Listed below is the registration procedure for a Public Limited Company.
As the application for incorporation and registration of a Company is made through the MCA portal, a Digital Signature of the authorized or designated person is required to submit the documents electronically.
In the case of a public limited company, an authorized person who is designated by other promoters shall obtain Digital Signature Certificate. All the documents uploaded through the portal in connection with the incorporation and registration of a Public Limited Company is being encrypted using this digital signature.
Digital Signature Certificate can be obtained from any licensed Certifying Authority (CA) along with a self-attested copy of Proof of Identity & Proof of Address of the authorized person.
After this or simultaneously, the promoters can proceed with the process for obtaining DIN for all of its Directors. Applications for DIN have to be made in Form No.DIR-3. The same should be filed on MCA Portal along with appropriate fees and documents.
For all the Resident Indian Directors Income-tax PAN is a mandatory requirement. All the documents in this connection shall be attested by a practising Company Secretary; a practising Cost & Management Accountant; or a practising Chartered Accountant.
Further to the receipt of DIN and DSC, the promoter or the subscriber to the Memorandum and Articles of Association shall apply for registration of its name.
The companies can check the name availability in the MCA web portal, and a maximum of six names shall be given in order of preference while submitting the application in Form No. – INC 1. Department concerned for naming approval is now designated with CRC and the names given will be scrutinized to check if it complies with Naming Guidelines.
Generally, the naming process takes 2 business days, and the company should incorporate the company within 60 days of the receipt of the name approval.
Prior to the beginning of the Incorporation process, the public limited company will have some pre-compliance steps including drafting of Memorandum of Association (MoA) and Articles of Association (AoA).
MoA of the public limited company should be drafted with the help of a professional as being the prime document of a public limited company and governing it. Articles of Association of the company should also be drafted with high value as the documents regulates the transferring of shares of the company, proceedings of the board, general meeting, buy back etc.
It should also be noted that the Memorandum and Articles of Association of the company shall be signed by each subscriber to the memorandum who shall mention his name, address, description and occupation, if any, in the presence of at least one witness who shall attest the signature and shall likewise sign and add his name, address, description and occupation, if any.
As in the case of a foreign member, the documents shall be attested by the Consulate of the Indian Embassy in the respective Country or by foreign public notary.
Upon completion of the drafting of MoA and AoA, the promoters then require to submit their incorporation application with MCA.
The applications connected with such filing include :
Further to the receipt of Certificate of Incorporation a Public Limited Company has to raise capital. For a Public Limited Company, capital can be raised by inviting the public to subscribe for shares. Prospectus is to be prepared and is used as an invitation for public.
The company may also opt for raising capital only from directors. On completion of the said formalities and on filing of the statutory report with the ROC the ROC issues the certification of commencement of business to the company.
Earlier, a public limited company had to obtain Certificate of Commencement of business; however an amendment to the Companies Act of 2013 on 2015 discarded the need of obtaining such certificate. Hence, after incorporation of the company,
an applicable registration fee to be payable to the Registrar of Companies and get the registration completed.
Further to the registration of the company, it is mandatory to appoint an Auditor within one month of the registration and to comply with it the Company shall convene its 1st Board Meeting within 30 days from the date of incorporation.
The first Board meeting of the company would decide on taking on record the Certificate of Incorporation/ maintain the copies of Incorporation documents, noting of Registered Office address of the Company, Noting of 1st directors, Approval of preliminary expenses, Approval for opening of a Current Account, Appointment of 1st Statutory Auditors and Authorization for Statutory registrations.
Documents required for the registration of a public limited company can be shortlisted as follows:-