Public Limited Company
The Company defined under clause 71 of the Companies Act, 2013, a public company which:
- is not a private company
- has a minimum paid-up capital of Rs. 5 Lakhs or such higher capital as may be prescribed
- is a private company but subsidiary of a public company.
Minimum Requirement to be fulfilled to Form a Public Limited Company
- Seven promoters (shareholders)
- Three directors
- DIN (Director Identification Number) for all the directors
- DSC (Digital Signature Certificate) for all the directors
- Affidavit for non acceptance of deposits from all the promoters/directors.
Note: The directors and shareholders can be same person
Know About Digital Signature
What is a Digital Signature Certificate (DSC)?
The Information Technology Act, 2000 provides for use of Digital Signatures on the documents submitted in electronic form in order to ensure the security and authenticity of the documents filed electronically. This is the only secure and authentic way that a document can be submitted electronically. As such, all filings done by the companies under MCA21 e-Governance program are required to be filed with the use of Digital Signatures by the person authorized to sign the documents.
You can use only the valid Digital Signatures issued to you. However it is not lawful to use digital signature of someone else by way of impersonation.
Office of the Controller of Certification Agencies (CCA) under the provisions of IT Act, 2000 appoints Certification Agencies. A total of seven Certification Agencies have been authorized by the CCA to issue the Digital Signature Certificates (DSCs). The details of these Certification Agencies are available on the portal of the Ministry of Corporate affairs.
Class of DSC
The Ministry of Corporate Affairs has stipulated a Class-II or above category signing certificate for e-filings under MCA21. A person who already has the specified DSC for any other application can use the same for filings under MCA21 and is not required to obtain a fresh DSC.
Required documents for getting DSC:
- Specified Form filled as per given guidelines
- ID proof of the applicant (Copy of the PAN card should be attested by the Gazetted officer/Bank manager/Post master).
- Address proof (Passport/Aadhar card/Driving License/Voter Id/Latest Utility Bill like Electricity bill, Telephone bill, Water bill, Gas bill, etc, Property Tax receipt). This needs to be attested by a Gazetted officer/ Bank manager/ Post master.
- Passport size photo(3.5 cm X 2.5 cm)
The concept of a Director Identification Number (DIN) has been introduced for the first time with the insertion of Sections 266A to 266G of Companies (Amendment) Act, 2006. As such, all the existing and intending directors have to obtain DIN within the prescribed time-frame as notified.
DIN is a unique identification number allotted to an individual who is an existing director of the company or intends to be appointed as director of a company. DIN is an 8 digit number. For example: 02165789.This is allotted by Central Government (office of regional director), Ministry of Corporate Affairs. A private company must have at least 2 directors.
Required documents/information’s for Allotment of DIN
- Self attested* copy of the PAN Card
- Self attested* identity proof of the proposed directors (like Voter ID Card/ Valid Driving License/ Valid Passport/ Aadhar Card etc).
- Self attested* Address proof of the proposed directors (like Latest Bank Statement/ Telephone or Mobile Bill/ Electricity Bill etc).
- Passport size color & clear photograph (3.5 cm X 2.5 cm)
- An specified Affidavit by the individual (Declaration by the individual and self attested*)
- Educational Qualification
- Current Occupation
- Valid Email Id and Mobile Number
*Signature should be same as in PAN card.
Before you fill-in applications for DIN please remember following common causes of REJECTIONS
Name Search and application for Name Availability
Next step in the formation of a company is the approval of the name by the Registrar of Companies (ROC) in the State/Union Territory in which the company will maintain its Registered Office. This approval is provided subject to certain conditions: for instance,
- There should not be an existing company by the same name.
- The first word contain a noun and the second word must relate to the main object of the proposed company
- The last words in the name are required to be 'Ltd.'
- The application should mention at least two suitable names to maximum six names of the proposed company, in order of preference
Once company name is approved, it is valid for a period of sixty days from the date of application, within that time Memorandum of Association (MOA) and Articles of Association (AOA) together with miscellaneous documents should be filed. If one is unable to do so, an application may be made for renewal of name by paying additional fees.
