# Procedure for Incorporation of a Company [Sec. 7]

The procedure has been simplified through the SPICe+ (INC-32) form — a single integrated form for incorporation.

## 1. Filing of Documents with the ROC

File SPICe+ (Form INC-32) with the ROC of the jurisdiction where the registered office is proposed, along with:

### a. MOA & AOA

Duly signed by all subscribers to the MOA.

### b. Declarations by Professional & Insider

A declaration by a person engaged in formation — Advocate / CA / CMA / CS in practice;
A declaration by a person named in AOA as director, manager or secretary;
Confirming compliance with the Act and all rules.

### c. Declaration regarding Share Capital & Registered Office

All subscribers have paid the value of shares agreed upon;
Verification of registered office has been filed.
This shall be done before commencement of business.

### d. Declaration by Subscribers & First Directors

Each must declare:

They are not convicted of any offence relating to promotion/management of any company;
They are not guilty of fraud, misfeasance or breach of duty in the last 5 years;
All documents filed contain correct, complete and true information to the best of knowledge & belief.

### e. Correspondence Address

Address for correspondence till the registered office is established.

### f. Subscriber Details

Name, photograph, parent's name, nationality, DOB/POB, education, occupation;
PAN, email, phone;
Proof of identity and residential address;
If subscriber is already a director/promoter elsewhere → details of those companies (name, CIN, role).

If a Body Corporate is a Subscriber, also submit:

Name, CIN/Registration No., Global Location Number (if any);
Registered office or principal place of business;
For companies: certified board resolution authorising subscription;
For LLPs/partnerships: certified resolution of all partners;
For foreign entities: certificate of incorporation + registered office address.

### g. First Directors Details

Name, DIN, nationality, residential address;
Identity proof and interests in other firms;
Consent to act as director in Form DIR-12.

### h. Special Declarations Where Required

If objects need approval from RBI / SEBI → declaration required;
For Nidhi companies → declaration under Sec. 406.

## 2. Issue of Certificate of Incorporation

ROC registers documents and issues a Certificate of Incorporation confirming registration under the Act.
The certificate may include the company's PAN (issued by the Income Tax Department) — integrated allotment.

## 3. Allotment of Corporate Identity Number (CIN)

From the date of incorporation, ROC allots a CIN — a unique identifier for the company.
The CIN is mentioned on the Certificate of Incorporation.

## 4. Maintenance of Documents

The company shall maintain and preserve copies of all documents and information originally filed at its registered office until its liquidation under the Act.

## 5. SPICe+ — Simplified Process

MCA's SPICe+ (Simplified Proforma for Incorporating Company Electronically Plus) is a single integrated web form combining:

Name reservation, incorporation, DIN allotment, PAN, TAN, GST, EPFO, ESIC, profession tax (where applicable), and bank account opening.

Worked example

### Example 1

Example 1 — Form to use: Three friends wish to incorporate a private company in Delhi. They must file SPICe+ (INC-32) with the ROC of Delhi, attaching MOA, AOA, declarations, subscriber details (PAN, ID, address proof), first director details with DIN and DIR-12, and a declaration by a CA/CS/CMA in practice.

### Example 2

Example 2 — Body corporate as subscriber: XYZ Ltd subscribes to the MOA of a new company. → A certified board resolution of XYZ Ltd authorising subscription must be filed along with XYZ Ltd's name, CIN and registered office address.

### Example 3

Example 3 — Conviction issue: A proposed first director was convicted 3 years ago of fraud in the management of another company. → He cannot sign the required declaration; he is disqualified from being a first director.

### Example 4

Example 4 — Sectoral approval: A new company's objects include banking activities. → A declaration regarding RBI approval must accompany the SPICe+ filing.

⚠️ Common exam mistakes

Filing with the wrong ROC — must be the ROC having jurisdiction over the proposed registered office.
Forgetting that the 5-year look-back for fraud/misfeasance applies to subscribers and first directors.
Treating SPICe+ and INC-7 as separate — SPICe+ is the integrated form.
Not filing DIR-12 for consent to act as director — it is a mandatory accompaniment.
Forgetting to maintain originally filed documents at the registered office till liquidation.

Bare-Act text Sec. 7 · Companies Act, 2013 · click to expand

Sec. 7(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...

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Procedure for Incorporation of a Company (Sec. 7)

Worked example

⚠️ Common exam mistakes