Public Limited Company Registration
Introduction
As per the provisions of the Companies Act 2013, a Public Limited Company is a company that is permitted to invite the general public to subscribe to its shares and whose liability is limited to the amount unpaid on the shares held by its members.
Such a company can raise capital from the public either through an Initial Public Offering (IPO) or by listing its shares on a recognized stock exchange for trading. Once listed, any member of the public is eligible to purchase its shares through the stock market.
A Public Limited Company is subject to strict regulatory compliance requirements and is obligated to maintain transparency by regularly disclosing its financial statements and other material information to its shareholders and regulatory authorities.
Suitability & Popularity
A Public Limited Company is generally ideal for medium and large-scale enterprises that intend to raise funds by offering shares to the general public. This structure enables businesses to mobilize substantial equity capital for expansion and long-term growth.
Because of benefits such as easier access to public funding, enhanced credibility, and wider investor participation, the Public Limited Company model has become one of the most preferred legal structures among medium and large-sized businesses in India.
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Characteristics of Public Limited Company
To clearly understand the structure of a Public Limited Company (PLC), it is important to examine its key features and legal requirements under the Companies Act 2013. The main characteristics are as follows:
1. Minimum Number of Directors
A Public Limited Company must appoint at least three directors to manage and supervise its operations in accordance with statutory provisions.
2. Capital Requirement
There is no mandatory minimum paid-up capital prescribed for incorporating a Public Limited Company. The promoters may decide the capital structure based on business needs.
3. Issuance of Prospectus
Before inviting the public to subscribe to its shares, a Public Limited Company is required to issue a prospectus. This document contains detailed information about the company’s objectives, financial position, management, and other relevant disclosures to help investors make informed decisions.
4. Name Clause
Every Public Limited Company must end its name with the word “Limited”, as required under the Companies Act, 2013.
5. Limited Liability
The liability of shareholders is limited to the unpaid amount, if any, on the shares held by them. This ensures that their personal assets are not at risk beyond their investment in the company.
Benefits of Public Limited Company Registration
Registering a Public Limited Company in India offers several strategic advantages, especially for businesses aiming for large-scale growth and public investment. The major benefits are explained below:
1. Access to Larger Capital
A Public Limited Company can issue shares to the general public, enabling it to raise substantial funds. This wider investor participation helps the company generate additional capital for expansion and operational growth.
2. Enhanced Market Recognition
Once listed on a stock exchange, the company gains higher visibility and credibility in the financial market. This increased recognition attracts investors such as mutual funds, hedge funds, and institutional traders, thereby creating new business and investment opportunities.
3. Risk Distribution
Since shares are distributed among a large number of public shareholders, the financial risk is spread across many investors rather than being concentrated among a few promoters.
4. Growth and Expansion Opportunities
The combination of increased funding, broader public exposure, and shared risk strengthens the company’s financial base. This enables it to explore new projects, expand operations, and achieve long-term business success.
Requirements for Incorporation of a Public Limited Company
Under the provisions of the Companies Act 2013, certain mandatory conditions and documents must be fulfilled for registering a Public Limited Company in India. The essential requirements are as follows:
1. Minimum Directors and Members
2. PAN Card
3. Identity Proof
Each Director and Member must provide a self-attested copy of any one of the following valid identity documents:
Passport
Voter ID Card
Aadhaar Card
Driving License
4. Address Proof
Self-attested address proof of all Directors and Members is required. The document must not be older than two months and can be any one of the following:
Bank Statement
Electricity Bill
Telephone Bill
Mobile Bill
5. Photographs
Two recent passport-size colored photographs of each Director and Member are required.
6. Registered Office Address Proof (Owned/Rented/Leased)
Proof of the company’s registered office address must be provided, which may include:
No Objection Certificate (NOC) from the property owner
Ownership documents (Title Deed)
Latest Utility Bill (Electricity/Telephone/Mobile Bill not older than 2 months)
Meeting these requirements ensures smooth processing of the incorporation application and compliance with statutory regulations.
Information Required for Company Incorporation
For incorporating a company, certain key details must be provided by the promoters, directors, and members. The required information includes the following:
Capital Structure Details
Information regarding the proposed company’s authorized share capital and paid-up share capital must be specified. Additionally, the number of shares to be subscribed by each member should be clearly mentioned.
Personal Background Details
The place of birth of all members and directors must be disclosed along with the duration of their stay at their current residential address.
Professional Details
The occupation or profession of each member and director needs to be stated.
Business Objective
A clear description of the main object and proposed business activities of the company must be provided.
Educational Details
The educational qualifications of all members and directors are required for record purposes.
Contact Information
Valid email addresses and active contact numbers of all members and directors must be submitted for official communication.
Process of Public Limited Company Registration
The Ministry of Corporate Affairs issued a notification on 18th February 2020 (effective from 23rd February 2020) amending the Companies (Incorporation) Rules 2014. Through this amendment, the earlier Form INC-32 (SPICe) was replaced with the web-based integrated service SPICe+, making the incorporation process more streamlined and digital.
The procedure for registering a Public Limited Company in Jaipur is explained below:
1. Application for Name Reservation
The first stage involves applying for reservation of the proposed company name through the SPICe+ web service available on the MCA portal. The prescribed government fee must be paid while submitting the application.
Before applying, it is important to ensure that:
SPICe+ is divided into Part A and Part B:
Part A is used for reserving the company name.
