## Section 7 – Incorporation of Company
### Step 1: Documents to be filed with RoC (with SPICe+ Form INC-32)
File with the Registrar within whose jurisdiction the Registered Office (RO) is proposed to be situated:
| Document | Particulars |
|---|---|
| MoA (eMoA — INC-33) and AoA (eAoA — INC-34) | Duly signed by subscribers |
| Declaration (INC-8) | By Advocate/CA/CS/Cost Accountant in practice engaged in formation AND by a person named in AoA as director/manager/secretary — confirming compliance with the Act |
| Address for correspondence | Until RO is established |
| Particulars of subscribers | Name, residential address, nationality, proof of identity |
| Particulars of first directors | Name, DIN, residential address, nationality, proof of identity + interest in other firms/body corporates + consent in DIR-2 + filing in DIR-12 |
| Declaration in INC-9 (from each subscriber and first director) | (a) Not convicted of offence re: promotion/formation/management of any company; (b) Not found guilty of fraud/misfeasance/breach of duty in last 5 years; (c) All documents filed with RoC contain correct, complete and true information |
### Additional points
- All documents are filed along with SPICe+ (INC-32) — Simplified Proforma for Incorporating a Company Electronically — mandatory for ALL companies.
- For an OPC, written consent of the nominee must also be attached.
- If the company's objects need prior approval from a sectoral regulator (e.g., RBI, SEBI), such approval must be obtained and attached.
- For a Nidhi Company, declaration under Section 406 from the Central Government must be obtained.
### Step 2: Signing of MoA/AoA (Rule 13)
| Subscriber type | Manner of signature/authentication |
|---|---|
| Individual | Add name, address, description, occupation; sign in presence of at least 1 witness who also attests with same details |
| Illiterate | Thumb impression/mark affixed; a writer to write his name near the mark, authenticate with signature, state shares taken |
| Body Corporate | Signed by director/officer/employee authorised by Board Resolution; the authorised person cannot himself be a subscriber |
| LLP | Signed by a partner authorised by resolution of all partners; authorised person cannot himself be a subscriber |
| Foreign national (residing abroad) | Signature, address and ID proof must be notarized by Notary Public |
| Foreign national (visiting India) | Allowed if holding a valid Business Visa. Business Visa is N.A. to PIO/OCI |
### Step 3: Certificate of Incorporation (CoI)
RoC issues CoI in Form INC-11 based on documents submitted.
### Step 4: Allotment of Corporate Identity Number (CIN)
RoC allots a unique CIN, included in the CoI.
#### Decoding CIN — example: Infosys Ltd → L85110KA1981PLC013115
| Segment | Meaning | Example |
|---|---|---|
| L | Status (L=Listed; U=Unlisted) | L |
| 85110 | Industry code | 85110 |
| KA | State of incorporation | KA (Karnataka) |
| 1981 | Year of incorporation | 1981 |
| PLC | Company type (PLC/Pvt/NPL) | PLC |
| 013115 | Registration number with RoC | 013115 |
### Step 5: Preservation of documents
Company must maintain at its RO copies of all documents originally filed under Section 7(1) till dissolution.
### Penalty for furnishing false information
- Any person who furnishes false/incorrect particulars or suppresses material information → liable under Section 447 (fraud).
### Consequences of post-incorporation discovery of fraud
If, after incorporation, it is proved the company was incorporated by furnishing false info or by fraudulent action:
- (a) Promoters, first directors and persons making declaration liable under Section 447
- (b) Tribunal (NCLT), on application, may pass [Mnemonic: MR. LOW]:
- M — Regulate Management of the company (changes in MoA/AoA)
- L — Direct Liability of members to be unlimited
- R — Remove name of company from register
- W — Winding up of the company
- O — Pass such Other orders as it deems fit
Before making such orders, the company must be given a reasonable Opportunity Of Being Heard (OOBH) and NCLT shall take into account transactions entered into by the company.