Summary: The incorporation of a company under the Companies Act 2013 follows a structured process, starting with the application for the company name through the e-form RUN. Once the name is approved, an incorporation application must be filed in e-form SPICe+ (INC-32) with the Registrar of Companies (ROC), including necessary documents such as the Memorandum of Association (MOA), Articles of Association (AOA), and a compliance declaration by professionals. Subscribers and first directors must also submit declarations of non-conviction and provide personal details and consent. After reviewing the application, the ROC will issue a Certificate of Incorporation (INC-11), confirming the company’s registration and allotting a Corporate Identity Number (CIN). For certain sectors requiring regulatory approval (e.g., RBI, SEBI), a declaration must be submitted at the time of incorporation. The process is facilitated electronically via the MCA V3 Portal, and documents must be preserved at the company’s registered office as per the Act.
Incorporation of company is governed by provisions of section-7 of companies act 2013 read with rule-12 to 18 of companies (incorporation) rules 2014.
Process of incorporation of company would be as follows:
1. Firstly you have to apply for name of company in e-form RUN.
2. Then File incorporation application in e-form SPICe+(Simplified Proforma for Incorporating Company Electronically Plus: INC-32) along with prescribed fee to Registrar Of Companies (ROC) within whose jurisdiction registered office of company is proposed to be situated, along with following documents attached with the form:
a. Copy of Proposed Memorandum Of Association (MOA) and Articles of Association (AOA) duly signed by all subscribers as per Rule-13 of Co.(incorporation)rules 2014.
b. Compliance Declaration in Form No.INC-8 by Advocate/ PCA/ PCS/ or Practising Cost Accountant who is engaged in formation of company AND also by Manager/ MD/ CS of company, stating that provisions of companies act has been complied-with i.e. requirements met. (read rule-14)
c. Non-Conviction Declaration from subscribers to the memorandum and from first directors Form No.INC-9 that not convicted of offence in relation to formation of company or breach of duty during previous 5 years and all filings to ROC is true and correct.
d. General Address for communication till proposed Registered Office is registered.
e. Subscriber’s particulars (name, residence, nationality, etc.) and his identity proof.
f. Proposed Director’s particulars (name, residence, nationality, etc.) and his identity proof.
g. first directors of the company, state their interest in other company and their consent to act as directors in form-DIR-12.
3. ROC on receipt of application will examine the application and the document attached with it, then register them and after being satisfied that conditions to incorporate a company has been complied with, issue a certificate of incorporation in form INC-11 (read rule-18), to effect that proposed company is registered under CA-2013.
4. Further ROC shall allot corporate identity number (CIN), which shall be a distinct identity for the company and be included in the certificate.
Points to remember:
- Since SPICe+ is an electronic form, it will not be filed to ROC directly but filed electronically on MCA V3 Portal (also called front office of ROC).
- Rule-12 proviso-1: for pursuing any object that requires registration or approval from sectoral regulators such RBI, SEBI, CCI, IRDA, TRAI, etc. Then approval from such regulator shall be obtained and a declaration shall be submitted at the stage of incorporation of the company.
- u/s-7(4) provides that “The company shall maintain and preserve at its registered office copies of all documents and information as originally filed under sub-section (1) till its dissolution under this Act.”
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