valid as on 15/08/2019

Section 7.Incorporation of company
Effective dates 01-04-2014, font in blue from 01-06-2016, font in green from 15-12-2016

(1) There shall be filed with the the registered office of a  is proposed to be situated, the following for registration, namely:—

(a) the and  of the company duly signed by all the subscribers to the memorandum in such manner as may be ;

(b) a declaration in the by an advocate, a , or , who is engaged in the formation of the company, and by a person named in the articles as a , or secretary of the company, that all the requirements of this Act and the rules made thereunder in respect of registration and matters precedent or incidental thereto have been complied with;

(c) an   from each of the subscribers to the memorandum and from persons named as the first directors, if any, in the articles that he is not convicted of any offence in connection with the promotion, formation or management of any company, or that he has not been found guilty of any fraud or misfeasance or of any breach of duty to any company under this Act or any during the preceding five years and that all the  filed with the for registration of the company contain information that is correct and complete and true to the best of his knowledge and belief;

(d) the address for correspondence till its registered office is established;

(e) the particulars of name, including surname or family name, residential address, nationality and such other particulars of every subscriber to the memorandum along with proof of identity, as may be prescribed, and in the case of a subscriber being a , such particulars as may be ;

(f) the particulars of the persons mentioned in the articles as the first directors of the company, their names, including surnames or family names, the Director Identification Number, residential address, nationality and such other particulars including proof of identity as may be ; and

(g) the particulars of the interests of the persons mentioned in the articles as the first directors of the company in other firms or bodies corporate along with their ;  of the company in such as may be .

(2) The Registrar on the basis of documents and information filed under sub-section (1) shall register all the documents and information referred to in that sub-section in the register and issue a certificate of incorporation in the  to the effect that the proposed company is incorporated under this Act.

(3) On and from the date mentioned in the certificate of incorporation issued under sub-section (2), the Registrar shall allot to the company a corporate identity number, which shall be a distinct identity for the company and which shall also be included in the certificate.

(4) The company shall maintain and preserve at its registered office copies of all documents and information as originally filed under sub-section (1) till its dissolution under this Act.

(5) If any person furnishes any false or incorrect particulars of any information or suppresses any material information, of which he is aware in any of the documents filed with the Registrar in relation to the registration of a company, he shall be liable for action under section 447.

(6) Without prejudice to the provisions of sub-section (5) where, at any time after the incorporation of a company, it is proved that the company has been got incorporated by furnishing any false or incorrect information or representation or by suppressing any material fact or information in any of the documents or declaration filed or made for incorporating such company, or by any fraudulent action, the , the persons named as the first directors of the company and the persons making declaration under clause (b) of sub-section (1) shall each be liable for action under section 447.

(7) Without prejudice to the provisions of sub-section (6), where a company has been got incorporated by furnishing any false or incorrect information or representation or by suppressing any material fact or information in any of the documents or declaration filed or made for incorporating such company or by any fraudulent action, the may, on an  made to it, on being satisfied that the situation so warrants,—

(a) pass such orders, as it may think fit, for regulation of the management of the company including changes, if any, in its memorandum and articles, in public interest or in the interest of the company and its  and creditors; or

(b) direct that liability of the members shall be unlimited; or

(c) direct removal of the name of the company from the ; or

(d) pass an order for the winding up of the company;  or

(e) pass such other orders as it may deem fit:

Provided that before making any order under this sub-section,—

(i) the company shall be given a reasonable opportunity of being heard in the matter; and

(ii) the Tribunal shall take into consideration the transactions entered into by the company, including the obligations, if any, contracted or payment of any liability.

The Central registration center shall exercise functional jurisdiction of processing and disposal of all e-forms and related matters pertaining to registration of companies, vide notification S.O.1211(E) dated 23 March, 2016. To view the notification,Click Here
2(20) Company means a company incorporated under this Act or under any previous company law
Refer rule 12, 36 of The Companies (Incorporation) Rules, 2014 and Rule 38 of The Companies (Incorporation) fourth Amendment Rules, 2016. To view the rule,Click Here
2(56) Memorandum means the memorandum of association of a company as originally framed or as altered from time to time in pursuance of any previous company law or of this Act
2(5) Articles means the articles of association of a company as originally framed or as altered from time to time or applied in pursuance of any previous company law or of this Act
Refer rule 13 of The Companies (Incorporation) Rules, 2014. To view the rule,Click Here
Refer rule 14 & Form No.INC-8 of The Companies (Incorporation) Rules, 2014. To view the rule,Click Here
2(17) Chartered Accountant means a chartered accountant as defined in clause (b) of sub-section (1) of section 2 of the Chartered Accountants Act, 1949 (38 of 1949) who holds a valid certificate of practice under sub-section (1) of section 6 of that Act
2(28) Cost Accountant, means a cost accountant as defined in clause (b) of sub-section (1) of section 2 of the Cost and Works Accountants Act, 1959 and who holds a valid certificate of practice under sub-section (1) of section 6 of that Act;
2(25) Company Secretary in Practice means a company secretary who is deemed to be in practice under sub-section (2) of section 2 of the Company Secretaries Act, 1980 (56 of 1980)
2(34) Director means a director appointed to the Board of a company
2(53) Manager means an individual who, subject to the superintendence, control and direction of the Board of Directors, has the management of the whole, or substantially the whole, of the affairs of a company, and includes a director or any other person occupying the position of a manager, by whatever name called, whether under a contract of service or not.
Refer rule 15 & Form No.INC-9 of The Companies (Incorporation) Rules, 2014. To view the rule,Click Here
Substituted vide Companies (Amendment) Act, 2017 dated 03.01.2018, effective from 27.07.2018. To view the notification,Click Here
2(67) Previous company law means any of the laws specified below: —

