Companies Act Section 7

Companies Act Section 7  Incorporation of Company

1. Documents and Information for Registration:

To register a company, the following documents and information must be submitted to the Registrar in whose jurisdiction the company's registered office is to be located:

(a) Memorandum and Articles:

The memorandum and articles of the company, duly signed by all subscribers to the memorandum in the prescribed manner.

(b) Declaration of Compliance:

A declaration in the prescribed form by an advocate, chartered accountant, cost accountant, or company secretary in practice involved in the company’s formation, and by a person named in the articles as a director, manager, or secretary.

This declaration must confirm that all requirements of this Act and related rules concerning registration and associated matters have been met.

(c) Declaration of Integrity:

A declaration from each subscriber to the memorandum and from any persons named as the first directors in the articles, stating that they have not been convicted of any offence related to the promotion, formation, or management of any company, nor found guilty of fraud, misfeasance, or breach of duty under this Act or previous company laws in the past five years. 

They must also confirm that all documents filed with the Registrar are correct, complete, and true to the best of their knowledge.

(d) Address for Correspondence:

The address for correspondence until the registered office is established.

(e) Particulars of Subscribers:

Details of every subscriber to the memorandum, including surname or family name, residential address, nationality, and any other prescribed particulars, along with proof of identity.

For corporate subscribers, additional prescribed particulars must be provided.

(f) Particulars of First Directors:

Details of the persons named as the first directors in the articles, including their names (including surnames), Director Identification Number, residential address, nationality, and any other prescribed particulars with proof of identity.

(g) Interests of First Directors:

Details of any interests in other firms or bodies corporate of the persons mentioned as the first directors, along with their consent to act as directors in the prescribed form and manner.

2. Registration and Certificate of Incorporation:

Upon receiving the documents and information specified in subsection (1), the Registrar shall:

Register all the submitted documents and information.

Issue a certificate of incorporation in the prescribed form, confirming that the company is incorporated under this Act.

3. Corporate Identity Number:

From the date mentioned in the certificate of incorporation, the Registrar will allocate a unique corporate identity number to the company.

This number will be included in the certificate and will serve as the company’s distinct identification.

4. Maintenance of Documents:

The company must maintain and preserve copies of all documents and information originally filed under subsection (1) at its registered office until its dissolution.

5. Liability for False Information:

Any person who provides false or incorrect information, or suppresses material information in any document filed with the Registrar regarding the company's registration, is liable for action under Section 447.

6. Liability for Fraudulent Incorporation:

If it is proven that a company was incorporated based on false or incorrect information, suppressed material facts, or fraudulent actions, the promoters, first directors, and persons who made declarations under clause (b) of subsection (1) will each be liable for action under Section 447.

7. Tribunal Orders for Fraudulent Incorporation:

If a company has been incorporated fraudulently, the Tribunal may, upon application and if satisfied that the situation warrants, pass orders including:

(a) Regulation of the company’s management, including changes to its memorandum and articles, in public interest or for the benefit of the company and its members and creditors.

(b) Direction to make the members' liability unlimited.

(c) Removal of the company’s name from the register of companies.

(d) An order for the company’s winding up.

(e) Any other orders deemed appropriate.