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⭐ Step-by-Step Process for Forming a Public Company

Written by

Financial Analyst

in

Step 1: Understand the Eligibility Requirements

A Public Company must meet the following basic requirements:

  • Minimum 7 shareholders
  • Minimum 3 directors
  • At least one director must be an Indian resident
  • No minimum paid-up capital requirement (as per amended Companies Act)
  • Mandatory addition of the word “Limited” at the end of the company name

Meeting these conditions ensures eligibility to apply for incorporation.

Step 2: Obtain Digital Signature Certificates (DSC)

All proposed directors and shareholders must obtain:

  • Digital Signature Certificate (DSC) for signing e-forms
  • DSC issuance requires ID proof, address proof, and photographs

This is the first technical step toward online incorporation.

Step 3: Apply for Director Identification Number (DIN)

Each director must hold a DIN, which can be obtained through:

  • Form DIR-3 (for existing individuals), or
  • SPICe+ form (if applying during incorporation)

DIN enables individuals to act as directors in Indian companies.

Step 4: Choose a Unique Name for the Company

Name reservation is done through:

Part A of SPICe+ Form

Propose two unique names with proper justification.

Follow naming rules based on:

  • Trademark availability
  • No identical or similar existing company name
  • No offensive or restricted words
  • Mandatory addition of “Limited” at the end

Approval usually takes 2–3 working days.

Step 5: Draft Key Incorporation Documents

Important documents include:

1. Memorandum of Association (MOA)

Defines company objectives and scope.

2. Articles of Association (AOA)

Contains internal rules and governance framework.

3. Declarations & Affidavits

Such as:

  • DIR-2 (director consent)
  • INC-9 (declaration by subscribers)

4. Proofs of Registered Office

Rental agreement, utility bill, NOC, etc.

All documents must be legally accurate and properly executed.

Step 6: File the SPICe+ Incorporation Form

The incorporation process is completed using SPICe+ Part B, which includes:

  • Company details
  • Directors & shareholders details
  • Registered office details
  • Capital structure
  • MOA & AOA attachments
  • Declaration forms

Additional linked forms include:

  • AGILE-PRO (GST, EPFO, ESIC, Professional Tax, Shops & Establishment)
  • INC-9
  • URC documents (if converting from another structure)

Once filed and digitally signed, submit the forms on MCA portal with the required fees.

Step 7: Obtain Certificate of Incorporation (COI)

After verification, the MCA issues:

  • Certificate of Incorporation
  • Corporate Identification Number (CIN)
  • PAN & TAN (auto-generated)

This marks the legal birth of the Public Company.

Step 8: Open a Bank Account

Submit:

  • COI
  • PAN
  • MOA & AOA
  • Board Resolution

Banks then activate the company’s current account for transactions.

Step 9: Hold the First Board Meeting

Within 30 days of incorporation, the company must:

  • Appoint the first auditor
  • Approve share certificates
  • Adopt common seal (if applicable)
  • Discuss compliance requirements

Minutes must be recorded as per Secretarial Standards.

Step 10: Issue Share Certificates & Update Statutory Registers

Companies must:

  • Issue share certificates within 60 days
  • Maintain registers:
    • Register of Members
    • Register of Directors & KMP
    • Register of Share Certificates

These records are compulsory under the Companies Act.

Step 11: Complete Post-Incorporation Compliances

A Public Company must adhere to additional compliance obligations such as:

  • Appointment of independent directors (when applicable)
  • Filing annual returns (Form MGT-7)
  • Financial statements (Form AOC-4)
  • Regular board & shareholder meetings
  • Event-based ROC filings (like PAS-3, DIR-12, MGT-14, etc.)

Maintaining compliance ensures good corporate governance and avoids penalties.

Conclusion

Forming a Public Limited Company is a structured and compliance-driven process that enhances the company’s credibility, fundraising ability, and legal standing. By following the step-by-step procedure—from DSCs and name approval to incorporation and post-compliance—entrepreneurs can confidently establish a strong corporate entity.

The information provided in this blog is for general informational and educational purposes only and should not be construed as legal, tax, or professional advice. While every effort has been made to ensure accuracy and compliance with the applicable provisions of the Companies Act, 2013 and related rules, laws and regulations may change over time and interpretations may vary based on specific facts and circumstances

All services are subject to applicable laws, rules, and government approvals prevailing at the time of execution.

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