Registering a public company in India involves several steps and compliance requirements. Here is a general step-by-step guide to help you understand the process:
- Obtain Digital Signature Certificate (DSC):
- Apply for a Digital Signature Certificate (DSC) for the proposed directors of the company.
- DSC is required for filing electronic forms and signing documents online.
- Obtain Director Identification Number (DIN):
- Each proposed director must apply for a Director Identification Number (DIN) through the Ministry of Corporate Affairs (MCA) website.
- DIN is a unique identification number assigned to individuals who wish to become directors of companies.
- Apply for Name Approval:
- Submit an application for name availability to the Registrar of Companies (ROC) using Form SPICe+ (Simplified Proforma for Incorporating Company Electronically).
- The proposed name must adhere to the guidelines provided by the MCA.
- Once approved, the name will be reserved for a period of 20 days.
- Prepare and File Incorporation Documents:
- Prepare the necessary incorporation documents, including the Memorandum of Association (MOA) and Articles of Association (AOA).
- Fill in Form SPICe+ with all the required details of the company, directors, shareholders, and registered office address.
- Attach the relevant documents, such as identity proofs, address proofs, and consent letters from directors and shareholders.
- Upload the signed and scanned documents along with the form on the MCA portal.
- Payment of Fees and Stamp Duty:
- Pay the required fees and stamp duty based on the authorized share capital of the company.
- The fee structure is available on the MCA website, and the payment can be made online.
- Obtain Certificate of Incorporation:
- Once the ROC verifies the application and documents, and if everything is in order, they will issue the Certificate of Incorporation (COI).
- The COI confirms the creation and existence of the public company.
- Apply for Permanent Account Number (PAN) and Tax Deduction and Collection Account Number (TAN):
- Apply for PAN and TAN with the Income Tax Department.
- PAN is required for various statutory compliances and financial transactions, while TAN is necessary for tax deduction and collection.
- Statutory Compliance:
- After incorporation, ensure compliance with various legal and statutory requirements, such as appointment of auditors, holding annual general meetings, filing annual financial statements, maintaining statutory registers, etc.
- Obtain a Digital Identification Number (DIN) for Directors:
- Each proposed director must apply for a DIN through the Ministry of Corporate Affairs (MCA) by filing Form DIR-3.
- This step is required before submitting the incorporation application.
- Prepare the Memorandum of Association (MOA) and Articles of Association (AOA):
- The MOA defines the company’s objectives, while the AOA contains the rules and regulations for the company’s internal management.
- These documents must be prepared according to the format provided in the Companies Act, 2013.
- Appointment of a Company Secretary (CS) and Statutory Auditor:
- A public company must appoint a qualified Company Secretary within six months of its incorporation.
- Additionally, an auditor must be appointed within 30 days of incorporation.
- Obtain a Certificate of Commencement of Business (Only for Public Companies):
- Public companies need to obtain a Certificate of Commencement of Business (COB) before commencing their operations.
- This certificate confirms that the company has met certain statutory requirements and is eligible to commence business activities.
Eligibility:
- Minimum Requirements:
- A minimum of seven shareholders and three directors are required to incorporate a public company.
- At least one director must be an Indian resident.
- Share Capital:
- There is no specific minimum share capital requirement for a public company. It can be registered with any amount of authorized share capital.
- The authorized share capital should be stated in the Memorandum of Association (MOA).
- Directors’ Eligibility:
- Directors must be over 18 years of age and not disqualified under the Companies Act, 2013.
- They should have a valid Director Identification Number (DIN) obtained from the MCA.
- Registered Office:
- The company must have a registered office address in India.
- This address will be used for all communication and legal purposes.
- Name Availability:
- The proposed name for the company must be unique and not infringe upon any existing trademarks or company names.
- The name should comply with the guidelines provided by the MCA.
- Compliance Requirements:
- Public companies have additional compliance obligations compared to private companies, such as conducting regular board meetings, holding annual general meetings, filing financial statements, etc.
It’s important to note that the process and eligibility requirements for registering a public company in India may be subject to change. It is recommended to refer to the latest provisions of the Companies Act, 2013,