Incorporation is the legal process used to form a corporate entity or company. A corporation is a separate legal entity from its owners, with its own rights and obligations. An application is made by promoters to the Registrar of Companies along with necessary documents and registration fees. The Registrar, after due scrutiny, issues the certificate of incorporation. The registration may be refused only in case of a major defect in the documents. The certificate of incorporation is a conclusive evidence of the legal existence of the company.
The application is to be filed with the Registrar of Companies of the state within which they plan to establish the registered office of the company. These may be briefly mentioned again:
- The Memorandum of Association duly stamped, signed and witnessed. In case of a public company, at least seven members must sign it. For a private company, however, the signatures of two members are sufficient.
- The Articles of Association duly stamped and witnessed as in case of the Memorandum. However, as stated earlier, a public company may adopt Table A, which is a model set of Articles, given in the Companies Act.
- Written consent of the proposed directors to act as directors and an undertaking to purchase qualification shares.
- The agreement, if any, with the proposed Managing Director, Manager or whole-time director.
- A copy of the Registrar’s letter approving the name of the company.
- A statutory declaration affirming that all legal requirements for registration have been complied with. This must be signed by an advocate of a High court or Supreme Court or a signatory to the Memorandum.
- A notice about the exact address of the registered office may also be submitted along with these documents. However, if the same is not submitted at the time of incorporation, it can be submitted within 30 days of the receipt of the certificate of incorporation.
- Documentary evidence of payment of registration fees.