Steps and Documents for Incorporation of a Company

# Incorporation of a Company — Procedure & Documents

Incorporation is the legal process by which a proposed entity acquires the status of a company under the Companies Act, 2013. Below is the end-to-end procedural map, followed by the documents to be filed with the Registrar of Companies (ROC).

## Sequence of Steps

Additional pre-commencement-of-business requirement: A declaration that all subscribers have paid the value of shares agreed to be taken by them, AND verification of the registered office, must be filed before commencement of business.

## Filing with the Registrar [Sub-section (1)]

The application for registration is filed with the ROC within whose jurisdiction the registered office is proposed to be situated, in SPICe+ (INC-32) along with the prescribed fee under the Companies (Registration Offices and Fees) Rules, 2014.

### Forms — Quick Reference

## Signing of MOA & AOA — Rule 13, Companies (Incorporation) Rules, 2014

Each subscriber must sign in the prescribed manner. Key rules:

• (a) Natural-person subscriber: Sign + add name, address, description, occupation; signature attested by at least one witness who also signs and adds his particulars.
• (b) Illiterate subscriber: Affix thumb impression/mark; the person writing for him places the subscriber's name against the mark, authenticates by his own signature, and writes the number of shares taken.
• (c) Body corporate subscriber: MOA/AOA signed by a director, officer or employee duly authorised by Board resolution.
• (d) LLP subscriber: Signed by a partner authorised by a resolution approved by all partners.
• In (c) & (d): The authorised signatory must NOT himself simultaneously be a subscriber.
• (e) Foreign-national subscriber residing outside India: Signatures, address and identity proof must be notarized by a Notary (Public); if resident in a country outside the Commonwealth AND not party to the Hague Apostille Convention, 1961, the Notary's certificate must be authenticated by a Diplomatic or Consular Officer.
• (f) Foreign national visiting India to incorporate: Allowed only if holding a valid Business Visa. Persons of Indian Origin (PIO) or Overseas Citizens of India (OCI) are exempted from the Business Visa requirement.

## Declarations to be Filed

### 1. Declaration of Compliance (Form INC-8) — by:

(a) an advocate, CA, CMA or CS in practice engaged in the formation; AND

(b) a person named as director, manager or secretary of the company.

Declaring that all requirements of the Act and Rules in respect of registration have been complied with.

### 2. Declaration by Subscribers & First Directors (Form INC-9)

Each subscriber to the MOA and each person named as first director declares that:

• All documents filed with the ROC contain information that is correct, complete and true to the best of his knowledge.
• He has NOT been convicted of any offence in connection with promotion, formation or management of any company.
• He has NOT been found guilty of fraud, misfeasance or any breach of duty to any company under the Act or any previous company law during the last five years.

### 3. Address for correspondence — Till the registered office is established.

### 4. Particulars of First Directors (Form DIR-12) — Name, DIN, residential address, nationality and other particulars including proof of identity; plus consent in Form DIR-2 and interest in other firms/bodies corporate.

### 5. Particulars of Every Subscriber — Includes:

• Name + recent photograph
• Father's/Mother's name
• Nationality and proof if foreign national
• Date and place of birth (District and State)
• Educational qualification, Occupation
• PAN, email, phone
• Permanent residential address & present address
• Residential proof — Bank Statement / Electricity Bill / Telephone or Mobile Bill (not more than 2 months old)
• Identity proof — Voter ID, Passport, Driving Licence or UID (for Indians); Passport only (for foreign nationals and NRIs)
• If already a director/promoter elsewhere — name of that company, CIN, and capacity

### 6. Body Corporate Subscriber — Additional particulars:

• Name & CIN/registration number
• GLN (if any)
• Registered office / principal place of business
• Email ID
• Company subscriber: Certified true copy of Board resolution authorising subscription
• LLP/Firm subscriber: Certified true copy of resolution approved by all partners
• Foreign body corporate: Certified copy of certificate of incorporation + registered office address

## Sectoral Approval — Rule 12, Companies (Incorporation) Rules, 2014

If any of the company's objects require registration or approval from a sectoral regulator (e.g., RBI, SEBI), such approval must be obtained before pursuing those objects, and a declaration to this effect must be submitted at incorporation.

For a company being incorporated as a Nidhi, the CG declaration under Section 406 must be obtained before commencing business, and a declaration to this effect submitted at incorporation.

## Issue of Certificate of Incorporation (CoI)

The Registrar, on the basis of documents and information filed:

1. Registers all documents and information in the register; AND

2. Issues a Certificate of Incorporation in Form INC-11 stating that the proposed company is incorporated under the Act.

Note: The CoI mentions the PAN of the company (where it is issued by the Income-tax Department, which is integrated with SPICe+).