How to Register a Public Limited Company?

A Public Limited Company is a separate legal business entity having limited liability. The securities of a Public limited company are traded on a stock exchange. In order to register as a Public Limited Company, the company must have a minimum of 3 Directors and 7 Shareholders. And should also have Rs 5 Lakhs as Paid-up Capital.

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Procedure to register a Public Limited Company

Follow the steps to register a Public Limited Company:

  1. Obtain a DSC of the proposed Directors of the Public Limited Company

    Obtain DSC of at least one director to sign the E-forms related to incorporation.

  2. Once a DSC is received. File Form DIR-3 with the ROC for getting a DIN if the directors does not possess DIN.

    For DIN application you will require Identity Proof and Address Proof. Every Director proposed to be appointed in the company should hold a valid DIN.

  3. Visit MCA website for name reservation/ availability.

    Click on RUN (Reserve Unique Name) under MCA Services on the MCA website.

  4. It will take you to another Portal. Now login using your MCA credentials.

    Under entity type select Public Limited Company.
    You don’t need to add CIN since it for existing registered companies.
    Enter the proposed name make sure it is not similar to the existing name.

  5. Fill in the required information.

    Click on the Auto check.
    Further, if the name matches an entry in the database, it will show an error. Once the proposed name is error-free, you need to pay a minimum amount of Rs. 1000 run the similarity test and to reserve the name.

  6. If the proposed name is approved by the Ministry. You will receive a notification about the same on your registered email address.

    Download all the forms of incorporation on MCA Website.

  7. File Form INC-12 also known as SPICe form.

    For application of licence for Public Limited Company.

  8. File SPICe MOA and SPICe AOA.

    Upload these form on MCA Website.

Documents for Incorporation

  • PAN number of all the shareholders and directors
  • Proof of identity of all shareholders and directors.
  • Proof of Address of all directors and shareholders.
  • Utility bill of the proposed registered office of the company.
  • NOC from the landlord if the office premises are on lease or rent.
  • DSC of Directors.
  • DIN of all directors.
  • Memorandum of Association (MOA).
  • Articles of Association (AOA),

FAQs

Can a salaried person become director of company ?

Yes, there is no legal hurdle. However employment agreement may have some restriction.

What are the primary requirements for a public limited company?

Following are the primary requirements of Public Company:
– The minimum number of shareholders must be 7.
– File accounts within 6 months of the year-end.
– The minimum Paid-up share capital must be Rs. 5 lakhs.
– The minimum number of Directors is 3.

Can an NRI/Foreign National be a director in Public Limited Company? and If Yes, then what are the conditions for the same?

Yes, an NRI or Foreign National can also be a shareholder or director in a Public Limited Company of India. However, for becoming a director, such a person must possess the DIN issued by MCA.

MCA Portal : Verify DIN, PAN Details of Director

MCA has made it mandatory for the director to verify their PAN and DIN Details.

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Check PAN (Permanent Account Number) details online using PAN, Name, Date of Birth and Status of the PAN holder.
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All existing Directors are expected to provide or update their details as per Income tax PAN Database with the DIN database. And make sure that there is no mismatch in PAN and DIN details. This service can be used to verify the details of Director as per DIN database with PAN database.

Steps to Verify DIN-PAN Details of Director

  1. Go to the MCA Portal.

    Access the mca.gov.in. Click on MCA Services > DIN Services > Verify DIN PAN Details of Director

  2. Enter DIN/ DPIN of a director and click Submit.

    In the DIN Services, enter the DIN/DPIN on the box below Verify DIN/DPIN-PAN Details of Director/Designated Partner.

  3. Enter PAN of a director and click on Submit.

    Name of a director will be displayed as per DIN Database.

The following error will be shown if there is a discrepancy in the DIN and PAN details.

FAQs

How to solve discrepancy in DIN-PAN details?

The user will be shown the details as per PAN database when DIN details are not matching with PAN database, Only those fields which are not matching. You can file DIR-6 and update the Income Tax PAN details to solve the discrepancy.

How to solve no PAN exist against the entered DIN error?

This usually happens in DIN allotted before the implementation of DIR-3 form. You can file DIR-6 form and update the PAN details.

