Sections 367 and 368 of the Companies Act, 2013: Registration Certificate and Vesting of Property
Sections 367 and 368 form part of the statutory framework governing registration of companies under Part I of Chapter XXI of the Companies Act, 2013. Section 367 deals with the Registrar's certificate after the applicable registration requirements and fees are satisfied, while Section 368 provides for the vesting of the company's property on registration.
Section 367 - Certificate of Registration of Existing Companies
Meaning: Section 367 describes the legal consequence of completing the registration requirements under the relevant Chapter. Once those requirements are complied with and the applicable fee, if any, under Section 403 is paid, the Registrar certifies incorporation under the Companies Act, 2013. Where the company is limited, the certificate also records that status.
On compliance with the requirements of this Chapter with respect to registration, and on payment of such fees, if any, as are payable under section 403, the Registrar shall certify under his hand that the company applying for registration is incorporated as a company under this Act, and in the case of a limited company that it is limited and thereupon the company shall be so incorporated.
Key effect of Section 367
- The applicant must comply with the registration requirements applicable under the Chapter.
- Applicable fees under Section 403 must be paid.
- The Registrar issues the certificate confirming incorporation under the Companies Act, 2013.
- For a limited company, the certificate confirms that the company is limited.
- Upon certification, the entity stands incorporated as a company under the Act.
Section 368 - Vesting of Property on Registration
Meaning: Section 368 provides statutory continuity for property when an entity is registered under this Part. Property belonging to or vested in the company at the date of registration passes to and vests in the company as incorporated under the Companies Act, 2013.
All property, movable and immovable (including actionable claims), belonging to or vested in a company at the date of its registration in pursuance of this Part, shall, on such registration, pass to and vest in the company as incorporated under this Act for all the estate and interest of the company therein.
What property is covered?
The provision expressly covers movable property, immovable property and actionable claims. Its purpose is to ensure that the estate and interest held by the entity at the date of registration vest in the incorporated company by operation of the statute.
How Sections 367 and 368 Work Together
Section 367 addresses incorporation after statutory compliance and payment of applicable fees. Section 368 addresses a consequential effect of that registration: the company's existing property passes to and vests in the incorporated company. These provisions should be read with the preceding provisions governing eligibility and procedure for registration and the succeeding provisions dealing with liabilities, pending proceedings and other consequences of registration.
Official Legal Resources
For the authoritative statutory text and current subordinate legislation, refer to the Ministry of Corporate Affairs - Companies Act, 2013 and the India Code - Companies Act, 2013. Filing fees and procedural requirements should be checked against the current MCA rules and portal requirements before filing.
Disclaimer: This article is for general legal information. Statutory provisions, rules, forms and filing requirements may be amended. Verify the current official text and obtain professional advice for a specific transaction or proceeding.