Tag Archives: Incorporation

Notification of Sections Relevant for NCLT


Yesterday late evening, I posted here about press release issued by Ministry of Corporate Affairs. Soon thereafter, two files uploaded on Official Gazette website with two notifications in each. In earlier post here today, we discussed establishment and jurisdiction of various NCLT benches.

In this post, we will have a bird’s eye view on Sections notified on 1st June 2016 related to NCLT.

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Triggering Unlimited Liability for Members


Recently introduced amendment bill to the Companies Act, 2013 propose to reintroduce unlimited liability for members in certain cases. Though, similar provision was there in earlier in the companies Act, 1956; I have no intention to go into history; but to examine this provision in light of justice and equity.

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Amended Form INC – 7 (W.E.F. 1 May 2015)


Form INC-7 is required to be filed pursuant to Section 7 (1) of the Companies Act, 2013 and pursuant to Rule 10, 12, 14 and 15 of Companies (Incorporation) Rules, 2014. New version of this form came into force from 1st May 2015 by the Companies (Incorporation) Amendment Rules 2015. This replaced earlier version of Form INC – 7 discussed earlier here.

Form INC-7 deals with incorporation of a new company (other than OPC). This form is accompanied by supporting documents such as details of Directors/subscribers, the Memorandum of Association (MoA) and Articles of Association (AoA) and evidence of payment of stamp duty. Once the Form is processed and found complete, a company is registered and CIN is allocated.

The Form INC – 7 is not required where Integrated Incorporation Form INC – 29 was opted by applicant.

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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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AFFIDAVIT BY SUBSCRIBER AND FIRST DIRECTORS


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 (c) of Section (1) of Section 7 require an affidavit form an affidavit from each of the subscribers to the Memorandum and from persons named as the first directors.
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