How to activate DIN if it has been deactivated due to non-filing of DIR-3 KYC?

You need to file DIR-3 KYC with penalties and once it will be processed by MCA. Your DIN status will be active again.

How can I know the status of my DIN applied through DIR-3?

How can I know the status of my DIN applied through DIR-3?

MCA Portal: How to Update DSC?

This service is broadly used when you loose already associated/ registered DSC before its expiry. You can use update DSC service and register new DSC. You can update DSC for any of the following roles of an individual:

  • Director,
  • Manager / Secretary,
  • Practising Professional,
  • Authorised Representative,
  • Nodal Officer – IEPF,
  • Deputy Nodal Officer – IEPF.

You can not use Update DSC service of MCA to register DSC. For first time registration of DSC, you need to use Associate DSC service of MCA Portal.

Steps to Update DSC on MCA Portal

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  1. Go to the MCA Portal

    Access the mca.gov.in. Then, click on MCA Services > DSC Services > Associate DSC

  2. Select the Role of an individual from the dropdown list.

    Select Director from the dropdown list if you are updating the director’s DSC

  3. Enter DIN/ PAN of an individual whose DSC you wish to update.

    Under Associate Director’s/Designated Partner’s/Authorized Representative DSC.

  4. Click on “Yes”

    Click on “Yes” to “You have already registered your DSC as a director against the entered DIN. Do you want to update your DSC?”

  5. Enter the required details and click on Next.

     Enter Email ID, select DSC Certificate, agree to the declaration and click on submit.

A confirmation message will be displayed upon successful submission.

FAQs

Can I use update DSC service, if my DSC has expired?

No. If your associated DSC has expired then you can use Associate DSC function to register new DSC.

Can I use update DSC Service for the business user who lost his registered DSC?

Yes. Business users are the directors, practising professionals and individuals associated with companies. Their login is always DSC Based. Hence they will have to first update their DSC to log in on MCA Portal.

How to update DSC in case of Bank Official/ Nodal Administrator/ External Agency User?

In the case of Bank Officials/ Nodal Administrator/ External Agency User following are the steps for updating DSC:

– Go to mca.gov.in,
– Click on MCA Services > DSC Services > Update DSC,
Enter User ID, Name and Email ID,
– Click on Submit,
– Click the Select Certificate button next to the New Digital Certificate field. Browse and select the new DSC.
– Click the Update button. A message indicating DSC Update will be shown.

MCA Portal : Enquire DIN Status

It is mandatory to obtain DIN (Director Identification Number) for every director of a company. DIR-3 or SPICe INC-32 can be used for making an application for DIN. The only director with approved DIN Status can act on behalf of a company. You can know the DIN Status through Enquire DIN Status on the MCA Portal.

Steps to Enquire DIN Status on the MCA Portal.

  1. Go to the MCA Portal

    Access the mca.gov.in. Click on MCA Services > DIN Services > Enquire DIN Status

  2. Enter the DIN of a director

    Enter the DIN of a director you wish to enquire and click on Submit.

  3. DIN Details will be shown

    Details such as Director’s name, DIN Status, Date of approval will be shown.

In the case of Deactivated DIN, the reason for deactivation will also be displayed.

FAQs

How can I know the status of my DIN applied through DIR-3?

You can know the status of your DIN using Enquire DIN Status service of MCA Portal.

How to activate DIN if it has been deactivated due to non-filing of DIR-3 KYC?

You need to file DIR-3 KYC with penalties and once it will be processed by MCA. Your DIN status will be active again.

What does director of ACTIVE non-compliant company mean?

It means you are also a director of a company who has not filed INC-22A form with MCA. In that case, you can ask the company to file INC-22A with a penalty to become active compliant again.

How to solve discrepancy in DIN-PAN details?

The user will be shown the details as per PAN database when DIN details are not matching with PAN database, Only those fields which are not matching. You can file DIR-6 and update the Income Tax PAN details to solve the discrepancy.

MCA Portal: How to Associate DSC?

MCA portal provides online services related to registration and filing of statutory documents for Indian company/ LLP. Digital Signature Certificate (DSC) is required for online filing of documents. Therefore it is important to first associate/ register DSC on MCA Portal. You can associate DSC for any of the following roles of an individual:

  • Director,
  • Manager / Secretary,
  • Practising Professional,
  • Authorised Representative,
  • Nodal Officer – IEPF,
  • Deputy Nodal Officer – IEPF.

