Public Limited Company Registration

A Public Limited Company (PLC) is a corporate entity established under the provisions of the Companies Act, 2013, that can offer its shares to the general public and raise capital from them. Public Limited Companies are suitable for businesses that require significant funding from the public, intend to trade their shares on the stock exchange, or aim for large-scale growth.

Public Limited Companies must adhere to stringent regulatory and statutory compliance standards, making them one of the most transparent business structures in India. These companies enjoy the advantage of limited liability for their shareholders, perpetual succession, and ease of raising funds through public and private investments.

Key Features of a Public Limited Company

1. Separate Legal Entity:

   • A PLC is distinct from its shareholders and directors.

2. Limited Liability:

   • The liability of shareholders is limited to the unpaid value of their shares.

3. Perpetual Succession:

   • The company’s existence is not affected by changes in its shareholders or directors.

4. Public Fundraising:

   • PLCs can issue shares, debentures, and other securities to raise funds from the public.

5. Transparency and Governance:

   • They are subject to strict disclosure and compliance norms to ensure transparency and protect investors' interests.

6. Stock Exchange Listing:

   • Shares of a Public Limited Company can be listed on stock exchanges, offering liquidity to investors.

Eligibility Criteria for Public Limited Company Registration

1. Minimum Directors and Members:

   • Minimum of 3 directors and 7 members.
   • At least one director must be an Indian resident.

2. Unique Name:

   • The company’s name must be unique and not infringe on existing trademarks or company names.

3. Capital Requirements:

   • No minimum capital requirement, but authorized and paid-up capital must be specified during incorporation.

4. Registered Office:

   • A physical office address in India is mandatory.

5. Compliance with Companies Act, 2013:

   • The entity must comply with all provisions of the Companies Act and related rules.

Process for Public Limited Company Registration

Step 1: Obtain Digital Signature Certificates (DSC)

• Digital Signature Certificates are required for filing electronic forms with the Ministry of Corporate Affairs (MCA).
• DSCs must be obtained for all directors and subscribers.

Step 2: Apply for Director Identification Number (DIN)

• Directors must obtain a DIN by filing Form DIR-3 with the MCA.

Step 3: Name Approval

• Propose and reserve a unique company name by filing RUN (Reserve Unique Name) or during incorporation using SPICe+ (Simplified Proforma for Incorporating Company Electronically Plus).

Step 4: Drafting Incorporation Documents

• Memorandum of Association (MoA): Defines the company's objectives.
• Articles of Association (AoA): Lays down the company’s rules and regulations.

Step 5: Filing Incorporation Forms

• File the following documents with the MCA through the SPICe+ portal:
  • MoA and AoA
  • Declaration by directors and subscribers (Form INC-9)
  • Proof of registered office (utility bill, rental agreement, or ownership proof)
  • Identity and address proof of directors and members

Step 6: Certificate of Incorporation (COI)

• Upon verification, the ROC issues the Certificate of Incorporation along with the Corporate Identification Number (CIN).

Step 7: Apply for PAN and TAN

• The company receives its Permanent Account Number (PAN) and Tax Deduction and Collection Account Number (TAN) along with the Certificate of Incorporation.

Step 8: Open a Bank Account

• A bank account is mandatory for business transactions.

Step 9: Compliance Requirements

• Register under GST, ESI, EPF, and other applicable laws as per business operations.

Documents Required for Registration

1. Identity Proof:

   • PAN card and Aadhaar card of directors and subscribers.

2. Address Proof:

   • Passport, driver’s license, voter ID, or utility bills (not older than 2 months).

3. Registered Office Proof:

   • Rent agreement and NOC from the owner or ownership documents and utility bills.

4. Digital Signature Certificate (DSC):

   • For all directors and subscribers.

5. Director Identification Number (DIN):

   • Required for all directors.

6. Memorandum of Association (MoA) and Articles of Association (AoA).

Benefits of Public Limited Company Registration

1. Access to Capital:

   • Ability to raise funds from the public through equity, debt, or deposits.

2. Limited Liability:

   • Shareholders’ liability is limited to their shareholding.

3. Brand Credibility:

   • Being a PLC enhances trust and credibility among investors, suppliers, and customers.

4. Transferability of Shares:

   • Shares can be freely transferred, offering liquidity to investors.

5. Perpetual Succession:

   • The company continues to exist despite changes in ownership or management.

6. Tax Benefits:

   • Avail deductions and exemptions available to corporate entities under the Income Tax Act.

Compliance Requirements After Registration

1. Annual General Meeting (AGM):

   • Conduct the AGM every year to discuss company affairs with shareholders.

2. Filing Annual Returns:

   • File Form MGT-7 and Form AOC-4 with the ROC.

3. Statutory Audit:

   • Appoint a statutory auditor to audit financial statements.

4. Filing Tax Returns:

   • File corporate income tax returns annually.

5. Board Meetings:

   • Conduct a minimum of 4 board meetings every year.

6. Registrar Filings:

   • File any changes in the company structure, directors, or shareholders with the ROC.