(i) Acts relating to companies in force before the Indian Companies Act, 1866 (10 of 1866);

(ii) the Indian Companies Act, 1866 (10 of 1866);

(iii) the Indian Companies Act, 1882 (6 of 1882);

(iv) the Indian Companies Act, 1913 (7 of 1913);

(v) the Registration of Transferred Companies Ordinance, 1942 (Ord. 54 of 1942);

(vi) the Companies Act, 1956 (1 of 1956); and

(vii) any law corresponding to any of the aforesaid Acts or the Ordinances and in force—

(A) in the merged territories or in a Part B State (other than the State of Jammu and Kashmir), or any part thereof, before the extension thereto of the Indian Companies Act, 1913 (7 of 1913); or

(B) in the State of Jammu and Kashmir, or any part thereof, before the commencement of the Jammu and Kashmir (Extension of Laws) Act, 1956 (62 of 1956), in so far as banking, insurance and financial corporations are concerned, and before the commencement of the Central Laws (Extension to Jammu and Kashmir) Act, 1968 (25 of 1968), in so far as other corporations are concerned;

(viii) the Portuguese Commercial Code, in so far as it relates to sociedades anonimas; and

(ix) the Registration of Companies (Sikkim) Act, 1961 (Sikkim Act 8 of 1961)(Not notified)

2(36) Document includes summons, notice, requisition, order, declaration, form and register, whether issued, sent or kept in pursuance of this Act or under any other law for the time being in force or otherwise, maintained on paper or in electronic form
2(75) Registrar means a Registrar, an Additional Registrar, a Joint Registrar, a Deputy Registrar or an Assistant Registrar, having the duty of registering companies and discharging various functions under this Act
2(11) Body Corporate includes a company incorporated outside India, but does not include—

(i) a co-operative society registered under any law relating to co-operative societies; and

(ii) any other body corporate (not being a company as defined in this Act), which the Central Government may, by notification, specify in this behalf

Refer rule 16 & Form No.INC-10 of The Companies (Incorporation) Rules, 2014. To view the rule,Click Here
Refer rule 16 & Form No.INC-10 of The Companies (Incorporation) Rules, 2014. To view the rule,Click Here
Refer Form No.DIR-2 . To view the return,Click Here
Refer rule 17 of The Companies (Incorporation) Rules, 2014 & Form No.DIR-12 . To view the rule,Click Here
Refer rule 17 of The Companies (Incorporation) Rules, 2014 & Form No.DIR-12 . To view the rule,Click Here
Refer rule 18 & Form No.INC-11 of The Companies (Incorporation) Rules, 2014. To view the rule,Click Here
2(69) “promoter” means a person—

(a) who has been named as such in a prospectus or is identified by the company in the annual return referred to in section 92; or

(b) who has control over the affairs of the company, directly or indirectly whether as a shareholder, director or otherwise; or

(c) in accordance with whose advice, directions or instructions the Board of Directors of the company is accustomed to act:

Provided that nothing in sub-clause (c) shall apply to a person who is acting merely in a professional capacity

2(90) Tribunal means the National Company Law Tribunal constituted under section 408
Refer Rule 66 National Company Law Tribunal Rules, 2016. To view the rule,Click Here
2(55) Member, in relation to a company, means—

(i) the subscriber to the memorandum of the company who shall be deemed to have agreed to become member of the company, and on its registration, shall be entered as member in its register of members;

(ii) every other person who agrees in writing to become a member of the company and whose name is entered in the register of members of the company;

(iii) every person holding shares of the company and whose name is entered as a beneficial owner in the records of a depository

