Tag Archives: Incorporation of Company

Notarised- Apostilled Documents


What docuemnts should I notarize or apostilled for the purpose of incorporation of a company in India? This is one common question asked by a person with citizenship or resident outside India.

Firstly, we should know, who needs notarized and apostilled documents. The reply depends upon the country where the person presently residing. This is not based on citizenship but the resident status on the day of requirement. We need not go through his ordinary residentship status for tax laws or foreign exchange laws. If British citizen ordinary resident in England is present somewhere in China today, he will notarise and apostilled documents there if the need arises today else he will wait till his return to England, Once he reached England, his signature and notarization will be enough.

Rule 13(5) of the Companies (Incorporation) Rules 2014 gives specific exemption for Indian citizens (resident anywhere in the world) and all person resident in India (irrespective of citizenship status).

For a resident of British Commonwealth countries, No documents required to be apostilled. In their case, notarised documents are enough.

For resident outside British Commonwealth and signatory countries of Hague convention, notarised and apostilled documents are required.

Rule 13(5) of the Companies (Incorporation) Rules 2014 cast the following requirement:

(a) where a subscriber to the memorandum is a foreign national residing outside India but in a country which is a part of (British) Commonwealth, his signature and address on the memorandum and articles of association and proof of identity shall be notarized by a notary public in the country of his residence.

(b) where a subscriber to the memorandum is a foreign national residing outside India (and  British Commonwealth) but in a country which is a party to the Hague Apostille Convention, 1961, his signatures and address on the memorandum and articles of association and proof of identity shall be notarized before the Notary (Public) of the country of his origin and be duly apostilled in accordance with the said Hague Convention.

(c) where a subscriber to the memorandum is a foreign national residing outside India and British Commonwealth and his country or residence is not party to the Hague Apostille Convention, 1961, his signatures and address on the memorandum and articles of association and proof of identity, shall be notarized before the Notary (Public) of such country and the certificate of the Notary (Public) shall be authenticated by a Diplomatic or Consular Officer empowered in this behalf under section 3 of the Diplomatic and Consular Officers (Oaths and Fees) Act, 1948 (40 of 1948) or, where there is no such officer by any of the officials mentioned in section 6 of the Commissioners of Oaths Act, 1889 (52 and 53 Vic.C.10), or in any Act amending the same.

(d) However, any foreign national visiting India on Business Visa, he will not required notary and apostilled documents as per clause (a), (b) and (c) above. Any person citizen of India, Overseas Citizen of India, Person of Indian Origin, or resident of Indian origin need not have any visa.

Recently a question posed before me that incorporation was denied because persons are here in India on employment visa and are directors of holding the company of the company to be incorporated but incorporation form was rejected. The simple representation that these people are in employment in India and more importantly presently are resident in India is enough. The business visa requirement is only for a foreign citizen who is not resident in India.

Following documents are to be notarized and apostilled:

  1. Copy of Passport – pages with name, address and issuing authority details;
  2. any one Address Proof – Telephone, Electricity or mobile Bill (bank statement is acceptable as proof but not advisable) pages where name and date of the bill are mentioned.
  3. a declaration called DIR-2 in case the person is going to be a director;
  4. a declaration of compliance in case the person is going to be a director; and
  5. Memorandum and articles of association signatory page.

A few documents may additionally be required if the proposed company is under a sector-specific regulator.

Naming of a company – Running of RUN


Seemingly, ease of doing business become a childish target for the Government of India. There is a practical gap of only 60 days between the Companies (Incorporation) Amendment Rules, 2018  and the Companies (Incorporation) 2nd Amendment Rules, 2018. The hardship caused by the earlier amendment is not attempted to cure by this amendment. Once again, there is a half-hearted effort lacking full automation of name approval. We discuss Rule 9 of the Companies (Incorporation) Rules, 2014 amended twice in a single calendar quarter.

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Company Name with India


I receive a question on Quora which may interest readers of this Blog. The question is –

What is the procedure for inclusion of word ‘INDIA’ in the name of company?

My reply is as under –

Law related name of a company is governed with Section 4 of the Companies Act 2013 read with Rule 8. Under present law, there restriction related to inclusion of word “India” has been removed with effect from 1st April 2014.

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PREPARING FOR INCORPORATION OF A COMPANY


A dream company comes into existence with a good planning and efforts. If character of a human start building with thinking of its parents; character of a company start building with thinking of its promoter.

I have nothing to say about all business decision like business objects, size of investment, geography of operations and members of its core management team. I will discuss some points with corporate law angle. However the object must be defined and lawful. It is good if, this is reduced in writing with help of an industry expert with a vetting by a Company Secretary.

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INCORPORATION OF COMPANY


UPDATE: on 30th August 2013: Companies Bill 2012 became the Companies Act, 2013 (Act 18 of 2013).

Section 7, 8 of Companies Bill 2012 Act, 2013

In my last blog post “Formation of Company”, I discussed the formation of company and its foundation documents; Memorandum, Articles and proposed/changed Name.  In This post we will discuss, Incorporation of Company including incorporation of non- profit company.

INCORPORATION OF COMPANY (SECTION 7):

All document related to incorporation shall be filed be filed before the registrar, in whose jurisdiction registered office of a company is proposed to be situated. A Registrar may have jurisdiction over several states or only a part of a state. Following documents are to be submitted:

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