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Public Limited Company Registration in India

A Public Limited Company is a Company limited by shares in which there is no restrictions on the maximum number of shareholders. It can offer its shares or debentures to Public, can make or accept deposits from Public and there are no restrictions on the transfer of shares. The liability of each shareholder is limited to the extent of the amount of shares subscribed. However, the liability of a Director/ Manager of such a Company can at times be unlimited. The minimum number of shareholders is 7 and Directors is 3. It also has a minimum share capital requirement of Rs.500,000. A Public Limited Company should be registered under the companies act, 1956 with Registrar of Companies of the respective State. Although the company registration with RoC is on State level, it is free to do Business anywhere in India.

Steps to Register a Public Limited Company:
  1. Finalizing a Business Name
    • 6 names of the company should be proposed in preferential order alongwith suitable justification for the proposed names. This must be followed by the word "Limited".
    • The proposed names should not be identical or very similar to any existing company name.
    • Few words are restricted to be part of the name e.g. "India", "Institute", "National" etc. are allowed in certain circumstances and may also carry higher minimum capital condition.
    • Confirmation about availability of a specific business name must be obtained before proceeding ahead with other steps.
    • Applicable Form: Form 1A.
  2. Registered Office Address
    • All communication from Regulatory authorities is done at this address.
    • This can be different from the actual place where the business is conducted.
    • The ownership/ rental agreement should be in favour of proposed company or proposed directors/ shareholders.
    • This will govern the selection of State, whose RoC will be used for registering/ incorporating the proposed company.
  3. Executing Power of Attorney
    • Power of Attorney should be executed by All Directors authorizing a person to carry out any changes in the documents, if required, and also to submit all the documents to the RoC and collect the Certificate of Incorporation.
  4. Drafting Memorandum of Association (MoA)
    • The memorandum of association of a company is the document that governs the relationship between the company and the outside world.
    • A memorandum of association is required to state the name of the company, the type of company (such as public limited company or private company limited by shares), the objectives of the company, its authorized share capital, and the subscribers. A company may alter particular parts of its memorandum at any time by a special resolution of its shareholders, provided that the amendment complies with company law.
    • Should be done on prescribed value of Stamp Paper
  5. Drafting Articles of Association (AoA)
    • The articles of association of a company are the regulations governing the relationships between the shareholders and directors of the company.
    • Articles of association typically cover the issuing of shares, the different voting and dividend rights attached to different classes of share, restrictions on the transfer of shares, the rules of board meetings and shareholder meetings, and other similar issues.
    • Should be done on Prescribed value of Stamp paper
  6. List of all persons who have consented to Act as Directors alongwith their individual consent letters
  7. Obtaining Director Identification Number ( DIN) for every proposed Director of the company.
    • Applicable Form: Form DIN-1
    • Should be applied individually for every Director
  8. Obtaining Digital Signature for at least 1 Director
    • Digital signatures are now madatory for companies. At least 1 Director should have a digital signature.
  9. Obtaining PAN for every proposed Director
    • Applicable Form : Form 49A from Income Tax Department
    • Should be applied individually for every Director
  10. Submitting different forms for registering the company alongwith their applicable fees:
    • Declaration of compliance - Form 1
    • Notice of situation of registered office of the company - Form 18
    • Particulars of the Director's, Manager or Secretary - Form 32
    • MoA and AoA
    • List of Directors and their consent letters
    • Pay applicable fees online or offline for various forms to be submitted
    • All the Forms and Documents should be submitted in Electronic form (eFiling) and Physical form both
    • All the forms and documents should be signed by at least 1 Director and a professional (Chartered Accountant, Company Secretary or Cost Accountant in Full time practice)
  11. Obtaining Certificate of Incorporation
    • The RoC will issue a Certificate of Incorporation after verification of all submitted documents.
  12. Obtaining PAN for the Company
    • Applicable Form: Form 49A from Income Tax Department
  13. Register with all other regulatory authorities and obtain compulsory permissions
    • Income Tax Department - PAN (Permanent Account Number) and TAN (Tax Deductor Account Number)
    • Sales Tax/ VAT registration, if applicable
    • Service Tax, if applicable.
    • Provident Fund, if applicable.
    • ESIC (Employee State Insurance Corporation)
    • STPI/ SEZ registration and custom bonding, if applicable
  14. Rubber Stamps and Seal
    • "For Director" Stamp, Address Stamp etc.
    • Common seal for the company.



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