What is a Public Limited Company?
A Public Limited Company registration in India is the best suitable business structure for entrepreneurs who are planning for large-scale business operations. To register a Public Limited Company in India there should be a minimum of seven members and there is no limit on the maximum number of members/shareholders for starting a Public Limited Company.
A Public Limited Company in India enjoys all the privileges of a corporate entity together with the features of Limited Liability. A public limited company gets listed with the stock exchange to raise capital from the general public. Hence, the Public Limited Companies have to comply with multiple regulations of the government and start a Public Limited Company.
A Public Limited Company that is registered under the provisions that are prescribed under the Companies Act,2013. The member of a Limited Company registered in India enjoys the features of Limited Liability and this type of entity is also allowed to raise capital from the public by the issuance of shares.
Also, the rules and the regulations of a Public Limited Company are more rigid and strict in comparison to the Private Limited Company. Still, it is better to incorporate a Public Limited Company as it provides the benefits of a Private Limited Company with features such as easy transferability and ownership of shares.
Procedure for obtaining Public Limited Company registration
What is the procedure for obtaining Public Limited Company Registration?
Step 1: It is necessary to meet all the legal requirements such as Number of Directors, Number of shareholders, minimum paid-up share capital have been fulfilled. The further steps of registration will be completed only if this step is complete.
Step 2: The next step is to obtain the DSC and DIN for the directors of the Company. Only a natural person can be a director not any individual or entities like the LLPs or Financial institutions. It is not necessary for the Director to be the shareholder of the Company.
Step 3: To be recognized as a registered office it is necessary to have a proper address of the Company. The Registered office address has to be registered with the Registrar of Company under whose jurisdiction the office falls. This office address is to be entered correctly as all the correspondence related to business will be made to the registered office address. The registration fee will be dependent on the authorized capital of the company.
Step 4: Before the procedure of registration, the name of the Company has to be approved by the ROC. For a Public Limited Company, the name must end with the word “Limited”. This application will be filed in the RUN form of the Ministry of Corporate Affairs. It is better to provide a list of names in the order of preference, in case a particular name is not available.
Step 5: Once the name of the Company has been approved the crucial documents of the Company that is the MoA and the AoA need to be executed.
Step 6: Once the documents are prepared they need to be submitted to the ROC for verification.
Step 7: Once the verification is done the ROC registers the company and issue the incorporation certificate along with the CIN of the Company.
Step 8: The business cannot be started immediately after receiving the COI. The business has to apply for a certificate of commencement within 180 days of the COI stating that all the subscribers have paid the subscription money.
Requirements for registering a Public Limited Company
Some various rules and regulations are prescribed under the Companies Act,2013 for the formation of a Public Limited Company in Inia. Here is a checklist one should know of while registering a Public Limited Company:
- Minimum 7 shareholders are required to form a Public Limited Company.
- A minimum of 3 Directors is required to form a Public Limited Company.
- A minimum share capital of Rs.5 lakh is required.
- DSC of one of the Directors is needed when the self-attested identity copies and address proof are submitted.
- DIN for the Directors is necessary.
- Application is to be made for the selection of the Name of the Company.
- An application that comprises the main object clause of the company is made. This object clause will define the main objectives of a Company after the incorporation.
- The application is submitted to the ROC along with the necessary documents like MOA, AOA, a duly fille form DIR-12, Form INC 7, and Form INC -22 is needed.
- Payment of the registration fees that are prescribed by the ROC.
- Once the ROC has approved the company should apply for the business commencement certificate.
Benefits of registering a Public Limited Company in India
What are the benefits of registering a Public Limited Company?
Here are the advantages of registering as a Public Limited Company:
- Separate Legal entity: A public limited Company is considered to be a separate legal entity from the shareholders. The public limited company has a perpetual existence and can have its PAN, bank account, approvals, contracts, licenses, assets, and liabilities.
- Multiple avenues of funding: A public limited company raises funds from individuals as well as from financial institutions. The funds may be also raised in equity shareholding, preference shareholding, or debentures.
