Public Limited Company
The Company defined under section 3(1)(iv) of the Companies Act,
1956 is a public company which-
1. is not a private company;
2. has a minimum paid-up capital of Rs. 5 lakhs or such higher capital
as may be prescribed;
3. is a private company but subsidiary of a public company.
Private
Companies deemed to be Public Companies
Certain private companies are deemed to be public companies by
virtue of section 43 A, viz.-
1. when 25% or more of its paid-up share capital is held by one or more
body corporate;
2. when its average annual turnover (during the last 3 years) exceeds Rs. 25 crores;
3. when it holds 25% or more of the paid-up share capital of Public Company; or
4. when it accepts or renews deposits from the public after making an
invitation by an advertisement.
However, as per the Companies (Amendment) Act, 2000 effective from 13th
December 2000 such deemed public limited companies are required to
intimate to the Registrar to revert back to their original status as a
private limited company.
Set up a public limited
Company
Persons desirous of forming a company must adhere to the step by
step procedure as discussed below:-
Selection of type of the company.
Selection of name for the proposed company.
Apply for Directors Identification Number and Digital Signatures.
Drafting of Memorandum and Articles of Association.
Stamping, digitally signing and e-filing of various documents with the
Registrar.
Payment of Fees.
Obtaining Certificate of Incorporation.
Preparation and filing of Prospectus/Statement in lieu of Prospectus and
e-Form 19/20 (in case of public companies) for obtaining the certificate
of commencement of business.
Obtaining Certificate of Commencement of business (in case of public
limited companies).
Selection of the type of
company
The Promoters of a company may be individual entrepreneurs or body
corporate engaged in efforts to incorporate a company. They have the
power of defining the object of the company and deciding various matters
for the company proposed to be incorporated. It is depending upon, the
purposes for which the company is to be incorporated, proposed scale of
operations, capital involved, etc. The promoters can select type of the
company as they wish to form themselves into viz. private company,
public company, non-profit making company, etc.
Selection of name
Six names are required to be selected in order of preference after
taking notes of numerous provisions, clarifications, circulars and rules
made by the Ministry of Corporate Affairs, etc. In case key word is
required, significance of each key word should be given in the e-Form
1A.
Applying for ascertaining the availability of the selected name
The promoters are required to make an application to the concerned
Registrar of Companies to be submitted electronically to the Ministry of
Corporate Affairs on the portal of MCA. An application shall be in
e-Form 1A as prescribed by Notification No. GSR 56(E) dated 10th Feb.,
2006 duly digitally signed by any one promoter or managing director or
director or manager or secretary of the company along with the required
fee for ascertaining whether the selected name is available for adoption
by the promoters of the proposed company.
Approval of the name
After receipt of completed application in e-Form 1A, the Registrar
shall intimate whether the proposed name is available for adoption or
not. The confirmation of the name made available by the Registrar shall
be valid for a period of six months.In case, if the promoters fail to
submit all the required documents for incorporation within that period,
then they are required to submit another application after payment of
requisite fees.
Requirement for having DIN
As per proviso to section 253 of the Companies Act, 1956, inserted
by the Companies (Amendment) Act, 2006, w.e.f. 1-11-2006, no company
shall appoint or re-appoint any individual as director of the company
unless he has been allotted a Director Identification Number under
section 266B.
New section 266A has been inserted by the Companies (Amendment) Act,
2006 which provides that every individual, intending to be appointed as
director of a company shall make an application for allotment of
Director Identification Number (DIN) to the Central Government in the
prescribed DIN Form. Therefore, before submission of e-Form 1A all the
directors of the proposed company must ensure that they are having DIN
and if they are not having DIN, it should be first obtained.
Specific care should be taken that a person cannot have more than one
DIN, therefore, a DIN once obtained shall serve the requirement for all
the companies in which he is a director or intended to be a director.
Requirement for
having digital signatures
After 16th Sept., 2006, every documents prescribed under the
Companies Act, 1956 is required to be filed with the digital signature
of the managing director or director or manager or secretary of the
Company, therefore, it is compulsorily required to obtain digital
signatures of at least one director to sign the e-Form 1A and other
documents. It may be noted that if the director or other persons covered
are having digital signatures, their signatures may be used for the
above said purpose and there is no need take new signature again.
Preparation of the
Memorandum of Association (MOA) and Articles of Association (AOA)
Drafting of the MOA and AOA is generally a step subsequent to the
availability of name made by the Registrar. It should be noted that the
main objects should match with the objects shown in e-Form. These two
documents are basically the charter and internal rules and regulations
of the companies. Therefore, they must be drafted with utmost care with
the experts advise and the other object clause should be drafted in a
very broader sense.
