Oct 16, 2017
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Incorporation Certificate under The Companies Act, 2013 

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This Article contains the procedure for Incorporation Certificate under Companies Act, 2013 with detailed documentation required. Once a company legally established, it becomes a distinct entity from those who invest their capital and labor to run the company.

Incorporation Certificate

An Incorporation Certificate, a legal document issued by the Ministry of Corporate Affairs (MCA) once a company however successfully registered. An Incorporation Certificate considered a proof that the company is now registered with the Registrar of Companies.

Incorporation Certificate specifies the date from which the company has deemed officially registered. The company can then commence its business. Unlike sole proprietorship registration of private companies are mandatory. It is the duty of the promoter to apply for Incorporation Certificate.

The Certificate of Incorporation is conclusive evidence that everything is in order as regards registration and that the company has come into existence from the earliest moment of the day of incorporation stated therein with rights and liabilities of a natural person, competent to enter into contracts.  The validity of the registration cannot thus question after the issue of the certificate.

It is for the purpose of incorporation only that the certificate was made conclusive by the legislature and the certificate cannot legalise the illegal object contained in the Memorandum. Where the object of a company deem unlawful, it has held that the certificate of registration considered not conclusive for this purpose.

How do I get Incorporation Certificate for company in India?

The procedure for obtaining Incorporation Certificate as follows:-

Director Identification Number (DIN) for incorporation of company

DIN required before commencing the incorporation of the company. Every individual thus appointed as director of a company shall make an application for allotment of Director Identification Number in form DIR-3 to the Central Government with such fees as may prescribe. It is however mandatory for the directors to apply for the DIN.

Name for proposed incorporation of company

An application for the reservation of a name shall be made in Form No. INC.1 along with the fee as provided in the Companies (Registration offices and fees) Rules, 2014 which may be approved or rejected, as the case may be, by the Registrar, Central Registration Center. In selection of Company name should thus in accordance with name guidelines given in Rule-8 of Companies (Incorporation) Rules, 2014. After approval of name by registrar of companies, the ROC will issue a Name availability letter with respect to approval for availability of name for a proposed company.

Preparation of the Memorandum of Association (MOA) and Articles of Association (AOA) for incorporation of company

These two documents contain the rules and regulations of the incorporation of company and thus prepared with. Drafting of the MOA and AOA is subsequent step after the acceptance of name given by the Registrar. The main objects of MOA & AOA should match with the objects shown in e-Form INC. 1. Memorandum of Association shall be in the respective form as prescribed in Tables A, B, C, D and E in schedule 1 and Article of Association in F, G, H, I and J in schedule 1.

Private Limited Company

After approval of the name, following documents along with the application and prescribed fees, should file with the Registrar:
  • Memorandum of Association
  • Articles of Association, if any
  • Declaration from Directors
  • Affidavits of the Directors
  • A declaration that the requirements of the Act and the rules framed there under have thus compile with. This declaration thus should signed by an advocate of the Supreme Court or High Court or an attorney or a pleader having the right to appear before High Court or a secretary or a Chartered Accountant in whole time practice in India who also engaged in the formation of a company or by a person named in the Articles as a Director, Manager or Secretary of the Company.

Besides the aforementioned documents, the company must give a notice regarding the situation of its registered office within 15 days of registration or during filing of incorporation documents.

Upon the registration of the documents and the payment of the necessary fees, the Registrar of Companies would issue a certificate that the company hence incorporated. From the date of incorporation mentioned in the certificate, the company becomes a legal person separate from the other members.
 
Note-When any change in the name of a company, the Registrar shall enter the new name in the register of companies in place of the old name and issue a fresh certificate of incorporation with the new name and such change in the name shall be complete and effective only on the issue of such a certificate.
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Article Categories:
The Companies Act, 2013

Avani is a LL.B. student of New Law College. Classical use of language and adeptness with the written word make her treasure useful legal information. In her spare time, she writes prose and pursue an active interest in creative writing.

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