MEANING• UNDER SEC. 12 “ANY SEVEN OR MORE PERSONS (2 OR MORE IN THE CASE OF A PRIVATE

COMPANY) MAY FORM AN INCORPORATED COMPANY FOR A LAWFUL PURPOSE BY SUBSCRIBING

THEIR NAMES TO THE MEMORANDUM OF ASSOCIATION AND COMPLYING WITH THIS ACT IN

RESPECT OF REGISTRATION.”

• THE MEMBERS INCORPORATING SHOULD NOT BE AN INFANT, AN UNDISCHARGED BANKRUPT, A

LUNATIC, AN ALIEN ENEMY AND ANY PERSON DISQUALIFIED BY LAW.

Process Of Incorporation

A)Availability of the name

B) Revalidation of the name availability

C) Minimum paid-up capital

D)Documents to be filled with the Registrar

E) Certificate of Incorporation

F) Conclusiveness of the certificate of incorporation

Availability of the name

Sec 20 provides that a company cannot be registered by a name which in the opinion of the

central Government is undesirable. The name should not be identical or in resemblance with an

existing company.

Revalidation of Name Availability

The incorporators should incorporate the company within six months after the name is

proposed by the registrar. If the incorporators failed to incorporate, they need to revalidate

the proposed name for another six months.

Minimum Paid-up capital

The minimum paid-up capital should be 5 lakh in the case of public limited company and 1 lakh for a

private company.

DOCUMENTS TO BE FILLED UP BY THE PROMOTERS:

1.The Memorandum of Association

2.The Articles of Association

3. A statement of the Nominal Capital

4. A Notice of the address of the registered office of the company

5. A list of directors and their consent to act signed by each

6. An undertaking in writing signed by each director to take and

pay for his qualification shares

7.A declaration that all the requirements of the act have been

compiled with.

Note: In case of a private company 5 and 6 are not necessary.

Certificate of Incorporation

On registration, the registrar will issue a certificate of incorporation whereby he certifies that the

company is incorporated and in the case of a limited company, that the company is limited.

Conclusiveness of the certificate of Incorporation

The certificate of Incorporation is a conclusive evidence of

1. All the requirements of the act have been compiled with in respect of registration.

2. The company is duly registered.

3. That the company came into existence on the date mentioned in the certificate.