Registration of Public Limited Company

At PRVS BUSINESS, we specialize in providing taxation compliance and filing services for businesses aiming to establish public limited companies. With our expert team comprising Chartered Accountants (CAs), Company Secretaries (CSs), MBAs, lawyers, and advocates, we ensure seamless registration and compliance processes. Here, we present a detailed guide to understanding public limited companies and their registration requirements.

What is a Public Limited Company?

A public limited company (PLC) is a company that offers its shares to the public and allows them to be freely traded on the stock exchange. Governed by the Companies Act, 2013, public limited companies are typically larger entities that seek to raise capital from the public and institutional investors. This business structure is suitable for companies aiming for growth, expansion, and increased credibility.

Types of Public Limited Companies

  1. Listed Public Limited Company:
    • Shares are listed on recognized stock exchanges and can be traded publicly.
  2. Unlisted Public Limited Company:
    • Shares are not listed on stock exchanges but can still be offered to the public through private placements.

Key Features of a Public Limited Company

 

  1. Separate Legal Entity:
    • The company is a distinct legal entity, separate from its shareholders and directors.
  2. Perpetual Succession:
    • The company continues to exist irrespective of changes in ownership or management.
  3. Limited Liability:
    • Shareholders’ liability is limited to the amount unpaid on their shares.
  4. Minimum Requirements:
    • At least three directors and seven shareholders are required for incorporation.
  5. Capital Raising:
    • Can raise capital from the public, institutional investors, or both.
  6. Regulatory Compliance:
    • Adheres to stricter regulatory and disclosure norms compared to private companies.

Minimum Requirements for Public Limited Company and Its Registration

  1. Directors:
    • A minimum of three directors is required, and at least one must be a resident of India.
    • Directors must obtain a Director Identification Number (DIN).
  2. Independent Directors:
    • At least one-third of the board must comprise independent directors if the company is listed.
    • Independent directors ensure transparency, compliance, and unbiased decision-making.
  3. Eligibility for Independent Directors:
    • Must not have any material or pecuniary relationship with the company.
    • Should possess relevant expertise or experience in fields such as finance, law, or business management.
    • Must meet the criteria outlined in Section 149(6) of the Companies Act, 2013.
  4. Shareholders:
    • A minimum of seven shareholders is necessary to incorporate a public limited company.
  5. Capital Requirement:
    • There is no statutory minimum capital requirement, but the authorized capital must be sufficient to meet business needs.
  6. Registered Office:
    • A physical office address in India is mandatory and must be documented with address proof.
  7. Company Name:
    • The company name must be unique and should not infringe upon trademarks or existing company names.
  8. Memorandum of Association (MoA) and Articles of Association (AoA):
    • These documents must be drafted to outline the company’s objectives and operational framework.
  9. Digital Signature Certificate (DSC):
    • All directors must have DSCs to file electronic documents with the Ministry of Corporate Affairs (MCA).
  10. Statutory Compliance:
  • The company must comply with all provisions under the Companies Act, 2013, and related regulations.

 

Documents Required for Public Limited Company Registration

  1. Directors and Shareholders:
    • PAN Card
    • Aadhaar Card
    • Passport (for foreign nationals)
    • Address Proof (Electricity Bill, Bank Statement, etc.)
    • Passport-sized photographs
  2. Registered Office:
    • Rent Agreement or Property Ownership Documents
    • Utility Bill (not older than two months)
    • NOC from Property Owner
  3. Company Documents:
    • Memorandum of Association (MoA)
    • Articles of Association (AoA)
  4. Digital Signature Certificates (DSC):
    • Required for all directors and authorized signatories.
  5. Director Identification Numbers (DIN):
    • Necessary for all directors.
  6. Banker’s Certificate:
    • Certifying availability of funds for the initial capital.