If the applicant wishes to complete name reservation, incorporation, and other integrated registrations simultaneously, both Part A and Part B can be filled together.
2. Completion of Part B of SPICe+
After name approval (or along with it), Part B of SPICe+ must be completed. This section includes detailed information regarding directors, subscribers, capital structure, and registered office. The form allows saving and editing before final submission.
3. Conversion into PDF and Affixing DSC
Once all required details are filled in, the SPICe+ form must be converted into PDF format. Thereafter, the Digital Signature Certificate (DSC) of the authorized signatories is affixed.
4. Uploading the Form on MCA Portal
After attaching the DSC, the completed form is uploaded on the MCA portal following the prescribed online filing procedure.
5. Declaration by Directors and Subscribers
The declaration by subscribers and first directors, which was earlier filed separately in Form INC-9, is now auto-generated in PDF format through the system. It must be submitted electronically in most cases.
However, manual submission may be required if:
The total number of subscribers and/or directors exceeds 20, or
Any subscriber or director does not possess a DIN and PAN.
This structured process ensures smooth and compliant incorporation of a Public Limited Company.
Recent Amendments and Key Changes
Several important modifications have been introduced in the company incorporation process after the implementation of SPICe+ by the Ministry of Corporate Affairs. The major changes are explained below:
1. No Requirement to Mention SRN
There is no longer any need to manually enter the SRN for names reserved through Part A of SPICe+. The system automatically displays the reserved name details while proceeding with Part B.
2. Compulsory ESIC and EPFO Registration
Registration under ESIC and EPFO has been made mandatory for all companies incorporated on or after 23rd February 2020. This ensures immediate compliance with employee welfare laws.
3. Mandatory Professional Tax Registration in Maharashtra
All new companies established in the State of Maharashtra on or after 23rd February 2020 must obtain Professional Tax Registration as a compulsory requirement.
4. Mandatory Application for Opening a Bank Account
Every newly incorporated company is required to apply for opening a bank account at the time of incorporation. This application must be submitted through the linked AGILE-PRO web form.
5. Electronic Declaration of Subscribers and First Directors
The declaration of subscribers and first directors, previously filed through Form INC-9, is now auto-generated in PDF format and must be submitted electronically in most cases.
However, physical filing may be required if:
The total number of subscribers and/or directors exceeds 20, or
Any subscriber or director does not possess a valid DIN and PAN.
6. Mandatory Use of e-MoA and e-AoA (in Specific Cases)
The electronic versions of Memorandum of Association (e-MoA – INC-33) and Articles of Association (e-AoA – INC-34) must be used where the number of subscribers is up to seven and in the following situations:
Individual subscribers who are Indian nationals.
Foreign national subscribers having valid DIN, DSC, and a valid business visa.
Non-individual subscribers incorporated in India.
7. Submission of Signed Physical MoA and AoA (in Certain Situations)
Physical copies of the Memorandum and Articles of Association must be signed and attached where subscribers are based outside India or in cases where valid DIN, DSC, or business visa requirements are not fulfilled.
These amendments aim to simplify procedures while ensuring greater transparency and statutory compliance during company incorporation.
| S. No. | Particular Situation | Forms and Documents Required |
|---|
| 1 | Non-individual first subscriber located outside India | SPICe+ (INC-32) to be filed along with apostilled MoA and AoA as attachments. |
| 2 | Non-individual first subscriber situated in India | SPICe+ (INC-32) along with linked e-MoA (INC-33) and e-AoA (INC-34). |
| 3 | Indian national subscriber who is not a director | SPICe+ (INC-32) with linked filing of e-MoA (INC-33) and e-AoA (INC-34). |
| 4 | Indian national acting as both subscriber and director | SPICe+ (INC-32) along with e-MoA (INC-33) and e-AoA (INC-34) through linked filing. |
| 5 | Foreign national subscriber (not a director) having valid DIN | SPICe+ (INC-32) with e-MoA (INC-33) and e-AoA (INC-34), along with a valid Business Visa. If a Business Visa is not available, apostilled MoA and AoA must be attached, and e-MoA/e-AoA cannot be used. |
| 6 | Foreign national subscriber-cum-director having valid DIN | SPICe+ (INC-32) with linked e-MoA (INC-33) and e-AoA (INC-34) and submission of a valid Business Visa. In the absence of a Business Visa, apostilled MoA and AoA are required, and e-MoA/e-AoA are not acceptable. |
| 7 | Foreign national subscriber-cum-director not holding valid DIN | SPICe+ (INC-32) must be filed with apostilled MoA and apostilled AoA as attachments. |
Note: In all the situations mentioned above, a maximum of seven subscribers is permitted while filing the SPICe+ form. If the number of subscribers exceeds seven, the form must be submitted along with the physical or attached copies of the Memorandum of Association (MoA) and Articles of Association (AoA).
Mandatory Filing of Statutory Return
Companies incorporated through SPICe+ and allotted EPFO and ESI registration numbers are required to file statutory returns only when they cross the prescribed employee threshold limit under the respective laws.
Additional Advantages of a Public Limited Company
A Public Limited Company enjoys all the privileges available to a Private Limited Company. In addition, it offers the benefit of having no restriction on the maximum number of members and allows free transferability of shares. The registration process for a Public Limited Company can be completed smoothly and legally with the assistance of professional consultants specializing in company incorporation.
