Public Limited
Company Formation
IPO Ready

DSC is mandatory for all directors to digitally sign MCA forms. Since Public Ltd requires MINIMUM 3 DIRECTORS, obtain Class 2 or Class 3 DSC for at least 3 directors from licensed Certifying Authorities (eMudhra, Sify, nCode). Documents required: PAN card, Aadhaar card, passport-size photograph, email ID, mobile number. DSC is issued on USB token and valid for 1-2 years. Cost: ₹1,000-2,000 per director. If you have more than 3 directors (e.g., 5-7 directors for large-scale business), obtain DSC for all directors to avoid delays during filing. Taxvio coordinates bulk DSC procurement at discounted rates.

DIN is a unique 8-digit identification number required for every director. Apply via Form DIR-3 on MCA portal using DSC. Documents required: PAN, Aadhaar, address proof (bank statement/utility bill <2 months), photograph, email, mobile. DIN is auto-approved within 1-2 days if documents are correct. Important: For Public Ltd, ensure at least 2 directors are RESIDENT DIRECTORS (stayed in India for 182+ days in previous year) — this is mandatory as per Section 149(3). If any director already has DIN from previous directorship, same DIN can be reused. Taxvio handles DIN applications for all directors simultaneously to save time.

Apply for name approval via Form INC-1 (RUN - Reserve Unique Name) on MCA portal. Public Ltd company name MUST end with 'Limited' (not 'Private Limited' or 'Pvt Ltd'). Example: 'ABC Technologies Limited' or 'XYZ Industries Limited'. Name guidelines: (1) Must be unique (not identical/similar to existing companies/trademarks), (2) Cannot use restricted words (Bank, Insurance, Government, etc.) without approval, (3) Should reflect main business activity, (4) Can have up to 2 proposed names in order of preference. MCA checks name against existing companies and trademark database. If approved: Name is reserved for 20 days (must file incorporation within 20 days, extendable by 20 more days on payment). If rejected: Reapply with different names (no extra fee). Taxvio conducts comprehensive name search (MCA database + Trademark registry + Google) and suggests 5+ unique names before filing RUN to avoid rejection.

Public Ltd companies MUST have minimum ₹5 lakh PAID-UP CAPITAL deposited in bank BEFORE incorporation. Process: (1) Open a CURRENT ACCOUNT in the name of 'PROPOSED [Company Name] Limited' in any scheduled bank (HDFC, ICICI, SBI, etc.). (2) Deposit ₹5 lakh (or more, as per shareholding pattern) via NEFT/RTGS/Cheque from shareholders' bank accounts. (3) Obtain 'Certificate of Deposit' or 'Banker's Certificate' from bank confirming deposit amount and account opening. This certificate must be uploaded with INC-33 form. Example: If authorized capital is ₹10 lakh (1,00,000 shares of ₹10 each), and 7 shareholders subscribe 50,000 shares (₹5 lakh), then ₹5 lakh must be deposited by shareholders. Important: Each shareholder must deposit their subscribed amount from their OWN bank account — not from founder's account or third party. Bank statement showing individual deposits is required. Note: This capital cannot be withdrawn until Certificate of Incorporation is issued. Taxvio assists with bank account opening documentation and capital infusion compliance.

