PROCEDURE FOR INCORPORATION OF A PUBLIC LIMITED COMPANY UNDER THE COMPANIES ACT, 1956

PROCEDURE FOR INCORPORATION OF A PUBLIC LIMITED COMPANY UNDER THE COMPANIES ACT, 1956

Minimum paid up capital - Rs. 5 Lacs (Section 3(1)(iv))

Maximum no. of members ‐ Unlimited

Minimum no. of Directors -3 (section 252)

Minimum no. of Subscribers ‐ 7

Stage 1

APPLICATION FOR DIRECTOR’S IDENTIFICATION NUMBER AND DIGITAL SIGNATURES CERTIFICATE (Section 266A)

         One must adhere to  Companies (Director Identification Number) Rules, 2006  for applying to DIN

1. All the proposed directors need to have the DIN.

2. For applying DIN following personal information and documents are required.

• Full name
• Full name of the father. (in case of married woman's also this is compulsory)
• Date of Birth
• Place of Birth
• Full present residential address
• Full permanent residential address,  if the present address is not permanent residential address
• Phone number available at both the address. 
• Your personal e mail id, if any
• Photo copy of proof of identity: i.e. 1. Passport 2. Election (voter identity) card 3. Driving license 4. Income-tax PAN card
• Photo copy of proof of residence: i.e. 1. Passport 2. Election (voter identity) card 3. Driving license 4. Ration Card 5. Electricity bill 6. Telephone bill 7. Bank account statement
• Latest passport size photograph.

 3. Based on the above information DIN will be processed and DIN number will be generated on payment receipt itself, if not duplicate in case of duplicate it processed through back office.

 4. One of the proposed Directors (Applicant) needs to get the digital signature.

 5. He will visit the www.mca.gov.in website and will do the registration and enrollment for getting the DSC.

 6. The application for DSC will be printed and filled up.

 7. Copies of proof of identification and proof of residence will be attached to DSC application. The copies need to be either attested by gazetted officer or by a Notary or by a professional.

 8. After successful downloading of DSC promoters can proceed with making the application for name availability.

Stage 2

NAME APPROVAL (Section 20)

Following information is required for filling up form No 1A

• Full Name, Fathers name, Residential Address, Occupation, Nationality, Date of Birth, email id, DIN of all 3 the directors is required.
• Full Name, Fathers name, Residential Address, Occupation, Nationality, Date of Birth, email id, of all the 5 promoters is required
• Copy of either PAN/ voters card/ passport of each director/ promoter
• State in which company is to be formed
• Jurisdiction of ROC
• Maximum 6 proposed names of the Company in order of preference and significance for each proposed name.
• Details of proposed main activity of the Company
• Details of trade mark/ service mark associated with the proposed names and copies of the application/ registration etc., if any.
• In case of logo is associated with the name of the Company, and then soft copy of the logo in PDF format is required.
• In case of Company is the promoter, copy of their Board Resolution is required
• Avoid names which resemble too closely or are the same as the names of any other company already registered [Section 20], and also avoid names with the words" Stock Exchange" as part of the name. [ Circular NO. 3/96 Dated 12.04.1996]
• Names starting with small alphabets can be used but before using such names it should be ensured that such names do not have phonetic or visual resemblance to the name of a company in existence [Circular No. 6/99 Dtaed 13.05.1999]
• If the proposed name is similar to other group company name, then copy of the Board resolution of another group company granting no objection to use the name by the new company is required.
• Details of other directorships with CIN number and designation for proposed directors
• Details of partnership firm, proprietary concern with full address

Stage 3

LIASONING WITH REGISTRAR OF COMPANIES FOR NAME APPROVAL

• Attending Registrar of Companies in regard to Approval of Name

Stage 4

REGISTRATION OF COMPANY (Section 33)

1.    After filling up all the details in form no 1A the same is required to be digitally singed by the Applicant.

2.     Form will then electronically submit to MCA and fees will be paid electronically

3.     After receipt of intimation for name approval incorporation papers and MOA/ AOA needs to be prepared.

4.     Requirements for form No 1/32.

• ROC reference number of names approval needs to be obtained from the MCA portal if form 1A is submitted through PFO. In case the form was submitted through the client or consultant’s system, then SRN generated at the time of submission of the form is the reference number.
• The said number is to be filled up in form no 1 to enable data prefilling.
• Break up of authorized capital and face value of shares.
• CIN number of the existing company if it is promoter of the new company
• Name and designation of the person signing on behalf of the promoter company, if promoted by existing company
• Name of company with “Limited”  as the last words of the name (Section 13)
• PDF copy of MOA/AOA (PDF to be made after stamping/ signing by all the promoters and also after making the corrections suggested by ROC)
• Scanned photos of each director in PDF format
• Consent of each director in PDF format (PDF to be made after signing the consent letter)

 5.     Requirements for form No 18

• Full address of the proposed registered office of the Company
• Full address of police station under whose jurisdiction the address of the company is located.

6.     Form No 18 and 32 needs to be attested digitally by the PCS

7.     The corrected forms and MOA/AOA needs to be uploaded and payment needs to be made electronically for normal filing fees as well as stamping fees.

8.    System upon successful filing of e-forms generates a SRN and date.

ROC will issue the E-Certificate; e-certificate with digitally signed copy can also be downloaded from MCA site after logged in to the same

Stage 5

Certificate of Commencement of Business (Section 149)

A Public company cannot start its business unless it gets a certificate of commencement of business (COB) from the Registrar of companies.

Filing of Form No. 20

• Statement in lieu of prospectus  -  to be delivered to the ROC which does not issue a prospectus or which does not go to allotment on a prospectus issued and reports sent out therein
• MOA & AOA
• List of directors & shareholder
• Stamp paper
• Consent letter of auditor & Form no. 23B

Stage 6

Opening of Bank Account

Document required:-

• Duly filled and signed form of respective bank
• Copy of Board Resolution
• MOA and AOA of the company
• List of directors & shareholders
• Copy of Commencement of business

Note:- If to incorporatr to incorporate a Private Company which is going to be a subsdiary of a public company, it will be treated as a public company [Section 3(1)(iv)(c)]