Online Public Limited Company Registration in India

Embarking on the Public Limited Company Registration journey involves crucial steps. Begin by selecting a distinctive name and securing its approval. Assemble a team with a minimum of two directors and seven shareholders (with no maximum limit). Draft the Memorandum of Association and Articles of Association, delineating the company’s goals and governing principles. Ensure the necessary share capital is in place. The subsequent phase entails meticulous preparation and submission of essential documents, encompassing forms, proofs, and declarations. Following a thorough review and approval process, you’ll be bestowed with the Certificate of Incorporation. Post-registration, attend to obligations such as acquiring a tax ID, initiating a bank account, and meeting statutory requirements. It’s imperative to engage with professionals well-versed in the regulatory landscape of your jurisdiction for precise guidance throughout this comprehensive process.

What are the Benefits of Public Limited Company Registration in India?

Following are the benefits of Public Limited Company Registration in India:

Limited Liability: Shareholders' liability is limited to the extent of their shareholding, protecting personal assets in case of company debts or liabilities.

Access to Capital: Public Limited Companies can raise capital by issuing shares to the public through stock exchanges, providing access to a larger pool of investors and funds.

Enhanced Credibility: Public Limited Companies often enjoy higher credibility and trust among customers, suppliers, and partners due to the stringent regulatory requirements they must adhere to.

Perpetual Succession: The company has a separate legal existence from its members, meaning its existence is not affected by changes in ownership or death of shareholders.

Transferability of Shares: Shares of Public Limited Companies can be freely transferred, allowing shareholders to liquidate their investment or transfer ownership without affecting the company's operations.

Ability to Offer ESOPs: Public Limited Companies can offer Employee Stock Ownership Plans (ESOPs), providing incentives to attract and retain talented employees.

Tax Benefits: Certain tax benefits and exemptions may be available to Public Limited Companies under Indian tax laws, depending on various factors such as business activities and industry.

Opportunities for Growth: Public Limited Companies have greater opportunities for expansion, mergers, acquisitions, and collaborations due to access to capital and higher market visibility.

Better Governance: Public Limited Companies are subject to strict regulatory compliance requirements, leading to better corporate governance practices, transparency, and accountability.

Brand Recognition: Being listed on stock exchanges can enhance the company's visibility and brand recognition, potentially attracting more customers, partners, and opportunities.

Applicable rules, acts, and regulations

In India, when it comes to registering a Public Limited Company (PLC), there are specific rules, acts, and regulations to follow. The Companies Act of 2013 is the main law that governs the process. It outlines the necessary steps for incorporating a PLC, such as having a minimum number of directors and shareholders, meeting share capital requirements, and preparing important documents like the Memorandum of Association and Articles of Association. The Securities and Exchange Board of India (SEBI) oversees the issuance and trading of securities by PLCs, making sure they comply with listing requirements, disclosure obligations, and corporate governance standards. Taxation laws like the Income Tax Act also apply, and PLCs must adhere to financial reporting standards set by the Ministry of Corporate Affairs.

Types and distinctions of Licenses/Services involved

In India, setting up and operating a Public Limited Company involves obtaining various licenses and services. Here are the main types and distinctions:

1.Company Registration: This is the primary license required to establish a Public Limited Company. The process involves registering the company with the Registrar of Companies (RoC) under the Companies Act, 2013.

2.Director Identification Number (DIN): Directors of the company need to obtain a DIN, which is a unique identification number issued by the Ministry of Corporate Affairs (MCA).

3.Digital Signature Certificate (DSC): Directors also need to obtain a DSC for digitally signing documents filed with the RoC. This is required for filing various forms and documents online.

4.Memorandum of Association (MoA) and Articles of Association (AoA): These are legal documents that define the company's objectives, rules, and regulations for internal governance. They need to be drafted and filed during the registration process.

5.Permanent Account Number (PAN): After company registration, a PAN needs to be obtained from the Income Tax Department. This is necessary for various taxation purposes.

6.Goods and Services Tax (GST) Registration: If the company's turnover exceeds the prescribed threshold, GST registration is mandatory for carrying out business activities.

7.Trade License: A trade license may be required from the local municipal authority depending on the nature of the business and its location.

8.Labor License: If the company plans to hire employees, certain labor licenses may be required under applicable labor laws.

9.Environmental Clearances: Depending on the industry, environmental clearances may be required from relevant authorities to ensure compliance with environmental regulations.

10.Industry-Specific Licenses/Certifications: Certain industries may require specific licenses or certifications to operate legally. For example, pharmaceutical companies need licenses from the Drug Controller General of India (DCGI).

11.Stock Exchange Listing (Optional): If the company intends to offer shares to the public, it may choose to list on a stock exchange such as the Bombay Stock Exchange (BSE) or the National Stock Exchange (NSE). This involves meeting listing requirements and regulations set by the Securities and Exchange Board of India (SEBI).

12.Trademark Registration: Companies may choose to register their brand names, logos, or other intellectual property as trademarks for protection against infringement.

These are some of the main licenses and services involved in setting up and operating a Public Limited Company in India. The requirements may vary based on factors such as the industry, location, and specific activities of the company. It's important to consult with legal and regulatory experts to ensure compliance with all applicable laws and regulations.

Eligibility for Public Limited Company Registration

Following is the eligibility for Public Limited Company Registration:

1.Minimum Directors: You need a minimum of three directors to register a public limited company in India. Out of these directors, at least one must be a resident of India.