MOA and AOA are constitutional documents defining company's objects, capital structure, and governance rules. For Public Ltd, these documents are MORE DETAILED than Private Ltd due to regulatory requirements. (1) MOA (Memorandum of Association): Contains: (a) Name clause (company name with 'Limited' suffix), (b) Registered office clause (state where registered office is located), (c) Objects clause (main objects, ancillary objects, other objects — must be comprehensive to cover all future business activities), (d) Liability clause (limited liability of shareholders), (e) Capital clause (authorized capital structure — e.g., ₹10 lakh divided into 1,00,000 equity shares of ₹10 each, details of preference shares if any). (2) AOA (Articles of Association): Contains internal management rules: (a) Share capital and rights (voting rights, dividend rights, preference shareholders' rights), (b) Calls on shares, forfeiture, lien, transfer/transmission of shares (Public Ltd shares are freely transferable — no Board approval needed unlike Private Ltd), (c) Board of Directors — appointment, removal, rotation, powers, remuneration, (d) Board meetings — quorum, notice, voting, resolutions, (e) General meetings — AGM, EGM, notice, quorum, voting (e-voting provisions for listed companies), (f) Dividend distribution, reserves, accounts, audit, (g) Borrowing powers, issue of debentures, charges, (h) Winding up provisions. Special clauses for Public Ltd: (a) Provisions for issuing shares/debentures to public, (b) Underwriting clauses (for IPO), (c) Compliance with SEBI regulations (if planning to list), (d) Independent directors and audit committee (mandatory for listed companies), (e) Vigil mechanism, related party transactions policy. Taxvio prepares customized MOA & AOA with PUBLIC OFFERING CLAUSES and IPO-READY GOVERNANCE STRUCTURE suitable for future stock exchange listing.

Unlike Private Ltd (which uses SPICe+ form), Public Ltd incorporation requires TWO SEPARATE FORMS: (1) Form INC-33 (Application for Incorporation of a Company): This is the main incorporation application containing: (a) Company name (approved via RUN), (b) Category of company (Public Company Limited by Shares), (c) Sub-category (if applicable — Section 8 company, OPC, etc. — usually 'NA' for standard Public Ltd), (d) Registered office address (complete address with pincode, state), (e) Authorized capital and shareholding pattern (equity shares, preference shares, share value, number of shares), (f) Details of subscribers (initial 7+ shareholders) — name, father's name, address, PAN, Aadhaar, nationality, occupation, email, mobile, number of shares subscribed, amount paid, (g) Details of first directors (minimum 3) — name, DIN, address, appointment date, consent, (h) Details of proposed business (main objects from MOA). Attachments with INC-33: (i) MOA (signed by all 7 subscribers), (ii) AOA (signed by all 7 subscribers), (iii) Proof of registered office (rent agreement + NOC / sale deed + electricity bill), (iv) Utility bill of registered office (not older than 2 months), (v) Specimen signature of directors, (vi) Declaration by first subscribers and directors (INC-9 — declaration that all documents are correct), (vii) Affidavit from directors (INC-10 — affidavit for not being convicted/disqualified), (viii) PAN, Aadhaar, address proof, photographs of all directors and subscribers, (ix) Consent to act as first director (DIR-2 — consent and declaration form), (x) BANKER'S CERTIFICATE confirming ₹5 lakh paid-up capital deposit. (2) Form INC-34 (AGILE-PRO — for integrated post-incorporation registrations): This optional form is filed simultaneously with INC-33 for: (a) PAN application (auto-linked), (b) TAN application (auto-linked), (c) EPFO registration (auto-linked), (d) ESIC registration (if applicable), (e) Professional Tax registration (state-wise), (f) Shops & Establishment registration (state portal link). INC-33 & INC-34 are digitally signed by ALL DIRECTORS and ALL SUBSCRIBERS using DSC and filed on MCA portal. MCA Fee: Depends on authorized capital (e.g., ₹5-10 lakh capital = ₹5,600 fee; ₹10-50 lakh = ₹11,200). Processing: MCA scrutinizes all documents (10-15 days). If any defects/queries, MCA issues query notice — must respond within 7 days. Taxvio ensures ERROR-FREE filing with complete documentation to avoid MCA queries and delays.

Upon approval of INC-33, MCA issues Certificate of Incorporation (COI) in Form INC-11. The certificate contains: (1) Company name (ending with 'Limited'), (2) CIN (Corporate Identity Number - 21-digit unique ID starting with 'L' for Public Ltd), (3) Date of incorporation (company's legal birth date), (4) Registered office address, (5) Authorized capital, (6) Digital signature of Registrar of Companies (ROC). Certificate of Incorporation is the LEGAL PROOF that your company now exists as a PUBLIC LIMITED COMPANY under the Companies Act, 2013. Download COI from MCA portal (Services → View Company/LLP Master Data → Download Certificate). IMPORTANT: Public Ltd company CANNOT COMMENCE BUSINESS immediately after incorporation. You must obtain CERTIFICATE OF COMMENCEMENT OF BUSINESS (INC-20A) first (see Step 9). Attempting to do business before INC-20A attracts penalty and director disqualification.

