Public limited company registration

A Public Limited Company is a company that is permitted to offer its shares to the general public. It is incorporated under the Companies Act, 2013 and needs at least 7 members and 3 directors; there is no statutory minimum paid-up capital. PLCs can list on stock exchanges (NSE/BSE) and raise funds from the public through IPOs.

A PLC can have unlimited members, freely transferable shares, and can invite public subscriptions. A Pvt Ltd has a maximum of 200 members, restricted share transfer, and cannot invite public subscriptions. PLCs have higher compliance requirements and mandatory public disclosures.

There is no statutory minimum paid-up capital for a Public Limited Company - the ₹5 lakh floor was removed by the Companies (Amendment) Act, 2015. Some sector regulators (banking, insurance, NBFCs) set their own capital requirements. Authorized capital should be planned higher to accommodate future fundraising.

Yes. A PLC can list on recognized stock exchanges like NSE and BSE. Listing requires compliance with SEBI regulations, including audited financials for 3 years, promoter lock-in, and minimum public offer of 25% of post-issue capital.

An Initial Public Offering (IPO) is the first sale of shares by a company to the public. A PLC can go public through an IPO, which is regulated by SEBI. An IPO is required when a PLC wants to list on a stock exchange and raise funds from the general public.

A prospectus is a formal legal document that provides details about an investment offering for sale to the public. Under Section 28 of the Companies Act, 2013, a PLC making a public issue of shares must issue a prospectus. However, if the PLC is not making a public issue, it can file a 'statement in lieu of prospectus'.

Yes. A Private Limited Company can convert to a Public Limited Company by passing a special resolution (votes in favour at least three times the votes against) and filing Form INC-27 with ROC. The company must have at least 3 directors and 7 members.

A PLC must comply with: (1) Annual ROC filings - AOC-4, MGT-7, ADT-1, plus director KYC once every three years under rule 12A; (2) Mandatory AGM within 6 months of FY end; (3) If listed - SEBI LODR compliance, quarterly financial results, annual report, promoter holding disclosure; (4) Income tax return annually; (5) GST returns if registered.

SEBI (Securities and Exchange Board of India) compliance applies to listed PLCs under the SEBI (Listing Obligations and Disclosure Requirements) Regulations. Requirements include: quarterly and annual financial results, annual report with corporate governance report, promoter holding disclosure, related party transaction disclosure, and board composition requirements, including a woman director and independent directors as the regulations specify.

Yes, a PLC can have foreign shareholders including foreign institutional investors (FIIs), foreign portfolio investors (FPIs), and NRIs. Foreign shareholding is governed by FEMA regulations and FDI policy. Certain sectors have FDI caps (e.g., 49% in insurance, 74% in defence under automatic route).

A public company must have at least 3 directors (section 149(1)). There is no rule requiring 7 directors - 7 is the minimum number of members. The maximum is 15 directors, which can be exceeded by special resolution. A woman director is mandatory for listed companies and for public companies above the prescribed paid-up capital or turnover thresholds.

Yes, a PLC can issue Employee Stock Ownership Plans (ESOPs). In fact, PLCs that are listed can issue ESOPs through stock exchanges. ESOPs must comply with SEBI (Share Based Employee Benefits) Regulations for listed companies.

The quorum for a board meeting is one-third of the total strength or two directors, whichever is higher (section 174). If quorum is not met within 30 minutes, the meeting is adjourned to the next week.

Yes, a PLC can issue debentures to raise debt capital. Debentures can be convertible or non-convertible. Listed PLCs can issue debentures through SEBI-regulated channels (NCDs). Debenture holders are creditors, not shareholders.

A PLC can be wound up: (1) Voluntarily by shareholders (special resolution), (2) By tribunal on grounds specified in Section 271 of the Companies Act. The winding up process involves appointing a liquidator, realising assets, paying creditors, and distributing surplus to shareholders.