- Chapter II: Incorporation of Company and Matters Incidental Thereto (Sections 3-22)
- Defines the process for forming a company (public, private, one person company etc.)
- Specifies requirements for Memorandum of Association (MoA) and Articles of Association (AoA) which outline the company’s purpose, structure, and internal governance.
- Deals with registration procedures, including filing applications with the Registrar of Companies (ROC).
- Chapter III: Prospectus and Allotment of Securities (Sections 23-67)
- Regulates public offers of securities (shares) by companies. (Not applicable for all company types)
- Chapter VII: Management and Administration (Sections 131-210)
- Lays down provisions for appointment and duties of directors, company secretary, and other key managerial personnel.
Rules (Complimentary to the Act):
- Companies Incorporation Rules, 2014:
- Prescribe the forms to be used for company incorporation (e.g., INC-7, INC-29).
- Specify the documents required to be attached with the incorporation forms.
- Define the procedure for filing and processing of incorporation applications.
- Companies (Management of Government Company) Rules, 2014:
- Apply to government companies, outlining specific requirements for their incorporation and governance.
- Companies (Registration Office) Rules, 2014:
- Define the functioning and responsibilities of the Registrar of Companies (ROC) offices.
EXAMPLES
The Companies Act, 2013 (the Act) along with the Companies Incorporation Rules, 2014 (the Rules) govern the process of company incorporation in India. Here are some key provisions:
From the Companies Act, 2013:
- Chapter II: Incorporation of Company and Matters Incidental Thereto (Sections 3-22):
- Defines different company types (One Person Company, Private Company, Public Company etc.) and minimum member requirements for each. (Section 2)
- Explains the process of filing the Memorandum of Association (MoA) and Articles of Association (AoA) – documents outlining the company’s purpose, structure, and internal governance. (Sections 4-5)
- Specifies requirements for subscribers (initial members) and directors of the company. (Sections 6-7)
- Addresses the concept of Registered Office and its significance. (Section 12)
- Chapter III: Prospectus and Allotment of Securities (Sections 23-67):
- Deals with regulations for public offers of securities (shares) by companies. (Section 23)
From the Companies Incorporation Rules, 2014:
- Rule 2:Prescribes the forms to be used for incorporating different company types (e.g., INC-7 for OPC, INC-29 for others).
- Rule 3:Specifies the documents required to be attached with the incorporation forms, including MoA, AoA, identity proofs etc.
- Rule 6:Mandates the use of Digital Signature Certificates (DSC) for signing the e-forms by subscribers and directors.
- Rule 11:Defines the manner and timeframe for processing of incorporation applications by the Registrar of Companies (ROC).
Additionally:
- The Act emphasizes the concept of self-regulation, placing greater responsibility on companies for adherence to regulations.
- It promotes the use of electronic filing for incorporation purposes.
Note: This is not an exhaustive list, and it’s advisable to consult the Act and Rules for a comprehensive understanding of the incorporation process
CASE LAWS
From the Companies Act, 2013:
- Chapter II: Incorporation of Company and Matters Incidental Thereto (Sections 3-22)
- Section 3:Defines the process of forming a company.
- Sections 4 & 5:Specify the contents of the Memorandum of Association (MoA) and Articles of Association (AoA), which are fundamental documents outlining the company’s purpose, structure, and governance.
- Section 7:Deals with the incorporation process and issuance of a Certificate of Incorporation upon successful registration.
- Section 12:Mandates a registered office for the company to maintain communication and records.
- Other relevant sections cover aspects like types of companies (One Person Company, Private Company, Public Company etc.), minimum number of members and directors for each type, conversion of existing companies, and consequences of non-compliance.
From the Companies (Incorporation) Rules, 2014:
- Rule 2:Defines various forms used for company incorporation (e.g., INC-32 for simplified incorporation).
- Rule 6:Prescribes the manner and procedure for filing the incorporation application with the Registrar of Companies (ROC).
- Rule 7:Specifies the documents required to be attached with the application form, including MoA, AoA, declarations by directors, and proof of identity and address.
- Rule 11:Outlines the process for name approval of the proposed company.
- Rule 14:Deals with the issuance of the Certificate of Incorporation upon successful registration.
- Other relevant rules cover aspects like digital signatures, processing fees, rectification of errors in the application, and resubmission procedures.
Additional Points:
- The Ministry of Corporate Affairs (MCA) website provides detailed information on company incorporation procedures and relevant
- It’s advisable to consult a professional like a company secretary for guidance on choosing the right company structure, drafting MoA and AoA, and navigating the incorporation process.
FAQ QUESTION
- Chapter II: Incorporation of Company and Matters Incidental Thereto (Sections 3-22)
- Section 3:Defines the process of forming a company.
- Sections 4 & 5:Specify the contents of the Memorandum of Association (MoA) and Articles of Association (AoA), which are fundamental documents outlining the company’s purpose, structure, and governance.
- Section 7:Deals with the incorporation process and issuance of a Certificate of Incorporation upon successful registration.
- Section 12:Mandates a registered office for the company to maintain communication and records.
- Other relevant sections cover aspects like types of companies (One Person Company, Private Company, Public Company etc.), minimum number of members and directors for each type, conversion of existing companies, and consequences of non-compliance.
From the Companies (Incorporation) Rules, 2014:
- Rule 2:Defines various forms used for company incorporation (e.g., INC-32 for simplified incorporation).
- Rule 6:Prescribes the manner and procedure for filing the incorporation application with the Registrar of Companies (ROC).
- Rule 7:Specifies the documents required to be attached with the application form, including MoA, AoA, declarations by directors, and proof of identity and address.
- Rule 11:Outlines the process for name approval of the proposed company.
- Rule 14:Deals with the issuance of the Certificate of Incorporation upon successful registration.
- Other relevant rules cover aspects like digital signatures, processing fees, rectification of errors in the application, and resubmission procedures.
Additional Points:
- The Ministry of Corporate Affairs (MCA) provides detailed information on company incorporation procedures and relevant
- It’s advisable to consult a professional like a company secretary for guidance on choosing the right company structure, drafting MoA and AoA, and navigating the incorporation process.