Procedure of Registration and Incorporation of a Company

Procedure of Registration

For the registration of a company, the following documents, together with necessary fees, must be submitted to the Registrar of Companies of the State in which the registered office of the company will be situated.

1. The Memorandum of Association, prepared in accordance with the provisions of the Companies Act, and signed by at least 7 persons in the case of public companies and 2 persons in the case of private companies.
2. The Articles of Association, in case of unlimited companies, companies limited by guarantee and private companies limited by shares.
3. A declaration by any o the following persons, stating that all the requirements of the Act have been complied with an advocate, an attorney, a pleader, a chartered accountant, or a person named in the articles as director, manager or secretary of the company.
4. A duly singed list of persons have consented to be directors of the company, their consent in writing and the singed agreement with every such director to take the number of shares required to qualify as director. These are not required in the case of private companies and companies not having a share capital.
5. The Registration fees of a Company are fixed on a graduated scale on the amount of nominal capital or the number of members. There is also a filing fee per document.

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If the Registrar is satisfied that all the requirements of the Act have been complied with, he will register the company and issue a certificate called the Certificate of Incorporation.

The purpose of forming the company must is lawful.

Example:

A company was formed with the object of carrying on unauthorized lotteries. Registration was refused.

The Certificate of Incorporation

The certificate issued by the Registrar after a company is registered is called the Certificate of Incorporation.

Section 35 of the Act, states that the Certificate of Incorporation is conclusive evidence about the following matters:

1. All the requirements of the act have been complied with any respect of registration and matters precedent and incidental thereto.
2. The association is a company authorized to be registered and duly registered under the Act.
3. The legal existence of the company begins from the date of issue of the certificate.

Once the Certificate is issued, the incorporation cannot be challenged even though there were irregularities prior to registration.

Case Law:

Incorporation was upheld in the following cases:

• Memo materially altered after signature but before registration.
• Signatories to the memo all infants.
• The shares of the company were allotted before the issue of certificate of incorporation.
• The objects of a company were all found to be illegal.

Effects of Registration

As soon as a Company is registered and a certificate of incorporation is issued by the Registrar, three important legal consequences follow:

1. The company acquires a distinct legal entity.
2. It secures a perpetual succession.
3. Its property is not the property of its shareholders.