2(74) Register of companies means the register of companies maintained by the Registrar on paper or in any electronic mode under this Act
To view the notification,Click Here
To view the notification,Click Here
 vide notification S.O 1934(E). To view the notification,Click Here

2.1.12-The Companies (Incorporation) Rules,2014

An application for registration of a company shall be filed, with the Registrar within whose jurisdiction the registered office of the company is proposed to be situated, in along with the fee as provided under the Companies (Registration offices and fees) Rules, 2014;

Provided that in case pursuing of any of the objects of a company requires registration or approval from sectoral regulators such as the Reserve Bank of India, the Securities and Exchange Board, registration or approval, as the case may be, from such regulator shall be obtained by the proposed company before pursuing such objects and a declaration in this behalf shall be submitted at the stage of incorporation of the company.

An application shall be filed, with the Registrar within whose jurisdiction the registered office of the company is proposed to be situated, in  (for One Person Company) and (other than One Person Company)along with the fee as provided in the   for registration of a company:

Substituted vide the Companies (Incorporation) Amendment Rules, 2018 dated 20.01.2018 to be effective from 26.01.2018. To view the Notification, Click Here
Substituted vide the Companies (Incorporation) Amendment Rules, 2018 dated 20.01.2018 to be effective from 26.01.2018. To view the Notification, Click Here
To view the return,Click Here
To view the return,Click Here
substituted vide Companies (Incorporation) Fifth Amendment Rule,2016 w.e.f 01.01.2017 and form No. INC 32 (SPICe) further substituted vide the Companies (Incorporation) Amendment Rules, 2017 .To view the notification,Click Here. To view the return,Click Here
Refer Rule 12 of Companies (Registration offices and fees) Rules, 2014
Inserted vide the Companies (Incorporation) Second Amendment Rules, 2015. To view the notification,Click Here

2.1.13-Companies (Incorporation) Rules,2014

13. Signing of memorandum and articles.-

The Memorandum and Articles of Association of the company shall be signed in the following manner, namely:-

(1) The memorandum and articles of association of the company shall be signed by each subscriber to the memorandum, who shall add his name, address, description and occupation, if any, in the presence of at least one witness who shall attest the signature and shall likewise sign and add his name, address, description and occupation, if any and the witness shall state that “I witness to subscriber/subscriber(s), who has/have subscribed and signed in my presence (date and place to be given); further I have verified his or their Identity Details (ID) for their identification and satisfied myself of his/her/their identification particulars as filled in”

(2) Where a subscriber to the memorandum is illiterate, he shall affix his thumb impression or mark which shall be described as such by the person, writing for him, who shall place the name of the subscriber against or below the mark and authenticate it by his own signature and he shall also write against the name of the subscriber, the number of shares taken by him.

(3) Such person shall also read and explain the contents of the memorandum and articles of association to the subscriber and make an endorsement to that effect on the memorandum and articles of association.

(4) Where the subscriber to the memorandum is a body corporate, the memorandum and articles of association shall be signed by director, officer or employee of the body corporate duly authorized in this behalf by a resolution of the board of directors of the body corporate and where the subscriber is a Limited Liability Partnership, it shall be signed by a partner of the Limited Liability Partnership, duly authorized by a resolution approved by all the partners of the Limited Liability Partnership:

Provided that in either case, the person so authorized shall not, at the same time, be a subscriber to the memorandum and articles of Association.

(5) Where subscriber to the memorandum is a foreign national residing outside India-

(a) in a country in any part of the Commonwealth, his signatures and address on the memorandum and articles of association and proof of identity shall be notarized by a Notary (Public) in that part of the Commonwealth.

(b) in a country which is a party to the Hague Apostille Convention, 1961, his signatures and address on the memorandum and articles of association and proof of identity shall be notarized before the Notary (Public) of the country of his origin and be duly apostillised in accordance with the said Hague Convention.

(c) in a country outside the Commonwealth and which is not a party to the Hague Apostille Convention, 1961, his signatures and address on the memorandum and articles of association and proof of identity, shall be notarized before the Notary (Public) of such country and the certificate of the Notary (Public) shall be authenticated by a Diplomatic or Consular Officer empowered in this behalf under section 3 of the Diplomatic and Consular Officers (Oaths and Fees) Act, 1948 (40 of 1948) or, where there is no such officer by any of the officials mentioned in section 6 of the Commissioners of Oaths Act, 1889 (52 and 53 Vic.C.10), or in any Act amending the same;

(d) visited in India and intended to incorporate a company, in such case the incorporation shall be allowed if, he/she is having a valid Business Visa.

Explanation.- For the purposes of this clause, it is hereby clarified that, in case of Person is of Indian Origin or Overseas Citizen of India, requirement of business Visa shall not be applicable.