In case you lose the registered DSC, you can also update the registered DSC on MCA Portal. For that, you need to use Update DSC service on MCA Portal.

Steps to Associate / Register DSC on MCA

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  1. Go to the MCA Portal

    Access the mca.gov.in. Click on MCA Services > DSC Services > Associate DSC

  2. Select the Role of an individual from the dropdown list.

    Select Director from the dropdown list if you are associating director’s DSC.

  3. Enter the required details of an individual.

    In the case of director add DIN/DPIN, First Name, Last Name and DOB of a director. Click on Next.

  4. Enter Email id and click on Select Certificate to browse DSC certificate.

    Click on the checkbox to agree to the declaration and click on Submit.

A confirmation message will be displayed upon successful submission.

FAQs

I have a provisional DIN. Can I register my DSC on MCA Portal?

No. Only those director with approved DIN can register DSC on MCA Portal.

Whether all the directors are required to register their DSC on the MCA Portal?

No. Only those directors who will be signing the eForms on behalf of the company are required to register DSC on the MCA portal.

Do I need to register my DSC multiple times for each company in which I am a director?

No. You only need to register your DSC one time.

Is PAN mandatory for DSC registration of a person other than the director?

Yes. PAN is mandatory for Manager, Secretary and Practising Professionals for DSC registration.

What is Form DIR-3 KYC on MCA?

KYC means Know Your Customer or Know Your Client. The Ministry of Corporate Affairs i.e. MCA introduced Form DIR-3 KYC to update the data of every existing director in its records on an annual basis. Thus, each director with a valid DIN and designated partner with a valid DPIN must file this form on a mandatory basis.

When is the Due Date to file Form DIR-3 KYC?

  • Financial Year 2018-19: 15/09/2018
  • Financial Year 2019-20 onwards: Every director who has been allotted DIN on or before the end of the financial year, and whose DIN status is ‘Approved’ is required to file Form DIR-3 KYC on MCA Portal on or before 30th April of the next financial year.
Due Date DIR-3 KYC
On or before 30th April of next financial year
Due Date DIR-3 KYC
On or before 30th April of next financial year

If the director or designated partner does not file Form DIR-3 KYC within the due date, MCA authority would mark the DIN or DPIN as ‘Deactivated’. Director can then file Form DIR-3 KYC on only on payment of fee of Rs. 5000.

What are the conditions for filing Form DIR-3 KYC?

Form DIR-3 KYC should be filed on MCA Portal in the following cases:

  • DIN or DPIN has been allotted on or before 31.03.2018
  • Status of the DIN or DPIN is ‘Approved’
  • Every director including disqualified directors must file Form DIR-3 KYC
  • Enter a unique mobile number and email address for every director. It would be verified by an OTP (One Time Password)
  • The director should sign the form using his DSC i.e. Digital Signature
  • A practising professional (CA/CMA/CS) should certify the form.
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What details are required to file Form DIR-3 KYC?

  • DIN i.e. Director Identification Number
    DPIN i.e. Designated Partner Identification Number
  • Name as per PAN database
  • Father’s Name as per PAN database
  • Date of Birth (DoB) as per the PAN database
  • PAN Number and Aadhaar Number if Citizen of India
  • Passport Number if not a Citizen of India
  • Personal Mobile number and Personal Email Address
  • Permanent residential address and Present residential address

FAQs

Do I need to file Form DIR-3 KYC if I am a Disqualified Director?

There are two conditions to file Form DIR-3 KYC:
a. MCA has allotted DIN / DPIN to the director
b. DIN / DPIN holds status as ‘Approved’
If both the above conditions are satisfied, even a disqualified director needs to file Form DIR-3 KYC

Which documents can I attach as address proofs to file Form DIR-3 KYC?

-Address proofs like passport, election (voter identity) card, ration card, driving license, electricity bill, telephone bill or aadhar can be attached
-Proof must be in the name of the applicant only
-Documents should not be older than 2 months in case of Indian applicant and 1 year in case of a foreign applicant

What happens if the eForm DIR-3 KYC is not filed within the due date specified?