- Easy transferability of shares: It is one of the biggest advantages of a Public Limited Company, the shares can be easily transferred by a shareholder to other legal entities- be it an individual or an organization in India or abroad. The director of the company can also be changed for ensuring the business perpetuity.
- Limited Liability: The shareholders of a Public Limited Company are given limited liability protection. In a situation of unexpected liability, the same would be limited only to the company and the not affect the shareholders in any way.
- Growth opportunities: As the organization has a vast capital base the development openings are likewise huge, particularly in the event of an open constrained organization.
- Management: The organization is controlled by the Board of Directors. This Board of Directors is elected by the investors.
Annual Compliances for a Public Limited Company
- Board Meetings: An unlisted Public Limited Company is required to hold at least 4 board meetings in compliance with Section 173 of the Companies Act,2013.
- Appointment of a Cost Auditor: The auditor is required to be appointed as per Section 148(3) along with Rule 6(2) and Rule 6(3A) of the Companies Rules,2014. For this form, CRA 2 is to be filed. It is pertinent to mention that the original appointment of the auditor should be done within 30 days of the Board meeting or 180 days of the financial year, whichever is earlier. When a casual vacancy arises the same is to be filed within 30 days.
- Return of Deposits: Returns of deposits have to be filed with the ROC under whose jurisdiction the company falls via Form DPT 3 in compliance with rule 16 of the Companies (Acceptance of Deposit) Rules,2014.
- Appointment of CFO or CS or CEO: Section 203 read with Rule 8 and Rule 8A of the Companies Rules,2014 requires the appointment of the CFO or CS or CEO within 30 days of the AGM or 6 months in case of the casual vacancy. Form MGT 14 or Form DIR 12 are filed.
- Annual General Meeting: AGM for the declaration of the dividend has to be conducted in compliance with Section 96 of the Companies Act, 2013.
- CSR Committee: CSR Committee has to hold four meetings with a gap of not less than 120 days between the two meetings held for discussion and approval of the CSR activities. This is done under the Companies Act,2013 read with Companies Rule,2014 and Secretarial Standard.
- Director’s Disclosure: Directors are required to disclose any financial interest in the Company via Form MBP 1 in compliance with Section 184(1) of the Companies Act,2013 read with Rule 9(1) of the Companies (Meetings of Board and its Powers) Rules,2014.
- Annual General Meeting: Annual General Meeting has to be held following Section 121(1) of the Companies Act, 2013. Form MGT-15 has to be filed once the AGM has been conducted
- Financial Statements: The Financial Statements of the Company have to file as per Section 137 of the Companies Act,2013, read with Rule 12(2) of the Companies (Accounts) Rule,2014. The Financial statement consists of the balance sheets, cash flows statements, Director’s statement, Director’s report, Auditor’s report, and the combined financial state, meaning which is prepared in XRBL (Extensible business reporting system). This is filed via Form AOC 4
- Annual Return: This has to be filed following Section 92 of the Companies Act.2013 read with the Rule 11(1) of the Companies (Management and Administration) Rules,2014. The Annual return contains the information about the directors and shareholders and is required to be filed in Form MGT7 with the relevant ROC.
- Financial and Director’s Report: Adoption to the financial and director’s report is to be done in consonance with Section 173 of the Companies Act read with the Secretarial standard 1. The filing is done via form MGT 14.
- Income Tax Returns: This is to be filed with the Tax department in form ITR 6 on or before September 30th of the financial year
- Secretarial Audit Report: Submission of the Secretarial report is a requirement under Section 204 of the Companies Act,2013 read with Rule 9 of the Companies Rules,2014. The secretarial report has to be submitted only when the Company’s total paid-up capital is equal to or crosses Rs. 50 crores or the annual turnover is equal to or exceeds INR 50 crores or the annual turnover is exceeding Rs.250 crores. This filing did via Form MR 3
- Other compliances: These include the rules and regulations that are laid down by SEBI. The listed Companies have to comply with the regulations of 2015.