Tag Archives: Companies (Incorporation) Rules 2014 Company

ENTRENCHMENT OF ARTICLE


According to Section 5 of the Companies Act, 2013 the articles may contain provisions for entrenchment to the effect that specified provisions of the articles may be altered only if conditions or procedures as that are more restrictive than those applicable in the case of a special resolution, are met or complied with. We have discussed this provision earlier here.

An entrenched clause or entrenchment clause of a basic law or constitution is a provision which makes certain amendments either more difficult or impossible, i.e., inadmissible. It may require a form of supermajority, a referendum submitted to the people, or the consent of another party.

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DECLARATION BY PROFESSIONALS


Section 7 of the Companies Act, 2013 discusses incorporation of a company including a One Person Company. We have discussed this Section earlier here. Clause (b) of Section (1) of Section 7 requires a declaration in the prescribed form by an advocate, a chartered accountant, cost accountant or company secretary in practice, who is engaged in the formation of the company, and by a person named in the articles as a director, manager or secretary of the company, that all the requirements of this Act and the rules made thereunder in respect of registration and matters precedent or incidental thereto have been complied with.

Rule 14 of the Companies (Incorporation) Rules 2014 prescribe Form INC – 8 for this declaration.

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SIGNING OF MEMORANDUM AND ARTICLES


Section 7 of the Companies Act, 2013 discusses incorporation of a company including a One Person Company. We have discussed this Section earlier here. Clause (a) of Section (1) of Section 7 requires submitting the memorandum and articles of the company duly signed by all the subscribers to the memorandum in such manner as may be prescribed.

Rule 13 of the Companies (Incorporation) Rules 2014 prescribes this manner.

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PARTICULARS AND SPECIMEN SIGNATURE OF SUBSCRIBERS


Section 7 of the Companies Act, 2013 discusses incorporation of a company including a One Person Company. We have discussed this Section earlier here. Clause (e) of Section (1) of Section 7 require the particulars of name, including surname or family name, residential address, nationality and such other particulars of every subscriber to the memorandum along with proof of identity, as may be prescribed, and in the case of a subscriber being a body corporate, such particulars as may be prescribed.

Rule 16 of the Companies (Incorporation) Rules 2014 lists the particulars to be filed with the Registrar by the company under Section 7(1)(e).

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