Incorporation of a Public Limited Company
Important Provisions
(a) Sections 12, 13, 14, 15, 20, 26, 28, 30, 33, 34, 35, 36, 147, 149,264, 266, 303, Sch. X. of the Companies Act 1956
(b) Rule 4A, eforms 1, 1A, 18 and 32. of the Companies (Central Government''s) General Rules and Forms, 1956
Procedure
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A public limited company is suitable in case the desired business requires
(i) large capital outlay
(ii) enlistment of the securities of the company in Stock Exchange
(iii) raising of equity or debt finance from public
(iv) wider distribution of shares and larger number of shareholders
It is formed by seven or more persons subscribing their names to the Memorandum of Association. Further, depending upon the capital base and shareholding pattern a public limited company can be closely held or widely held. Closely held means that substantial percentage of shareholdings are retained by the promoters and issue of shares would be normally restricted to relatives and associates of promoters but
Shares would be freely transferable. On the other hand, in a widely held company the shares are freely transferable through stock exchanges thus there has to be compliance with provisions of Securities (Contracts) Regulation Act, Securities and Exchange Board of India Act, 1992 and Standard Listing Agreement. The promoters have check for name availability from the ROC using the same procedure earlier mentioned.
Memorandum an Articles of Association
(a) Contents of the Memorandum
(i) Name of the Company stating "limited" as the last word.
(ii) State in which the registered office would be situated.
(iii) Main objects to be pursued on incorporation and objects incidental or ancillary to the attainment of main objects
(iv) liabilities of the members would limited by shares
(v) Amount of share capital with which the company is to be registered and the division thereof into shares of a fixed amount
(vi) States in whose territories the objects extend when objects are not confined to one State. Trading Corporation are exempted.
(b) Form of memorandum
2.3 MoA and AoA- Signature
Both MoA and AoA have to be signed by each subscriber in the presence of at least one witness. The subscriber and the witness have to add their address, description and occupation. The date should always be a date after the date of stamping.
E-forms preparation and Submission
These forms have to be downloaded from the MCA portal and digitally signed and the uploaded.
(a) eform 1:-
The application has to be filed with...
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