PAN (Permanent Account Number) and TAN (Tax Deduction Account Number) are auto-generated by Income Tax Department upon incorporation (if INC-34 was filed with INC-33). PAN card is sent to company's registered office address via India Post (within 7-15 days). TAN is sent via email to registered email ID. If PAN/TAN cards are not received within 15 days, download e-PAN from Income Tax e-filing portal: Login → Services → Download e-PAN → Enter CIN/TAN → OTP verification → Download. PAN is required for: Bank account opening, GST registration, Income tax return filing, TDS compliance, Vendor payments. TAN is required for: TDS deduction and deposit, Quarterly TDS returns (24Q, 26Q, 27Q), Form 16/16A issuance.

This is a UNIQUE requirement for Public Limited Companies that does NOT apply to Private Ltd. Under Section 11 of Companies Act, Public Ltd company CANNOT COMMENCE ANY BUSINESS OR EXERCISE BORROWING POWERS until it obtains 'Certificate of Commencement of Business' from ROC by filing Form INC-20A. Requirements to file INC-20A: (1) Minimum paid-up capital (₹5 lakh) must be deposited and share certificates issued to subscribers. (2) Every subscriber must have PAID THE FULL VALUE of shares they subscribed (no calls in arrear). (3) Declaration must be filed by a director and company secretary (if appointed) or two directors if no CS. Process: File Form INC-20A with ROC containing: (a) Declaration that subscribers have paid for shares in full, (b) Declaration that no part of application money has been refunded, (c) Details of preliminary expenses (expenses incurred before incorporation — legal fees, registration fees, printing, etc.), (d) Verification by director(s). ROC verifies and issues INC-20A (Certificate of Commencement of Business) within 1-2 days. Without this certificate: (1) Company CANNOT open bank current account (most banks ask for INC-20A for Public Ltd), (2) Company CANNOT enter into contracts, (3) Company CANNOT commence operations, (4) Directors can be held personally LIABLE for any transactions done before INC-20A. Taxvio ensures INC-20A is filed IMMEDIATELY after incorporation (within 3-5 days) so you can start business without delay.

After obtaining Certificate of Commencement of Business, following immediate compliances are required: (1) First Board Meeting (within 30 days): Convene first Board meeting to: (a) Appoint first statutory auditor (Chartered Accountant) — mandatory for ALL companies, (b) Appoint Company Secretary if paid-up capital ≥ ₹5 crore (mandatory as per Section 203), (c) Appoint CFO if paid-up capital ≥ ₹5 crore, (d) Approve common seal (company stamp), (e) Approve opening of bank current account, (f) Ratify registered office address, (g) Approve preliminary expenses. Prepare Minutes of Board Meeting and file Form MGT-14 with ROC within 30 days. (2) Open Current Bank Account: Submit to bank: Certificate of Incorporation, PAN card, Certificate of Commencement of Business (INC-20A), Board resolution for account opening, KYC of directors (PAN, Aadhaar, photograph), Specimen signature of authorized signatories, Registered office address proof. Banks conduct KYC verification and open account within 5-7 days. (3) Issue Share Certificates: Allot shares to subscribers (initial 7 shareholders) and issue physical share certificates OR dematerialize shares (convert to demat form with NSDL/CDSL for future trading). Share certificates must be issued within 60 days of incorporation. (4) Maintain Statutory Registers: Purchase and maintain following registers: (a) Register of Members (shareholders), (b) Register of Directors and Key Managerial Personnel, (c) Register of Charges (if any loans/mortgages taken), (d) Minutes Book (Board meetings, General meetings), (e) Register of Contracts (related party transactions). (5) Obtain DIN-KYC for Directors: All directors must file DIN-KYC (Form DIR-3 KYC) annually by 30th September every year. Penalty for non-filing: ₹5,000 per director + DIN deactivation. Taxvio provides POST-INCORPORATION COMPLIANCE KIT with statutory registers, share certificates, Board meeting minutes, and filing checklist.

