Incorporation of Public Company

Secretarial

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Benefits of forming a Limited Liability Partnership (LLP)

  •  Representative management
  •  Easy availability of capital by issuing shares to the public
  •  Separate legal entity
  •  Artificial person
  •  A company can sue and be sued in its own name
  •  Body corporate
  •  High credible entity compared to other types
  •  Unlimited capital investment opportunities
  •  Liquidity
  •  Easy to acquire other companies
  •  High-end business organizations
  •  Can issue shares to the general public
  •  More availability of capital to reinvest back into the company than non-public limited companies
  •  Raising capital through public issue of shares
  •  Widening the shareholder base and spreading risk
  •  Growth and expansion opportunities
  •  Diversification
  •  Pursue or gain new projects, new products or new markets
  •  Grow capital expenditure to support and enhance the business
  •  Make acquisitions by offering shares to the shareholders of the target business
  •  Acquire funds for research and development
  •  Pay off existing debt or replace existing debt with new debt on better terms
  •  Exit strategy

Documents required:

Director Identification Number: DIN is mandatory to become a director of a company. Now, DIN numbers are issued alone with the incorporation by filing required documents.

The following list of documents are required for obtaining DIN number:

  • Copy of PAN Self Attested - Indian National
  • Bank statement copy or
  • Mobile Bill or
  • Gas Bill or
  • Electricity Bill
  • Any other utility Bill
  • Foreign national - Copy of passport
  • Indian national have passport- Copy of passport

Digital Signature: Every subscriber to the memorandum of association and director needs to obtain a digital signature issued by Certifying Authority. To obtain DSC, following documents required:

  • Application Form Filled and Signed
  • ID proof Passport or
  • Driving License or
  • PAN Card or
  • Post Office ID card or
  • Bank Account Passbook containing the photograph and signed by an individual with attestation by the concerned Bank official.
  • Photo ID card issued by the Ministry of Home Affairs of Centre/State Governments.
  • Photo ID card issued by any Government Authority bearing the signatures of the individual.
  • Aadhaar Card
  • Address Proof Document
  • Passport or
  • Driving License (DL)/ Registration certificate (RC) or
  • Voter ID Card
  • Bank Statements signed by the bank
  • Telephone Bill
  • Electricity Bill
  • Water Bill
  • Gas connection
  • Aadhaar Card

Mandatory compliances for a public company

  • Holding Board Meeting: This is the first compliance that needs to be done by Public Limited Company. Meeting among the board members, the first meeting of the Board shall be conducted within 30 days by Public Limited Company. Thereafter, at least 4 Board meetings to be conducted every year with a gap of 120 days between each meeting of the Board. This means that every by Public Limited Company shall have a minimum of 4 board meetings every year and the gap must not be more than 120 days between subsequent Board meetings or every quarter one meeting. Records of these Board meetings shall also be created which is known as the minute of the meeting. For this, registers are to be maintained by the Company. It can also be prepared digitally. Here the agenda of the meeting, attendance of members and the discussion are recorded.
  • Appointment of the Auditor: The auditor for the Company shall be appointed by the Board of Directors within a period of 30 (Thirty) days from the Date of incorporation of the Company. The appointment shall be filed in ADT-1. In case of failure of the Board to appoint the first auditor within the said period of 30 days, the Board shall inform the members of the Company who shall appoint an auditor within a period of 90 days. The appointment can only be done in an extraordinary general meeting.
  • Disclosure of Interest by Directors: It is to be noted that every director shall in its first board meeting disclose the interest in any company, firm or other AOI (including any shareholding interest). The disclosure of interest shall be filed every year, if there is any change in the interest, it is to be filed along with the list of relatives as well. This disclosure of interest shall be filed in MBP 1 form shall be submitted with the Company.
  • Declaration of Commencement of Business: Declaration of Commencement of Business shall be filed in Form 20A. It is a mandatory compliance and needs to be filed with due time lines as prescribed below. The Form 20A shall be certify by the professional like CA CS or CMA. Due date for the first time filing of Form 20A.

Note:

Failure to comply with annual compliance may lead to the removal of the company’s name from the Register of Companies.

  • Holding Annual General Meeting: The Public Limited Company shall hold a general meeting every year. It is mandatory to conduct it on or before 30th September every year. In case of first AGM shall be held within 9 months of closing of the Financial Year. It is to be noted that the AGM shall be conducted within office hours ie., 9 AM to 6PM. The day must not be a public holiday and a clear notice of 21 days shall be given to the members. The Approval of accounts, appointment/re-appointment of auditors, Remuneration of directors are some of the agendas of AGM.
  • Filing of Annual Return: RoC Filing is nothing but submission of annual accounts and financials prepared by the Company. Here, list of shareholders, directors, interest, details of other things, board reports and other stuff required to be furnished by the Company with RoC.

Following are the forms which are required to be submitted:

A:Certification of Annual Return in case of listed company: It is mandatory to get the certification if the listed company having paid up share capital of 10 Crores or more and turnover of 50 Crores or more, From Company Secretary in Practice. The certificate shall be in FORM MGT-8.

B: Requirement of Secretarial Audit Report:

  • Every Listed Company
  • Public company if having paid up share capital of equal to or more than 50 Crores.
  • Every public company having a turnover of 250 Crores or more has to obtain secretarial audit report in form MR-3 from Practicing Company Secretary.
  • KYC of Directors of the Company