Steps in Process of Registration:
1. Reservation of Name:
Promoters make application (in specified form and manner with a specified fee) to Registrar to
reserve a name for proposed company.
Name is reserved for a period not exceeding 60 days. If registrar refuses to reserve the name, an
appeal can be filed to Commission within 30 days of the refusal. Order of Commission shall be
final.
2. Application to Registrar, after fulfilling conditions:
An application (on specified form) is filed with Registrar along with following documents:
Memorandum of Association singed by subscribers.
Articles of Associated singed by subscribers (required for Company limited by guarantee and Unlimited
Company only. Company limited by shares may adopt model articles in Table A in First Schedule) .
Declaration of compliance with requirements of Companies Act 2017 regarding incorporation.
Name and particulars of first directors and first chief executive (and their consent in case of public
company).
3. Approval of Registrar:
Registrar shall register the memorandum and shall issue "Certificate of Incorporation" if he is
satisfied that:
company is being formed for lawful purpose, and
all requirements of Companies Act 2017 regarding incorporation have been met.
Certificate of incorporation is the conclusive evidence of incorporation of company and includes
name of company, registration number, date of incorporation, status (public or private) and
liability (limited by share, limited by guarantee or unlimited) of company.
Refusal of Registration and Options available to Promoters:
Grounds of Refusal: Registrar may refuse to register a company if:
any document is defective (e.g. there is error, omission or not properly authenticated) or
does not comply with requirements of law.
Options Available to Subscribers:
1. Subscribers may remove deficiency in documents and may file revised documents within prescribed
time, or
2. Subscribers may file an appeal to Commission within 30 days of refusal by Registrar. Decision of
Commission on this matter shall be final and an appeal cannot be filed against such decision.
Effect of "Registration" of Memorandum & Articles; (or Effect of Incorporation)
When Registrar registers memorandum and issues certificate of incorporation, it has following effects: 1.
Company has become a body corporate with name stated in memorandum.
2. The body corporate is capable of exercising all the functions of an incorporated company Le. separate
legal status, perpetual succession and having its own common seal.
3. Status and registered office of the company are as stated in the application for registration.
4. Subscribers become members with limited liability (in case of limited company).
5. Subscribers become holders of initial shares (in case of company having share capital)
6. Persons named as proposed director in articles, are deemed to have been appointed as director.
Status/Effect of Memorandum & Articles:
1. Memorandum and Articles bind company and members with each other irrespective of the matter
whether they have signed/subscribed it or not (they don't bind company with non- members i.e. a non-
member cannot enforce a condition in articles).
2. All money payable by subscriber (against shares subscribed) shall be payable in cash within 30 days
from date of incorporation.
3. If money is not deposited within 30 days, shares shall be cancelled and name of subscriber shall be
removed from register of members. Company shall follow directions of Registrar in this respect.
4. The receipt of money from subscribers shall be reported by the company to the registrar within forty-
five days from the date of incorporation of the company, accompanied by a certificate by a practicing
chartered accountant or a cost and management accountant verifying receipt.
