Public Limited Company Registration
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A Public Limited Company (PLC) is a type of company incorporated under the Companies Act, 2013, which can raise capital from the general public by offering its shares and debentures, and whose shares may be freely transferable.
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Salient Features, Documents Required, Registration Process & FAQs
A Public Limited Company (PLC) is a type of company incorporated under the Companies Act, 2013, which can raise capital from the general public by offering its shares and debentures, and whose shares may be freely transferable.
It is governed by a more stringent regulatory and compliance framework than a Private Limited Company, given the wider public interest involved in its functioning.
A minimum of 7 (seven) members is required to form a Public Limited Company. There is no upper limit on the maximum number of members.
At least 3 (three) directors are required, and at least one director must have stayed in India for a total period of not less than 182 days in the previous calendar year.
Following amendments to the Companies Act, 2013, there is no mandatory minimum paid-up capital requirement to incorporate a public company.
The company has a legal identity distinct from its members/shareholders and can own property, sue, and be sued in its own name.
The liability of shareholders is limited to the extent of the unpaid amount on the shares held by them.
The company's existence is not affected by the death, insolvency, or exit of any member; it continues until legally dissolved.
Shares of a public company are freely transferable, subject to the provisions of the Articles of Association.
A public company may invite the public to subscribe to its shares and debentures through a prospectus, and may get listed on a recognised stock exchange.
The name of the company must end with the word “Limited”.
It is required to hold a statutory meeting, file a statutory report, and comply with more rigorous disclosure, audit, and governance norms (e.g., independent directors, audit committee for listed/certain public companies).
A public company intending to invite public subscription must issue a prospectus or file a statement in lieu thereof with the Registrar of Companies (ROC).
A company must file a declaration for Commencement of Business (Form INC-20A) before it can commence business operations or exercise borrowing powers.
DSCs are obtained for all proposed directors and subscribers, as all forms are filed electronically with the Ministry of Corporate Affairs (MCA) portal.
An application is filed using the RUN (Reserve Unique Name) service or as part of the SPICe+ Part A form, proposing up to two names in order of preference, along with the significance of the name and object of the company. The name must not resemble any existing company/trademark and should comply with the Companies (Incorporation) Rules, 2014.
The Memorandum of Association (defining the company's objects) and Articles of Association (defining internal governance rules) are drafted in the prescribed formats (Table A to J of Schedule I).
The integrated SPICe+ (Simplified Proforma for Incorporating a Company Electronically Plus) form is filed with the ROC, combining multiple services:
Along with SPICe+, the linked e-Forms AGILE-PRO-S (for GST, EPFO, ESIC, bank account, and Profession Tax), SPICe+ MOA (INC-33), SPICe+ AOA (INC-34), and INC-9 (declaration by subscribers/directors) are filed simultaneously.
The prescribed ROC filing fees and State-specific stamp duty are paid online through the MCA portal.
The ROC examines the application and attached documents for completeness and compliance.
On approval, the ROC issues the Certificate of Incorporation bearing the Corporate Identity Number (CIN), along with the PAN and TAN of the company.
Within 180 days of incorporation, the company must file a declaration confirming that subscribers have paid the subscription money, before commencing business or exercising borrowing powers.
Opening of a bank account, appointment of a statutory auditor within 30 days, and issue of share certificates within 60 days of incorporation.
Business Law & Registration — India | Governing Law: Companies Act, 2013
Q. What is the minimum number of members required to form a Public Limited Company?
Ans. A minimum of 7 members is required. There is no maximum limit prescribed.
Q. Is there any minimum paid-up capital requirement?
Ans. No. The requirement of a minimum paid-up capital of ₹5 lakh has been removed by an amendment to the Companies Act, 2013. A company can now be incorporated with any amount of capital as decided by its promoters.
Q. What is the difference between a Public Limited Company and a Private Limited Company?
Ans.
Q. Can a Public Limited Company be listed on a stock exchange?
Ans. Yes, a public company may choose to get its securities listed on a recognised stock exchange, but listing is not mandatory. An unlisted public company simply does not have its shares traded on an exchange.
Q. Is it mandatory to file a prospectus?
Ans. A prospectus (or a statement in lieu of prospectus) is required to be filed with the ROC only if the company intends to raise funds from the public by issuing shares or debentures.
Q. What is a Certificate of Commencement of Business, and is it mandatory?
Ans. It is a declaration (Form INC-20A) filed by the company confirming that subscribers have paid for the shares subscribed by them.
Q. How long does it take to register a Public Limited Company?
Ans. On average, it takes about 7 to 12 working days, depending on the accuracy of documents submitted and the processing time of the Registrar of Companies (ROC).
Q. Is a registered office required at the time of incorporation?
Ans. A registered office is not mandatory at the time of filing the incorporation application, but the company must furnish proof of a registered office within 30 days of incorporation.
Q. What are the mandatory post-incorporation compliances?
Ans. Key compliances include filing Form INC-20A, appointing the first statutory auditor within 30 days of incorporation, issuing share certificates within 60 days, holding the first Board Meeting within 30 days, and maintaining statutory registers and records.
Q. Can foreign nationals or NRIs be directors/shareholders of an Indian Public Limited Company?
Ans. Yes, foreign nationals and NRIs can be directors and/or shareholders, subject to compliance with FDI (Foreign Direct Investment) norms and submission of valid, notarised/apostilled KYC documents such as a passport.
Q. What is the validity of the name once approved by the ROC?
Ans. A name approved through RUN or SPICe+ Part A remains valid for 20 days from the date of approval, within which the incorporation application (SPICe+ Part B) must be filed.
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