2.Shareholders: A public limited company should have a minimum of seven shareholders. There is no maximum limit on the number of shareholders allowed.

3.Authorized Capital: While there is no specific minimum requirement for authorized capital, you need to declare the amount of authorized capital during the registration process.

4.DIN and DSC: All directors of the company must obtain a Director Identification Number (DIN) and a Digital Signature Certificate (DSC). The DIN can be obtained by submitting an online application to the Ministry of Corporate Affairs, and the DSC is necessary for filing documents online.

5.Name Approval: The proposed name for your public limited company must be unique and not resemble any existing registered companies or trademarks. It should also adhere to the naming guidelines provided by the Ministry of Corporate Affairs.

6.Registered Office: Your company must have a registered office address in India, which will serve as the official communication and legal address. You will need to provide documentation proving ownership or a lease agreement for the registered office.

7.Compliance with Laws: It is crucial to comply with all applicable laws and regulations, including the Companies Act, 2013, and other relevant statutes governing public limited companies.

8.Board Meetings and Annual General Meetings: Conduct regular board meetings and an Annual General Meeting (AGM) to discuss important company matters, financial statements, and decision-making. Accurate minutes of these meetings should be maintained.

9.Statutory Compliance: Fulfilling statutory compliance requirements is essential. This includes filing annual financial statements, appointing auditors, and adhering to tax and regulatory obligations.

Procedure for Public Limited Company Registration

Following is the step by step procedure for Public Limited Company Registration:

Choose a unique company name.

Obtain Digital Signature Certificates (DSC) and Director Identification Numbers (DIN) for the proposed directors.

Apply for name reservation.

Prepare the Memorandum of Association (MOA) and Articles of Association (AOA).

Submit the incorporation application and required documents.

Await verification and approval.

Apply for a Permanent Account Number (PAN) and Tax Deduction and Collection Account Number (TAN).

Complete post-incorporation compliance, such as obtaining a Corporate Identification Number (CIN), opening a bank account, and registering for Goods and Services Tax (GST) if applicable.

Note: Registering a Public Limited Company typically takes several weeks to a few months, depending on the country and the complexity of the company’s structure.

Public Limited Company registration involves creating a legal entity that offers shares to the public for purchase and trading on a stock exchange. This process includes meeting requirements such as minimum share capital and appointing directors.

Documents Required for Public Limited Company Registration in India

Following is the list of all the vital documents for Public Limited Company Registration in India:

Identity proof of all the Directors & Shareholders of the Company;

Address proof of all the Directors & Shareholders of the Company;

AOA & MOA of the Company;

DIN and DSC of all the Directors of the Company;

NOC or No Objection Certificate from the landlord where the office will be located;

Latest utility bills (not more than 2 months older) of the proposed registered office of the Company.

Mandatory Compliance

• Draft & submit the captivating Memorandum of Association (MOA) & Articles of Association (AOA) that outline the company’s objectives & internal rules.

• Meet the financial threshold by fulfilling the minimum authorized and subscribed share capital requirements, as per the Companies Act, 2013.

• Assemble a dynamic team of at least three directors and obtain their unique Director Identification Numbers (DINs) to steer the company’s success.

• Set the stage for success by hosting an impressive Annual General Meeting (AGM) within six months of the financial year-end, where you unveil financial statements and reports to captivate shareholders.

• Harness the power of collaboration through regular board meetings, conducting at least four per calendar year, to foster innovation and make informed decisions.

• Comply with the legal spotlight by meticulously maintaining statutory registers, including registers of members, directors, and charges, showcasing your commitment to transparency.

• Craft a compelling financial narrative through meticulous preparation and filing of annual financial statements, showcasing the company’s financial prowess with the balance sheet, profit and loss account, cash flow statement, and accompanying notes.

• Entrust the company’s financial integrity to a skilled auditor, appointed within 30 days of incorporation, ensuring compliance with annual appointment and rotation requirements.

• Secure your company’s legacy by filing an annual return with the Registrar of Companies (ROC), providing a comprehensive snapshot of company details, shareholding structure, director information, and other essential data.

• Embark on a journey of compliance excellence, adhering to all provisions of the Companies Act, 2013, and its related rules and regulations, showcasing your commitment to ethical and responsible business practices.

• Navigate the tax landscape diligently, ensuring timely payment of income tax, meticulous filing of tax returns, and seamless adherence to Goods and Services Tax (GST) regulations, should they apply.

• Earn recognition for your compliance prowess by obtaining relevant certifications, such as the prestigious Commencement of Business Certificate, where applicable, cementing your position as a compliant and trusted player in the market.

Suspension/Revocation of Service

A company’s operations can be suspended for various reasons, such as non-compliance with regulations, regulatory actions, financial difficulties, or exceptional circumstances. The suspension can be temporary or may result in the company’s dissolution.

Revocation, also known as liquidation, occurs when a Public Limited Company is no longer financially viable or solvent. It usually involves a court order and entails selling the company’s assets to settle its debts and distributing any remaining funds to shareholders.

Validity and Renewal for the Registration of Public Limited Company

Once a Public Limited Company is registered, it remains valid unless it is dissolved or removed from the Company Register. Renewal is generally not required unless there are changes to the Company’s information or legal obligations.