GST registration is MANDATORY if: (1) Turnover exceeds ₹40 lakh (₹20 lakh for services in special category states), (2) Interstate supply (even if turnover <₹40 lakh), (3) E-commerce sales via Amazon/Flipkart, (4) Reverse charge mechanism applicable. Even if turnover is below threshold, VOLUNTARY GST registration is recommended for Public Ltd companies to: (a) Claim input tax credit (ITC), (b) Issue GST invoices to corporate clients (most B2B clients prefer GST-registered vendors), (c) Build credibility. Documents for GST: Certificate of Incorporation, PAN card, Registered office proof, Bank statement/cancelled cheque, Photographs and ID proof of directors, Board resolution authorizing GST application. File GST REG-01 on GST portal. Approval within 3-7 days if documents correct. Taxvio offers COMBINED Public Ltd + GST registration package.

Public Limited Companies have STRINGENT annual compliance requirements compared to Private Ltd: (1) Annual Return (Form MGT-7): Due within 60 days of Annual General Meeting (AGM). Must be certified by Company Secretary. (2) Financial Statements (Form AOC-4): Balance sheet, profit & loss account, cash flow statement, auditor's report, Board report. Due within 30 days of AGM. Must be digitally signed by directors and auditor. (3) Annual General Meeting (AGM): MANDATORY within 6 months of financial year end (for FY 2024-25 ending 31st March 2025, AGM must be held by 30th September 2025). All shareholders must be invited via notice (21 days before AGM). Minutes of AGM must be filed with ROC. (4) Board Meetings: Minimum 4 Board meetings per year (one every quarter) with gap of not more than 120 days between two meetings. Minutes must be recorded and signed. (5) Income Tax Return (ITR-6): Due by 31st October every year (for companies requiring audit). (6) Auditor's Report: Statutory audit by Chartered Accountant mandatory for ALL companies. Auditor must be appointed at AGM and reappointed every 5 years (individual auditor) or 10 years (audit firm). File Form ADT-1 within 15 days of AGM. (7) Director Disclosures: (a) DIR-8 (declaration of interest in other entities) — within 30 days of appointment or change, (b) DIR-3 KYC (annual KYC by 30th September), (c) MBP-1 (disclosure of shareholding in other companies) — annually. (8) Related Party Transactions Disclosure: All transactions with related parties (directors, relatives, group companies) must be disclosed in Board meetings and noted in financial statements. If transaction value exceeds limits, shareholder approval required. (9) ADDITIONAL COMPLIANCES FOR LISTED PUBLIC LTD COMPANIES (if listed on BSE/NSE): (a) Quarterly financial results filing with stock exchanges (within 45 days of quarter end), (b) Annual Report to shareholders (detailed 150+ page report), (c) Corporate Governance Report, (d) Related Party Transactions approval by shareholders, (e) Independent Directors appointment (minimum 1/3rd of Board), (f) Audit Committee, Nomination & Remuneration Committee, Stakeholder Relationship Committee, (g) Vigil Mechanism/Whistle Blower Policy, (h) CSR Committee (if net worth ≥ ₹500 crore or turnover ≥ ₹1,000 crore or net profit ≥ ₹5 crore), (i) Internal Financial Controls certification. Penalties for non-compliance: ₹100-500 per day (company) + ₹100-500 per day (each director) depending on violation. Can accumulate to lakhs if delayed. Taxvio offers ANNUAL COMPLIANCE PACKAGE (₹49,999/year) covering all ROC filings, audit coordination, Board/AGM support, and compliance calendar.