Information required for seeking Name Approval
- Proposed name of the company and alternative names (2 to 6 names)
- Significance of the first word of the proposed name that makes it easier to get a desired name.
- Names of the proposed promoter/shareholder (minimum 7)
- Authorized share capital (minimum INR 100000)
- Main objects of the company in brief (200 alphabetic words)
- Address proof for registered office of the proposed company
- Address for the nearest police station of proposed registered address of the company.
- NOC, if the promoter is carrying on any Partnership firm, sole proprietary or unregistered entity in the name as applied.
- NOC from the person if the proposed name(s) contain(s) name of any person other than promoter(s) or their close blood relatives.
- If the proposed name(s) include(s) the name of relatives then the proof of relationship is also required
Drafting of Bye Laws (MOA & AOA)
The Memorandum of Association is a document that sets out the constitution of the company. It contains, amongst others, the main objectives, incidental or ancillary objectives for the attainment of the main objectives and the scope of activity of the company and also describes the relationship of the company with the outside world.
The Articles of Association contain the rules and regulations of the company for the management of its internal affairs. While the Memorandum specifies the objectives and purposes for which the Company has been formed, the Articles lay down the rules and regulations for achieving those objectives and purposes. It also states the authorized share capital of the proposed company and the names of its first / permanent directors.
- After getting the name approval, the MOA/ AOA have to be drafted.
- Get the subscription sheet of MOA and AOA signed by the subscriber/promoter in his own handwriting with the following details as per the given order:
- The name of the subscriber - Father’s name of the subscriber - Address of the Subscriber - Occupation of the subscriber
All the above details must be same as provided in the DIN approval letter. The subscription sheets of MOA must be mentioned the number of shares subscribed by the promoter in numbers as well as words and the passport size photograph of the subscribers must be affixed. The subscription sheets of MOA/AOA must be witnessed by at least one person
- Form INC 2
The following information/documents required in Form INC2: - Finalized MOA/ AOA containing subscription sheets - Affidavit for non acceptance of public deposit from the promoter/ director - PAN card, address proof, identity proof of the promoter and the nominee - INC 8, 9 &10 in specified format - DIR2 in specified format (6)INC 3 consent from nominee - Address proof of the company along with NOC (if address proof is not in the promoter name then lease deed); duly digitally signed by promoter/ director
After obtaining the details of Form INC2 these above cited forms are uploaded on the MCA portal with the respective fees along with the stamp duty of the respective state. After that we get the incorporation certificate having CIN (corporate identification number) like U 72900 RJ 2012 PTC 039206.
- Form INC 21
The following information/documents required in Form INC2: - Board Resolution to subscribe the share capital of the company - Proof of payment of the stamp duty in the state in which the company is registered - INC 10 in specified format; duly digitally signed by promoter/ director. This is a form used for obtaining approval for commencement of business from the ROC.
The certificate of incorporation along with the approval of commencement of business will be required while opening the current account in the name of the company with any bank.
Getting Incorporation Certificate
The ROC will issue a Certificate of Incorporation after careful review of documents submitted. Section 34(1) cast an obligation on the Registrar to issue a Certificate of Incorporation, normally within 7 days of the receipt of documents. A Private Limited Company can start its business immediately on receiving the Certificate of Incorporation.
Various Documents/ Forms Required During Incorporation
Following documents/ forms need to be submitted along with requisite fee which is based on the amount of authorized capital as under:
- Form INC1: Availability of Name for a New Company.
- Form INC2: Application or declaration for incorporation of a company along with MOA & AOA, PAN card,
- Form DIR2: This is a consent obtained from all the proposed director of the proposed company to act as directors of the proposed company.
- Form INC21: Declaration prior to the commencement of business.
- Form INC10: Form for verification of signature of subscriber.
- Form INC9: Declaration by the subscribers for not been convicted of any offence in connection with the promotion, formation or management of any company during the preceding five years.
- Form INC8: Declaration by the professional engaged in the incorporation process.