Introduction
The Public Limited Company (PLC) registration is a comprehensive procedure to register a business with the Registrar of Companies (RoC), which allows it to raise capital by offering shares to the general public. The PLC is registered on the MCA V3 portal and follows a structured process. To start a Public Limited Company (PLC) in India, it requires a minimum of 7 shareholders and 3 directors. To comply with legal formalities, documents such as a PAN card (mandatory), identity and address proof, registered office proof, and other supporting documents must be in order and accurate; otherwise, the ROC will reject the application and leave it pending. Let's dive into this guide to know which documents are required for a public limited company in India.
What is a Public Limited Company (PLC)?
A Public limited company is a business structure governed under the Companies Act, 2013. This legal entity structure allows it to offer its shares to the general public and can be traded on the stock exchange (if listed). The main structure of the Public Limited Company (PLC) allows it to avail various advantages. A registered Public Limited Company is separate from its shareholders and directors. It means it can sue and be sued, and enter into contracts in its own name. If the company faces any debts or loss, the personal assets of shareholders are protected.
Eligibility Criteria for Public Limited Company Registration
Before preparing the documents and meeting the compliance formalities, it is crucial to meet the eligibility criteria for a public limited company. To register a PLC in India, must ensure you comply with the following formalities:
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Documents Required for Public Limited Company Registration
The directors must submit their personal KYC documents with the SPICe+ filing form on the MCA (Ministry of Corporate Affairs) portal. These are documents required for registration:
Documents for Indian Directors & Shareholders
- PAN Card: It is the primary document required to verify the identity of all proposed directors and shareholders.
- Identity proof: The directors and shareholders are required to submit their identification proof along with the PAN card. For identity proof, you can provide any one of the following documents: Aadhaar card, voter ID, driving license, or passport.
- Address Proof: For verification of address proof, you must submit a utility bill like a bank statement, Electricity bill, Telephone/mobile bill, or Bank passbook with the latest transaction. It is important to note that these documents must not be older than 2 months.
- Passport-size photographs: Director’s and shareholder’s passport-size photos must be clear and in the accurate format (in JPEG format) for e-form filing.
Documents for Foreign Nationals / NRI Directors or Shareholders
- Passport (Mandatory): The foreign nationals/ NRI directors and shareholders are required to submit their passports (mandatory).
- Visa Copy: The copy of the visa is required of the foreign director if present in India to sign and execute the public limited company.
- Address Proof: A copy of a current bank statement or utility bill that shows the current residential address as the address proof. The document should not be dated earlier than two months.
- Passport-Size Photographs: The passport-sized photograph should be the latest one and in JPEG format to register online.
- Apostille/Notarization: In case the member country is part of the Hague Apostille Convention, then the document should be notarized by the local notary public and apostilled in the country. If the country is not a part of the Hague Apostille Convention, then the document must first be notarized and authenticated by the Indian consulate in the country. Notarization by the Indian notary is sufficient if the NRI/Foreighn nationals sign while physically present in India.
- DSC/ DIN: People of foreign nationality have to acquire a Class 3 Digital Signature Certificate. The Digital Signature Certificate is essential for each individual in the digital signing of online forms under the Ministry of Corporate Affairs’ MCA V3 portal. If a director does not have an identity number, it will be acquired when applying for the SPICe+ form.
Registered Office Documents
The proof of the address of the registered office depends on the type of property which may be owned, rented or borrowed. Therefore, it becomes necessary to present the following documents to prove the address:
If Owned Property
If the public limited company is using its own property to manage the operation in India, then the required documents are a sale deed/ property tax receipt and a utility bill (gas bill and electricity bill). Documents should not be older than 60 days.
If Rented Property
If using the rented property, provide the lease/rent agreement between the owner and the company. For registered office address proof, can provide the utility bill (Gas/Water/Eletrcity Bill) that should not be older than 2 months. NOC (No Objection Certificate) is mandatory; obtain the property owner's signature and have it notarized.
Using Free-of-Cost Premises
If using the property of a known person, e.g provided by the director or any family member without a rent agreement, then you are required to provide the latest utility on owner’s name and an NOC (No Objection Certificate) to declare that the owner allowed to use the premises.
Incorporation & Statutory Documents
The core documents for incorporation and statutory documents are as follows:
- DSC (Digital Signature Certificate): All proposed directors are required to obtain a Class 3 DSC to e-sign forms filed on the MCA portal. The license is valid for a specific timeline; ensure that it is active during MCA filing. You can secure it from a licensed certifying authority.
- DIN (Director Identification Number): DIN (Director Identification Number) is an 8-digit identification code allotted to the individuals who act as directors in a company. Up to 3 directors of the company can obtain a DIN through the SPICe+ web form. In addition to the above, for the appointment of additional directors, DIR-3 has to be filed with the company.
- MOA (Memorandum of Association): It is the core drafted document that defines the company’s scope, objectives, and boundaries of operations. The clauses in it must include the name, liability, object, subscription, capital, and registered office. All members signed the MOA and electronically filed it using the INC-33 form along with SPICe+.
- AOA (Articles of Association): It defines the internal rules and regulations of a company. It governs the day-to-day management and administration of a company. This internal rulebook covers the share capital and variation of rights, director appointment/removal, board meeting procedures, voting rights, dividend policy, winding-up procedures, etc. It must be filed through Form INC-34.
