Intermediate · Paper 5 – Business Laws & Ethics · Companies Act, 2013 · 3:16
English
Transcript
The papers are ready. But how does a company actually come to life? Let's see incorporation under Section 7!
Hari and Nandini are registering Salem Solar Private Limited. They must file the documents with the Registrar of the State where its registered office will be.
Nandini: Hari, which documents do we need?
Under Section 7, sub section 1: first, the memorandum and articles, signed by all the subscribers. Second, a declaration by an advocate, a chartered accountant, a cost accountant, or a company secretary in practice, engaged in the formation, and by a director, manager or secretary named in the articles, that all the requirements are complied with.
Hari: A cost accountant too! So a CMA can help form a company!
Third, a declaration in Form I N C 9, from each subscriber and each first director: that he is not convicted of any offence in the promotion, formation or management of any company; that he was not found guilty of fraud, misfeasance or breach of duty in the last five years; and that all the documents are correct, complete and true.
Also file: an address for correspondence till the registered office is set up, the particulars and identity proof of every subscriber, the particulars of the first directors, and their consent to act as directors.
Under Rule 16, the promoter or first director self attests his signature and latest photograph in Form I N C 10. Under Rule 17, the first directors' particulars, with their Director Identification Number and consent, are filed in Form D I R 12.
Then, under Section 7, sub section 2, the Registrar registers the documents, and issues the certificate of incorporation in Form I N C 11. Under sub section 3, it allots the corporate identity number. And under sub section 4, the company preserves copies of all the documents at its registered office, till its dissolution.
Note: today, most of these forms are filed together through the SPICe Plus form. Check with your faculty.
Exam tip! List the documents under Section 7, sub section 1. And remember: Form I N C 9 for declarations, I N C 11 for the certificate, and D I R 12 for the first directors.
Let's recap. File with the Registrar of the State of the registered office. Memorandum and articles, a professional's declaration, and I N C 9 declarations. Then the certificate in I N C 11, and the C I N.
Now try the test in the MPA app. In the next video, we will learn what happens if a company is incorporated by fraud, and the binding effect of the memorandum and articles.