Public Limited Company Registration in India

Documents Required to Register a Public Limited Company

• Identity Proof and Address Proof
  a. Passport/ Aadhar card/ Voter ID/ Driver's License of directors and shareholders,
  b. PAN card, and
  c. Utility bills or Bank Statements as address proof.
• Proof of Registered Office
  a. Ownership of Property- Any utility bill like an electricity bill or corporation tax receipt not later than 30 days.
  b. Right to use the Property- Rental Agreement or No Objection Certificate (NOC) from the owner.
• Memorandum of Association (MOA) and Articles of Association (AOA) of the Company
  a.  MOA defines the objectives and scope of activities. 
  b. AOA outlines the internal regulations and governance structures.
• Declaration and Consent of the proposed Directors
  a. Form DIR-2 is the official consent to assume the director role within the prospective company.
  b. Form INC- 9 is the official declaration for all the proposed Directors.

Public Limited Company Incorporation Process

Sample Documents

SPICe+ Part A

SPICe+ Part B

INC-20

• 
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• Obtain a Digital Signature Certificate (DSC)
  DSCs play a vital role in the verification and attestation of official documents. You can apply for them through Government certifying agencies and further file the forms for company formation.
• Apply for Name Approval using SPICe+ Part A View 
  a. In Part A of the SPICe+ form, you can propose two names for name reservation and have the option for one re-submission (RSUB). 
  b. In cases where parts A and B are simultaneously filed, you can reserve only one name.
• Apply for Company Registration using SPICe+ Part B View 
  a. Once the name is approved, the Part B Form is submitted to the MCA portal along with DSC.
  b. Part B also works as an application for Director Identification Number (DIN), PAN and TAN, EPFO registration, ESIC registration, Professional Tax registration, etc.
  The information entered in SPICe+ Parts A and B is immediately transferred to the associated forms AGILE-PRO, eAoA, eMoA, URC1, and INC-9 (as applicable).
• Open a Bank Account
  Apply to open the Current account for your company through the AGILE-PRO-S linked web form.
• File for the Commencement of a Business Certificate
  After acquiring the Certificate of Incorporation, the company cannot immediately begin operations. Within 180 days following the COI, you must apply for a commencement certificate confirming that all subscribers have paid their subscription fees.

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Conversion of a Private Limited Company to a Public Limited Company

Transforming a private limited company into a public limited company includes legal and procedural measures. You can choose this conversion if you wish to raise capital by offering shares to the general public.

Here are the general steps involved in the conversion:

• Initiate a Board Meeting to approve a Board Resolution for the conversion process and to make necessary amendments to the Memorandum of Association (MoA) and Articles of Association (AoA).
• Convene a General Meeting to secure approval through a Special Resolution for the conversion, as well as changes to the company name and amendments to the MoA and AoA.
• Submit Form MGT-14 within 30 days from the date of passing the resolution. This form serves to inform the authorities about the modified MoA and AoA.
• File Form INC-27, which includes details of the amended MoAs and AoAs, as well as relevant information concerning directors and shareholders.
• Once approved, the CIN of your company will change from “PTC” to “PLC,” implying the conversion is completed.

Tax Rates

The basic tax rate for a Public Limited Company, excluding Surcharge and Cess, is 25%.
‍The surcharge is charged on the amount of income tax calculated and is ideally 12%.
Health and Education cess at 4% shall also be levied on the amount of income tax plus a surcharge (if any).

** The above tax rate is for FY 23-24. It can vary in case of special taxation like u/s 115BAA or Section 115BAB or other tax deductions.

Public Limited Company Registration Number

The Public Limited Company Registration Number, or the Corporate Identification Number (CIN), is a unique 21-character alphanumeric code allocated to each Public Limited Company when registering it with the Registrar of Companies (ROC). 

Example of CIN of a Public Limited Company- L32100GJ1996PLC030976

The CIN can be broken down into the following components-

• The first letter indicates the listing status of the company. Here, the letter "L,” in this particular example, means the company is Listed.
• The next five numbers classify the economic activity of a company, indicating the specific industry to which the company belongs.
• The following two letters signify the Indian state in which the company is registered. Here, “GJ” implies Gujarat.
• The following four numbers denote the year of incorporation of the company, i.e., 1996.
• The subsequent three letters designate the classification of the company. These aid in determining whether the company is a Private limited company, a Public limited company, an OPC, or more. Here, “PLC” stands for Public Limited Company.
• The last six digits signify the unique registration number issued by the relevant Registrar of Companies (ROC).

How to Get a Registration Number for a Public Limited Company?

Once the SPICe+ Form is approved, you will be sent an email notification by the Ministry of Corporate Affairs (MCA).

This email contains the Certificate of Incorporation (COI) as well as the PAN and TAN details of the Company.

The COI is a legal document that signifies the successful registration of your company and includes important details like the company's name, registration number, date of incorporation, registered office address, and the type of company structure.

Public Limited Company Registration Fees

The cost of Public Limited Company registration may fluctuate, considering factors such as the registration jurisdiction, professional fees, and any supplementary services you choose to include.

The registration fees can range anywhere from Rs. 10,000- 30,000.

Checklist for Registration

Here is a brief checklist to guide you through the Public Limited Registration Process.

Acquire Digital Signature Certificates (DSC) for all Directors and Shareholders.

Obtain Director Identification Numbers (DIN) for designated Directors.

Create the e-Memorandum of Association and e-Articles of Association.

Secure approval for the company name.

Initiate the application process through SPICe+.

Receive the Incorporation Certificate.

Obtain PAN and TAN.

Open a current account for your company.

Ensure ongoing compliance with regulatory requirements.