- Form DIR-2: The written consent form drafted by each proposed director. It is required to ensure the willingness of individuals to act as the director of the company. Form DIR-2 is attached to the SPICe+, and a separate incorporation form is not required.
- INC-9 (Declaration): A declaration by the first director and subscriber of the company to the MOA. It is required to ensure that the members of the company have not committed any crime related to company formation/ mangement in the last 5 years, including not being found guilty or having any fraud in any offence. It is auto-generated on the MCA portal while filing the incorporation form, but the auto-generation threshold limit is below or equal to 20 subscribers/ or first director.
- SPICe+ Web Form: It is an integrated web form used to file the incorporation form on the MCA V3 portal. It replaced multiple forms of filing with a single form. The structure of the form is divided into two parts: Part A covers the name reservation, and Part B covers the incorporation, DIN allotment, PAN/TAN application, GSTIN, EPFO, ESIC, Profession Tax (Maharashtra), and bank account opening, all in one filing.
- Corporate Shareholder Documents: Specific foundational papers required to prove the existence of a new company, such as Board resolution, corporate PAN/TAX ID, or representative ID & proofs.
- AGILE-PRO-S: It is a single-window integrated application filed alongside the SPICe+ incorporation form on the Ministry of Corporate Affairs Portal. In it, you can apply for multiple registrations such as GSTIN, EPFO & ESI, bank account, professional TAX, and Shop & Establishment license.
Common Mistakes That Delay or Reject Applications
The ROC rejects the public Limited registration application if the documents do not meet the prescribed formalities. Go through the below-mentioned mistakes that you might face during the filing process with their accurate solutions to make the process successful.
- Less than 7 Shareholders/ Subscribers
Under the Companies Act, 2013, it is mandatory to have a minimum of 7 shareholders to start a Public Limited Company in India. If a company is found guilty of operating with fewer than 7 shareholders, it may face strict action.
- Not a Resident Director Among 3
To register a PLC in India, the business is required to appoint at least 3 directors. But at least one director must be an Indian citizen among the three. It is primarily required to register on the MCA portal.
- Mismatch and Wrong Details
The ROC will reject the application if there is any error or name mistake across the document. If the name, address, or DOB mismatches in any document like Aadhaar card, PAN card, or driving license, your application will not be accepted.
- Utility Bill Older than 2 Months
The Utility bill (electricity bill, water bill, gas bill, or telephone bill) must not be older than 2 months; if it is, the application will not proceed.
Conclusion
The public limited company process on the MCA V3 portal is straightforward and faster. A minor mistake or mismatched details results in immediate application rejection. But these issues can be avoided by ensuring the accuracy and correctness of documents. Before final submission, ensure that all directors' and shareholders' names are spelt correctly across the documents, such as their PAN card, Aadhaar card, driving license, and other certificates. The lack of knowledge related to PLC registration makes the process more complex. That's where JustStart steps in to assist the entrepreneurs with the documents required for a public limited company.
Frequently Asked Questions (FAQs)
Q1. What is the minimum capital condition for a public limited company?
Ans. There is no minimum paid-up capital requirement to start a public limited company in India. The earlier rule, requiring a minimum of ₹5 lakh paid-up capital, has been removed.
Q2. Is GST registration mandatory to start a public limited company in India?
Ans. No, GST registration is not automatically mandatory for Public limited Company registration. But securing the GST certificate is important when your goods or services cross the GST threshold limit. A company must get registered once its annual turnover crosses the limit of ₹4 million (for goods) and ₹2 million (for special category states), or ₹2 million (for services) and ₹1 million (for special category states).
Q3. How many directors and shareholders are required for PLC registration?
Ans. Minimum 3 directors and 7 shareholders are required for the public limited company registration.
Q4. How long does it take to register a Public Limited Company?
Ans. It typically takes 15-25 working days for a public limited company registration.
Q5. Can I use the phone bill for the registered office address?
Ans. No, you cannot use the phone bill for the address proof of the registered office address. In place of a phone bill, you can use a water bill, gas bill, or electricity bill, which must not be older than 2 months.
Q6. What is Form DIR-2?
Ans. Under the Companies Act, 2013, it is mandatory to submit the written consent form DIR-2 by the individuals who want to act as a director of a company. The written consent form determines that you are not disqualified from holding an office and acting as a director.
Q7. What is the cost to register a Public Limited Company in India?
Ans. The cost for PLC registration depends on your authorized capital, state-specific stamp duties, and professional fees. However, the general cost ranges between ₹20,00 to ₹60,000 in India.
Q8. Is an NOC (No Objection Certificate) required for an owned office?
Ans. No, an NOC is not generally compulsory for company incorporation if the registered office is your own or the business. The No Objection Certificate (NOC) is only required when the property is rented.
Q9. Are shareholders required to obtain the DSC and DIN?
Ans. No, the shareholders are not automatically required to obtain the DSC and DIN. But both documents are required when the shareholder also acts as a director or authorized signatory for the company filings.
Q10. Is a DSC required to apply for a DIN?
Ans. Yes, the Digital Signature Certificate (DSC) is required to apply for a DIN (Director Identification Number) on the MCA portal (applying using the DIR-3 form or SPICe+ web form). Without a DSC, you cannot sign e-forms on the MCA V3 portal.
