Companies Act, 2013 - Incorporation
Section 7 of the Companies Act, 2013: Incorporation of a Company
Meaning and scope of Section 7
Section 7 of the Companies Act, 2013 deals with the legal requirements for incorporating a company in India. The provision identifies the incorporation documents and declarations to be filed with the Registrar of Companies, explains the legal effect of registration, and imposes responsibility for the accuracy and completeness of information filed for incorporation.
For practical filing, company incorporation is carried out through the Ministry of Corporate Affairs electronic incorporation system. The integrated SPICe+ (INC-32) service is used with the applicable linked forms and documents, including electronic memorandum and articles where applicable.
Documents and information required under Section 7(1)
Section 7(1) requires prescribed incorporation information and documents to be filed with the Registrar. In substance, these include:
- the memorandum of association and articles of association, duly subscribed in the prescribed manner;
- the prescribed professional and managerial/directorial declaration regarding compliance with the Act and the rules;
- the declaration from subscribers and first directors concerning specified convictions, fraud, misfeasance, breach of duty and the truth and completeness of incorporation filings;
- the correspondence address until the registered office is established;
- prescribed particulars and identity proof of subscribers;
- prescribed particulars, DIN and identity details of the first directors; and
- particulars of the first directors' interests in other firms or bodies corporate together with their consent to act as directors.
How to incorporate a company: current MCA filing process
- Choose the proposed company structure. Determine whether the entity is to be a private company, public company, One Person Company, Section 8 company or another permitted category.
- Apply for name reservation. Use the applicable SPICe+ Part A facility and ensure that the proposed name complies with the Companies Act, the Companies (Incorporation) Rules and applicable name/trademark restrictions.
- Complete SPICe+ Part B. Provide the incorporation, capital, registered office, subscriber and director information required by the MCA system.
- Prepare linked incorporation documents. Depending on the case, these may include e-MOA, e-AOA, INC-9 and AGILE-PRO-S, together with supporting identity, address, registered office and consent documents.
- Authenticate and file. Complete the required digital authentication and professional certification, pay the applicable fees and stamp duty, and submit the forms through the MCA portal.
- ROC examination and incorporation. If the Registrar is satisfied with the filing, the incorporation documents are registered and a certificate of incorporation is issued. The company receives its CIN from the date stated in the certificate.
The exact forms, attachments, authentication requirements and fees can vary with the type of company, subscribers, directors, registered office arrangements and other facts. The current MCA portal and instruction kits should therefore be checked before filing.
Certificate of incorporation and Corporate Identity Number
Under Section 7(2), the Registrar registers the documents and information filed under Section 7(1) and issues the prescribed certificate of incorporation. Under Section 7(3), from the date stated in that certificate, the Registrar allots a Corporate Identity Number (CIN), which serves as the company's distinct corporate identity and is included in the certificate.
Section 7(4) further requires the company to maintain and preserve at its registered office copies of the documents and information originally filed under Section 7(1) until dissolution of the company.
False information, fraudulent incorporation and Section 447
Section 7(5) makes a person liable for action under Section 447 of the Companies Act, 2013 if the person knowingly furnishes false or incorrect particulars or suppresses material information in incorporation documents.
Section 7(6) extends the consequence where a company is shown to have been incorporated through false or incorrect information, suppression of material facts or fraudulent action. The provision identifies promoters, first directors and persons making the declaration under Section 7(1)(b) as persons who may face action under Section 447.
Section 7(7) also empowers the Tribunal, in an appropriate case of fraudulent incorporation, to regulate management, make members' liability unlimited, direct removal of the company's name, order winding up, or pass other suitable orders. The company must be given a reasonable opportunity of being heard, and the Tribunal must consider transactions and obligations already entered into by the company.
Section 7 - statutory provisions on incorporation of company
(1) There shall be filed with the Registrar within whose jurisdiction the registered office of a company is proposed to be situated the prescribed documents and information for registration, including the memorandum and articles, required declarations, correspondence address, subscriber particulars, first-director particulars and disclosures of interests together with consent to act as director.
(2) The Registrar, on the basis of the documents and information filed under sub-section (1), shall register them and issue a certificate of incorporation in the prescribed form.
(3) From the date mentioned in the certificate of incorporation, the Registrar shall allot a Corporate Identity Number to the company, and the CIN shall be included in the certificate.
(4) The company shall maintain and preserve at its registered office copies of the documents and information originally filed under sub-section (1) until its dissolution.
(5) A person who furnishes false or incorrect particulars or suppresses material information in incorporation documents is liable for action under Section 447.
(6) Where incorporation is obtained by false or incorrect information or representation, suppression of a material fact or information, or fraudulent action, the promoters, first directors and persons making the declaration under Section 7(1)(b) are each liable for action under Section 447.
(7) In a case of fraudulent incorporation, the Tribunal may make appropriate orders including regulation of management, unlimited liability of members, removal of the company's name, winding up or other suitable orders, subject to reasonable opportunity of hearing and consideration of existing transactions and liabilities.
For the authoritative statutory wording and amendment history, refer to the official India Code text and MCA notifications.