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Chapters30

Section 7Chapter 2

Incorporation of company

(1)

There shall be filed with the Registrar within whose jurisdiction the registered office of a Company is proposed to be situated, the following documents and information for registration, namely:—

(a)

the memorandum and articles of the company duly signed by all the subscribers to the memorandum in such manner as may be prescribed;

(b)

a declaration in the prescribed form 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, that all the requirements of this Act and the rules made thereunder in respect of registration and matters precedent or incidental thereto have been complied with;

(c)

an affidavit a declaration from each of the subscribers to the memorandum and from persons named as the first directors, if any, in the articles that he is not convicted of any offence in connection with the promotion, formation or management of any company, or that he has not been found guilty of any fraud or misfeasance or of any breach of duty to any company under this Act or any previous company law during the preceding five years and that all the document filed with the Registrar for registration of the company contain information that is correct and complete and true to the best of his knowledge and belief;

(d)

the address for correspondence till its registered office is established;

(e)

the particulars of name, including surname or family name, residential address, nationality and such other particulars of every subscriber to the memorandum along with proof of identity, as may be prescribed, and in the case of a subscriber being a body corporate, such particulars as may be prescribed;

(f)

the particulars of the persons mentioned in the articles as the first directors of the company, their names, including surnames or family names, the Director Identification Number, residential address, nationality and such other particulars including proof of identity as may be prescribed; and

(g)

the particulars of the interests of the persons mentioned in the articles as the first directors of the company in other firms or bodies corporate along with their consent to act as directors; of the company in such form and manner as may be prescribed.

(2)

The Registrar on the basis of documents and information filed under sub-section (1) shall register all the documents and information referred to in that sub-section in the register and issue a certificate of incorporation in the prescribed form to the effect that the proposed company is incorporated under this Act.

(3)

On and from the date mentioned in the certificate of incorporation issued under sub-section (2), the Registrar shall allot to the company a corporate identity number, which shall be a distinct identity for the company and which shall also be included in the certificate.

(4)

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.

(5)

If any person furnishes any false or incorrect particulars of any information or suppresses any material information, of which he is aware in any of the documents filed with the Registrar in relation to the registration of a company, he shall be liable for action under section 447.

(6)

Without prejudice to the provisions of sub-section (5) where, at any time after the incorporation of a company, it is proved that the company has been got incorporated by furnishing any false or incorrect information or representation or by suppressing any material fact or information in any of the documents or declaration filed or made for incorporating such company, or by any fraudulent action, the promoters , the persons named as the first directors of the company and the persons making declaration under clause ( b ) of sub-section (1) shall each be liable for action under section 447.

(7)

Without prejudice to the provisions of sub-section (6), where a company has been got incorporated by furnishing any false or incorrect information or representation or by suppressing any material fact or information in any of the documents or declaration filed or made for incorporating such company or by any fraudulent action, the Tribunal may, on an application made to it, on being satisfied that the situation so warrants,—

(a)

pass such orders, as it may think fit, for regulation of the management of the company including changes, if any, in its memorandum and articles, in public interest or in the interest of the company and its members and creditors; or

(b)

direct that liability of the members shall be unlimited; or

(c)

direct removal of the name of the company from the register of companies ; (Effective from 15-12-2016) or

(d)

pass an order for the winding up of the company; (Effective from 15-12-2016) or

(e)

pass such other orders as it may deem fit:

Proviso

Provided that before making any order under this sub-section,—

(i)

the company shall be given a reasonable opportunity of being heard in the matter; and

(ii)

the Tribunal shall take into consideration the transactions entered into by the company, including the obligations, if any, contracted or payment of any liability. (Notified on 01.06.2016)

Notes, amendments & references (17)

The Central registration center shall exercise functional jurisdiction of processing and disposal of all e-forms and related matters pertaining to registration of companies, vide notification S.O.1211(E) dated 23 March, 2016. To view the notification, Click Here

Refer rule 12, 36 of The Companies (Incorporation) Rules, 2014 and Rule 38 of The Companies (Incorporation) fourth Amendment Rules, 2016. To view the rule, Click Here

Refer rule 13 of The Companies (Incorporation) Rules, 2014. To view the rule, Click Here

Refer rule 14 & Form No.INC-8 of The Companies (Incorporation) Rules, 2014. To view the rule, Click Here

affidavit Refer rule 15 & Form No.INC-9 of The Companies (Incorporation) Rules, 2014. To view the rule, Click Here

Form INC-9 amended w.e.f. 23-02-2020. To view the notification Click Here .

To view the Return Click Here

1. Substituted vide Companies (Amendment) Act, 2017 dated 03.01.2018, effective from 27.07.2018. To view the notification, Click Here

2. Substituted vide Companies (Incorporation) Second Amendment Rules, 2022. To view the notification, Click Here

(ii) any other body corporate (not being a company as defined in this Act), which the Central Government may, by notification, specify in this behalf

Refer rule 16 & Form No.INC-10 of The Companies (Incorporation) Rules, 2014. To view the rule, Click Here

Refer Form No.DIR-2 . To view the return, Click Here

Refer rule 17 of The Companies (Incorporation) Rules, 2014 & Form No.DIR-12 . To view the rule, Click Here

Refer rule 18 & Form No.INC-11 of The Companies (Incorporation) Rules, 2014. To view the rule, Click Here

Refer Rule 66 National Company Law Tribunal Rules, 2016. To view the rule, Click Here

To view the notification, Click Here

vide notification S.O 1934(E). To view the notification, Click Here