The DIN holders who have not filed their DIR-3 KYC for FY 2018-19 yet, they can file it now, with a penalty of Rs 5,000 for reactivation of the DIN.

The original due date for filing of DIR-3 KYC for FY 2018-19 was 31 April 2019. MCA has extended the due date till 14th October 2019.

Process for Application of DIN/DPIN

Earlier, there was Form DIR-3 to make application for allotment of DIN (Director Identification Number) or DPIN (Designated Partner Identification Number). However, MCA (Ministry of Corporate Affairs) revised the rules for allotment of DIN / DPIN and incorporation of a company or LLP. Read about the process for the application of DIN or DPIN on MCA Portal.

As per the revised rules, here is a brief summary of the process for application of DIN or DPIN on MCA Portal:

Particulars Form Name Form Description
New Company SPICe Form for Incorporation of Company
New LLP Form FiLLiP Form for Incorporation of Limited Liability Partnership
Existing Company Form DIR-3 Application for allotment of DIN i.e. Director Identification Number before appointment in an existing company or LLP
Existing LLP Form DIR-3 Application for allotment of DIN i.e. Director Identification Number before appointment in an existing company or LLP

Notes:

  1. DPIN / DIN / DSC is not required to file an application for reservation of name under the RUN Service or RUN-LLP Service on MCA.
  2. A maximum of two designated partners can apply for an application for DPIN allotment under Form FiLLiP. However, there is no limit to the number of individual partners or body corporate partners.
  3. A maximum of seven subscribers can apply for application of DIN under Form SPICe.
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FAQs

What is the use of DIN?

DIN is a unique Director identification number allotted by the Central Government. DIN is allocated to any person intending to be a Director or an existing director of a company.

How much time does it take to get DIN?

DIN registration or getting DIN number takes about 2–3 working days.

Can a director be appointed without DIN?

As per section 152(3) of the Companies Act, 2013, No person shall be appointed as director of the Company unless he has allotted DIN under section 154 of the Act.

Documents for Application of DIN/DPIN

DPIN implies a Designated Partner Identification Number. If designated partners of proposed LLP do not hold valid DIN / DPIN, they can make an application for DPIN or DIN in Form FiLLiP for the incorporation of LLP. Read about the documents required for DIN / DPIN Application on MCA in this article.

DIN stands for Director Identification Number. If the promoter of the proposed company does not hold a valid DIN then they can make application for DIN in Form SPICe for the incorporation of Company. A maximum of seven subscribers can apply for DIN allotment under Form SPICe. Read about the documents required for DIN Application on MCA in this article.

It must be noted that under Form FiLLiP, a maximum of two designated partners can apply for DIN. In the case of individual partners or body corporate partners, there is no limit to apply for DIN.

Documents for DIN or DPIN Application

Following information and documents of each designated partner/ promoter are required to apply for allotment of DIN or DPIN:

  • PAN (Permanent Account Number)
  • Aadhar
  • Place of birth
  • Type of Occupation – Self employed / Professional / Homemaker / Student / Servicemen
  • Area of Occupation – Government / Teaching  / Others (specify)
  • Educational Qualification – select from the dropdown
  • Email ID
  • Duration of stay at the present residential address. Address of the previous residence if the duration of stay is less than a year
  • Identity Proof – Voters Identity Card / Passport / Driving License
  • Residential Proof – Bank Statement / Electricity Bill / Telephone Bill / Mobile Bill
  • The form of a contribution to LLP
  • Monetary Value of the contribution to LLP
  • Number of LLP(s) in which he/she is a Partner
  • Number of the Company(s) in which he/she is a Director

FAQs

Is PAN mandatory for new DIN Application?

PAN is a ten-digit unique alphanumeric number issued by the Income Tax Department. PAN is mandatory to obtain new DIN for all Indian Nationals. It is not mandatory for foreign nationals.

Does DIN number expire?

DIN numbers do not have an expiry date. No further compliance formalities are required for maintaining the validity of a DIN number.

Can a director be appointed without DIN?

As per section 152(3) of the Companies Act, 2013, No person shall be appointed as director of the Company unless he has allotted DIN under section 154 of the Act.