Incorporation of Company | Section 7 | Companies Act 2013

Analysis of Incorporation of Company under Section 7 of Companies Act 2013 read with Companies (Incorporation) Rules, 2014

An application for registration of a company shall be filed, with the Registrar in SPICe+ (Simplified Proforma for Incorporating company Electronically Plus: INC-32)]

Provided that in case  the objects of a company requires  approval from regulators such as the Reserve Bank of India, the Securities and Exchange Board, shall be obtained by the proposed company before pursuing such objects and a declaration in this behalf shall be submitted at the stage of incorporation of the company

♦ The Memorandum and Articles of Association of the company shall be signed in the following manner, namely (Rule 13 of Companies (Incorporation) Rules, 2014) –

• The memorandum and articles of association of the company shall be signed by each subscriber to the memorandum, who shall add his name, address, description and occupation, if any, in the presence of at least one witness who shall attest the signature and shall likewise sign and add his name, address, description and occupation,
• Where a subscriber to the memorandum is illiterate, he shall affix his thumb impression
• Where the subscriber to the memorandum is a body corporate, the memorandum and articles of association shall be signed by director, officer or employee of the body corporate duly authorized in this behalf by a resolution of the board of directors of the body corporate and where the subscriber is a Limited Liability Partnership, it shall be signed by a partner of the Limited Liability Partnership, duly authorized by a resolution approved by all the partners of the Limited Liability Partnership:
• Where subscriber to the memorandum is a foreign national residing outside India-

In a country in any part of the Commonwealth, his signatures and address on the memorandum and articles of association and proof of identity shall be notarized by a Notary (Public) in that part of the Commonwealth.

In a country which is a party to the Hague Apostille Convention, 1961, his signatures and address on the memorandum and articles of association and proof of identity shall be notarized before the Notary (Public) of the country of his origin and be duly apostillised in accordance with the said Hague Convention.

In a country outside the Commonwealth and which is not a party to the Hague Apostille Convention, 1961, his signatures and address on the memorandum and articles of association and proof of identity, shall be notarized before the Notary (Public) of such country and the certificate of the Notary (Public) shall be authenticated by a Diplomatic or Consular Officer

APOSTILL Means -In order for the same document to be used in foreign contexts (including foreign consulates within in US), a secondary level of certification called an apostille is often required.

• Visited in India and intended to incorporate a company, in such case the incorporation shall be allowed if, he/she is having a valid Business Visa.

Explanation.- , it is hereby clarified that, in case of Person is of Indian Origin or Overseas Citizen of India,requirement of business Visa shall not be applicable.

♦ The Declaration in Form No. INC-8 by an advocate, a Chartered Accountant, Cost Accountant Or Company Secretary In Practice , who is engaged in the formation of the company, and by a person named in the articles as a Director, Manager or Secretary of the company

♦ A Declaration from each of the subscribers to the Memorandum and from persons named as the first directors, that he is not convicted of any offence in connection with the promotion, formation or management of any company.

♦ The address for correspondence till its registered office is established. Particulars of every subscriber to be filed with the registrar at the time of incorporation.

The following particulars of every subscriber to the memorandum shall be filed with the Registrar-

(a) Name (including surname or family name) and recent Photograph affixed and scan with MOA and AOA:

(b) Father’s/Mother’s/ name:

(c) Nationality:

(d) Date of Birth:

(e) Place of Birth (District and State):

(f) Educational qualification:

(g) Occupation:

(h) Income-tax permanent account number:

(i) Permanent residential address and also Present address

(j) Email id of Subscriber;

(k) Phone No. of Subscriber;

(m) Proof of Identity:

For Indian Nationals:

PAN Card ( mandatory) and any one of the following

• Voter’s identity card
• Passport copy
• Driving License copy
• Unique Identification Number (UIN)

For Foreign Nationals and Non Resident Indians 

• Passport

Provided that Bank statement Electricity bill, Telephone or Mobile bill shall not be more than two months old;

(o) Proof of nationality in case the subscriber is a foreign national.

(p) If the subscriber is already a director or promoter of a company(s), the particulars relating to-

(i) Name of the company;

(ii) Corporate Identity Number;

(iii) Whether interested as a director or promoter;

(2) Where the Subscriber To The Memorandum Is A Body Corporate, then the following particulars shall be filed with the Registrar- 

(a) Corporate Identity Number of the Company or Registration number of the body corporate, if any

(b) GLN, if any;

(c) the name of the body corporate

(d) the registered office address or principal place of business;

(e) E-mail Id;

(f) if the body corporate is a company, certified true copy of the board resolution specifying authorization to subscribe to the memorandum of association of the proposed company and to make investment in the proposed company, the number of shares proposed to be subscribed by the body corporate, and the name, address and designation of the person authorized to subscribe to the Memorandum;

♦ The particulars of first directors of the company and his interest in other firms or bodies corporate along with his consent to act as director of the company shall be filed in Form No.DIR-12.

♦ The Registrar after satisfying on the basis of documents and information filed issue a certificate of incorporation in Form No INC-11 and the Certificate of Incorporation shall mention permanent account number of the company.