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Incorporation of Company

The section 7 of the 2013 act – incorporation of the company with board resolution resolved that the printed copy of the original memorandum and AoA of the company is dated the company registration. But before the meeting and perused be taken on record and that the company secretary is keep the original incorporation certificate on their custody.

Certificate of Incorporation

This company registration certificate is provided by the ROC. Then, a company is incorporated and is also a limited company like private or public. It is the evidence of company registration.

Documents verified by ROC

  • The registrar provides this certificate after allowing the following documents submitted to him.
  • MOA
  • AOA
  • Declaration in e-Form No. INC-8.
  • Particulars of Directors in e-Form No.DIR-2 in duplicate
  • Intimation od situation of company registered office in e-Form No. INC-22.

ROC cannot refuse registration

If these documents are in order and are in conformity with the conditions of the 2013 act and regulations and rules framed thereunder, then the ROC cannot stop registration. In case he refuses, he may be forced to register by an order of the court. The company registration date is given by the ROC and the date of company incorporation as a body, corporate by the name incorporated company and, on that date. The company is a separate legal entity having permanent run and a common seal.

Lifting of corporate veil not permitted

Once the corporate of a veil company is registered under the act. It cannot be lifted by the court just at the instance of a person is trying to show beneficial interest in the company.

Lifting of corporate veil permitted

Court would look at reality behind corporate veil when corporate character is employed to commit illegality or defraud others.

Financial Year of the company

The section 2(41) of the companies act 2013, the first “Financial Year” of the company be the period from the date of company registration. Section and subsequent Financial Years” of the company be the period from 1st April to 31st March in each year.

In case a company has to have a different financial year has mentioned above, it will be allowed to do so only if it is a subsidiary company or a holding company registered outside India. It is required to follow a different financial year for combination of tribunal and accounts.

Moreover, a body corporate or a company which exists on April 2014, being the date of start of new act. It shall within a period of two years.

Company Registration

Penalty for default

Penalty for not observing with the conditions of act 2013 under section 129 for indicating to section 210 of the act 1956 for the managing director, finance in-charge, chief financial officer, whole-time director or any other person charged by the board with the duty of indicating with the needs of this section.

Appointment of first auditors

Appointment and fixation of remuneration

The companies act 2013 of sub-section (6) of section 139, the first company auditor or auditors. The board of directors are decided to appoint the auditors and within one month of the registration date of the company. The auditor or auditors so appointed shall hold office until the conclusion of the company’s first annual general meeting.

Filling up of vacancy

If due to any condition, some or otherwise than by way of registration there arises a vacancy in the fist auditor of the company. The board may again appoint another company auditor or auditors to hold office.

 Auditor appointed by company in general meeting

If the board, in either of the above cases, fails to exercise its power. The company in the extra ordinary general meeting to be held within 90 days. The first auditor is appointed and should be intimated with 7 days of his appointment.

Opening of first bank account

A current bank account must be opened in the company name.

The bank must be instructed to honor all cheques, promissory notes and orders drawn by and all bills accepted on behalf of the company.

The company secretary of the company be directed to provide to the bank certified true copy of the MOA. A list of names and specimen signatures of the same directors of the company authorized to sign on behalf of the company.

This decision shall remain in force until notice in writing of its cancellation or withdrawal is given to the bank by the company secretary of the company.

General powers of the board

 Since a company cannot manage on its own being an artificial juristic person, section 179 of the act corresponding to section 291 of the 1956 act.

Board’s power of authorization Resolution passed by circulation

Board resolutions for opening bank accounts in the company name in general may be passed by circulation under section 175 of the 2013 act.


Adoption of common seal

Under the companies act 2013, the possession of common seal with its name engraved on it in legible characters is no longer a statutory need of an incorporated body, having a legal personality of its own. The company has now an option in the matter of having a common seal. Company incorporation is mandatory for all small and medium companies.

Seal – a symbolic representation

The company seal is a symbolic representation of the company. The idea of the use of seal is a relic of the past when emperors and kings, great or small, used to put an impression mainly of their signs on documents to indicate the authenticity of such documents. This type of symbol is to show authenticity was also use in India in the past.

Approved by board of common seal

The companies act in the U.K borrowed the idea from the common law imported and practice the same in the place of company law practice for the use of the seal as a symbol to show authenticity of documents is implemented by the company for their incorporation purpose.

Safe custody of common seal

Regulation 84 of Table ‘A’ schedule I of the act 1956 vests authority for the seal in the board. It also needs that the same should be affixed on any document.

Common Seal affixed on share certificates

Section 46 of the companies 2013 act, gives that a share certificate can be provided under the common seal. If any of the company signed by two directors or the company secretary.

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