Filing of documents
with the Registrar
Next step for the promoters is to file the following documents with
the Registrar for incorporation of the company. The following documents
shall be submitted to the Registrar alongwith the adequate filing fees
as applicable for registration of the company online with in a period of
six months from the date of intimation of availability of name:-
Memorandum of Association, duly signed by the subscribers and witnessed,
showing the number of shares against their names electronically attached
in PDF file. It should also be properly stamped as per the stamp duty
applicable in the State, where the registered office of the company is
to be situated. Simultaneously original stamped copy of the Memorandum
of Association shall be submitted with the Registrar of Companies
concerned.
Articles of Association should be duly signed by the subscribers and
witnessed, showing the number of shares against their names
electronically. It should be properly stamped according to the
authorized share capital as per the stamp duty applicable in the state,
where the registered office of the company to be situated.
Simultaneously original stamped copy of the Memorandum of Association
shall be submitted with the Registrar of Companies concerned.
Copy of the agreement, if any, which the company proposes to, enter in
to with any individual for appointment as its managing or whole-time
director or manager shall be attached in the PDF file.
Declaration in e-Form 1 by an advocate or company secretary or chartered
accountant engaged in whole time practice in India or by a person named
in the Articles as a director, manager or secretary of the company, that
all the requirements of the Companies Act, 1956 and the rules made
thereunder have been complied with in respect of registration and
matters precedent and incidental thereto, which may be accepted by the
Registrar as sufficient evidence of such compliance. It should be
carefully noted that details of all the companies in which directors are
also director should be given and the names, addresses and other
particulars of directors and promoters should be matched with the
information provided in the DIN application Form. [ Section 33(2)]
(Appendix 2).
Power of Attorney for should be furnished by all the subscribers in
favour of any one subscriber or any other person authorising him to file
these documents and to with the Registrar and to obtain certificate of
incorporation. The power of attorney should be given on Non-Judicial
stamp paper of appropriate value and shall be submitted to the
Registrar.
Other agreement if any, which has been stated in the Memorandum or
Articles of Association shall also be filed in the PDF file with the
Registrar because in such cases the agreement will form part of this
basic document.
E-Form 18 is to be filed with the Registrar electronically with the
digital signatures in regard to location of the registered office.
E-Form 18 shall also be certified by the company secretary or chartered
accountant or cost accountant in whole -time practice. [ Section 146
(2)]
E-Form 32 is required to be filed with the Registrar electronically for
filing particulars of directors. The personal details should match with
the information provided in the DIN. Following additional details are
also required to given in e-Form 32:
(a) Name and CIN of all the companies in which they are directors;
(b) Names of partnership concerns in which they are partner;
(c) Names of proprietorship concerns in which they are proprietor;
In case if the field provided in the e-From 32 is not sufficient, an
annexure may also be enclosed for the required details. As an e- Form 32
provides fields for three directors only, e-Form 32AD i.e. Addendum to
e-Form 32 shall be submitted for additional appointments. E-Form 32 AD,
if any is also required to be certified by the company secretary or
chartered accountant or cost accountant in practice digitally before
filing with the Registrar. Consent to act as director on plain paper and
authorization to submit e-Form 32 from all the director should be
attached with the e-Form 32.
E-form 32 is required to be digitally signed by the director or managing
director or manager or secretary of the company. E-Form 32 shall be
filed along with the adequate filing fee as prescribed under Schedule
XIII of the Companies Act, 1956, However, no separate filing fee is
required to be paid on the addendum of e-Form 32.( Appendix 5).
Payment of
registration fees for a new company
The fees payable to the Registrar at the time of registration of a
new company varies according to the authorized capital of a company
proposed to be registered as per Schedule X to the Act. Fees can be
calculated by the MCA portal.
Certificate of Incorporation
(section 33 and 34)
On the satisfaction of the Registrar that the requirements specified
in sections 33(1) and 33(2) have been complied with by the company, he
shall retain the documents and register the MOA, AOA and other
documents. Section 34(1) cast an obligation on the Registrar to issue a
Certificate of Incorporation, normally within 7 days of the receipt of
documents.
Commencement of Business
A Private limited company and a company not having share capital may
commence its business activities from the date of its incorporation.
However, a public Limited Company having share capital is required to
take certificate of commencement of business before it can commence
business.
Our well experienced professionals do all the above said procedures for
registration of a Private Limited Company for a nominal fee.