Public Limited Company Registration in India can be initiated with a minimum of three Directors who are individuals (up to a maximum of 15 directors without Special Resolution), and seven subscribers (shareholders) who may be Individuals or corporate entities. Both, the directors and subscribers may or may not be the same person. The Companies Act 2013 does not set any minimum capital limit, so the minimum limit remains Nil. A public limited company has features like separate legal entity which enables it to be distinct from its members and directors. The members hold a limited liability in the company and cannot be held liable beyond the shares held by them.
Public Company Registration is initiated primarily if the shareholders/investors are large in number. The shares of a public limited company can be transferred with ease and ensuring a suitable structure for raising capital. Before initiating registration of a public company, one needs to be aware of more stringent regulatory requirements as compared to other corporate entity forms.
Liability of the shareholders of a public company is restricted to the capital invested in the company, and hence shareholders are not personally liable. It is a legal entity which is distinct from its shareholders and directors. It can own assets and liabilities in its own name.
A public limited company has an exhaustive structure of rules and regulations to be followed, i.e. provisions of Companies act 2013, listing agreement (for listed companies), along with notifications, circulars, and orders issued by the government from time to time.
Public Limited Company registration is initiated primarily if the capital invested is huge or if the number of shareholders is large. Since the investment is made open to the general public, such structure requires strict compliance management.
Shares of a public limited company can be traded freely by the shareholders, and even online trading is possible for listed companies. A public limited company is preferred by both retail and institutional investors for investment, due to easy availability and transferability of shares.
DSC, a Digital Signature Certificate having E-signatures is prepared
Two proposed company names (along with their justification) are applied online via RUN form on the MCA portal.
E-Form SPICe INC-32 is prepared and filed with the MCA for approval.
Once the E-Form SPICe INC-32 is approved the Certificate of Incorporation is provided via E-mail
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Spice means Simplified Proforma for Incorporating Company electronically which provides a single window for multiple applications under one form. The applicant can apply for Company registration with name approval (If not approved through RUN), DIN of three directors, TAN and PAN of the Company under the Spice Process.
Form Spice (INC 32), Spice MOA (INC 33) and Spice AOA (INC 34) are required to be filed under the linked form.
There is no minimum paid-up capital as of now for company incorporation.
The authorised capital is a maximum share capital of the company which sets limit within which the shares are issued by the company.
Paid-up capital is the shares issued by the company to its shareholders for raising capital but not exceeding the authorised capital.
However it is not mandatory to have separate commercial office space, it is recommended to use one and not a residential premises to register a company.
After incorporation, the registered office address can be changed and intimation can be made to ROC within 30 days.
ROC (Registrar of Companies) is an office under the Indian Ministry of Corporate Affairs which governs the entire activities of the Companies as per Companies Act 2013 and LLP as per Limited Liability Partnership Act 2008 and keeps a record of all changes by the companies as intimated from time to time.
There are currently 22 Registrars of Companies (ROC) operating from offices in all major states of India and some states like Maharashtra and Tamil Nadu, have two ROCs each. Every Company get registered under the respective ROC depending upon the state within which the registered office is located.
MOA (Memorandum of Association) and AOA (Articles of Association) are the set of laws prepared in accordance with prescribed schedules under Companies Act and defines the objective and the purpose of the company being incorporated.
Yes, NRI can become director of the Company in India. The additional documents required apart from Indian director are:
1. Copy of Passport duly attested by Consulate of Indian Embassy or Foreign Public Notary.
2. Copy of Driving License/Utility Bill/ Bank Statement duly attested by Consulate of Indian Embassy or Foreign Public Notary.
Director is a person who is appointed on the board to manage the business of the company. In contrast, shareholder is the person who purchases the shares of the Company and provides the funds. So, the company can have the same person as the director as well as shareholder or both the person can be separate.
No, the physical presence of directors and subscribers not required for the incorporation process.
The entire registration process can be completed within seven working days depending upon the time taken by the registrar for approval of the application filed. If the forms don't get approved in the first application, then the time period for completing the process may get extended accordingly.
As per spice, DIN is allotted to a maximum of three directors through a single window of spice.
Further, the DSC of only two directors/subscribers is included in the package, and any addition will be charged additionally.
unique company name is essential for a public company registration because it distinguishes the company from the existing ones and should not match with the existing registered company names. There are 3 main parts of deriving to a unique company name. They are:
Keyword s- This is a brand name of the company
Activity Word - This shows the kind of activity or business the company is into
Business Type Word - This is the name of the form of business like Pvt. Ltd. Or Ltd
No, there is no automatic applicability. GST or PF will be applicable only after your cross a certain minimum threshold.
No, Public Limited Company Registration is similar to OPC or LLP or any other form of business entity registration. You can register it irrespective of your turnover.
No, the share capital can be deposited within two months from the date of incorporation. It will have to be deposited in the company bank account.