Inserted vide  notification dated 27.07.2016,  Companies (Incorporation) Third Amendment Rules, 2016. To view the notification,Click Here

2.1.14-Companies (Incorporation) Rules,2014

14. Declaration by professionals.-

For the purposes of clause (b) of sub-section (1) of section 7, the declaration by an advocate, a Chartered Accountant,  or Company Secretary in practice shall be in

Explanation (i) “chartered accountant” means a chartered accountant as defined in clause (b) of sub section 1 of section 2 of the Chartered Accountants Act, 1949 (ii) “Cost Accountant” means a cost accountant as defined in clause (b) of subsection (1) of section 2 of the Cost and Works Accountants Act, 1959 and (iii) “company secretary” means a “company secretary” or “secretary” means as defined in clause (c) of sub-section (1) of section 2 of the Company Secretaries Act, 1980.

2(28) Cost Accountant, means a cost accountant as defined in clause (b) of sub-section (1) of section 2 of the Cost and Works Accountants Act, 1959 and who holds a valid certificate of practice under sub-section (1) of section 6 of that Act;
To view the return,Click Here

2.1.15-Companies (Incorporation) Rules,2014

For the purposes of clause (c) of sub-section (1) of section 7, the declaration shall be submitted by each of the subscribers to the memorandum and each of the first directors named in the articles in Form No.INC-9.”

15. Affidavit from subscribers and first directors.-

For the purposes of clause (c) of sub-section (1) of section 7, the affidavit shall be submitted by each of the subscribers to the memorandum and each of the first directors named in the articles in

Substituted vide Companies (Incorporation) Third Amendment Rules, 2018 dated 27.07.2018. To view the Notification,Click Here
To view the return,Click Here

2.1.16-Companies (Incorporation) Rules,2014

16. Particulars of every subscriber to be filed with the Registrar at the time of incorporation.

(1) The following particulars of every subscriber to the memorandum shall be filed with the Registrar-

(a) Name (including surname or family name) and recent Photograph affixed and scan with MOA and AOA:

(b) Father’s/Mother’s/ name:

(c) Nationality:

(d) Date of Birth:

(e) Place of Birth (District and State):

(f) Educational qualification:

(g) Occupation:

(h) Income-tax permanent account number:

(i) Permanent residential address and also Present address (Time since residing at present address and address of previous residence address (es) if stay of present address is less than one year) similarly the office/business addresses :

(j) Email id of Subscriber;

(k) Phone No. of Subscriber;

(l) Fax no. of Subscriber (optional)

Explanation.- information related to (i) to (l) shall be of the individual subscriber and not of the professional engaged in the incorporation of the company;

(m) Proof of Identity:

*For Indian Nationals:

PAN Card ( mandatory)

Voter’s identity card

Passport copy

Driving License copy

Unique Identification Number (UIN)

*For Foreign nationals and Non Resident Indians

Passport

(n) Residential proof such as Bank Statement, Electricity Bill, Telephone / Mobile Bill:

Provided that Bank statement Electricity bill, Telephone or Mobile bill shall not be more than two months old;

(o) Proof of nationality in case the subscriber is a foreign national.

(p) If the subscriber is already a director or promoter of a company(s), the particulars relating to-

(i) Name of the company;

(ii) Corporate Identity Number;

(iii) Whether interested as a director or promoter;

(q)

(2) Where the subscriber to the memorandum is a body corporate, then the following particulars shall be filed with the Registrar-

(a) Corporate Identity Number of the Company or Registration number of the body corporate, if any

(b) GLN, if any;

(c) the name of the body corporate

(d) the registered office address or principal place of business;

(e) E-mail Id;

(f) if the body corporate is a company, certified true copy of the board resolution specifying inter alia the authorization to subscribe to the memorandum of association of the proposed company and to make investment in the proposed company, the number of shares proposed to be subscribed by the body corporate, and the name, address and designation of the person authorized to subscribe to the Memorandum;

(g) if the body corporate is a limited liability partnership , certified true copy of the resolution agreed to by all the partners specifying inter alia the authorization to subscribe to the memorandum of association of the proposed company and to make investment in the proposed company, the number of shares proposed to be subscribed in the body corporate, and the name of the partner authorized to subscribe to the Memorandum;

(h) the particulars as specified above for subscribers in terms of clause (e) of sub- section (1) of section 7 for the person subscribing for body corporate;

(i) in case of foreign bodies corporate, the details relating to-

(i) the copy of certificate of incorporation of the foreign body corporate; and

(ii) the registered office address.

Inserted vide  notification dated 27.07.2016,  Companies (Incorporation) Third Amendment Rules, 2016. To view the notification,Click Here
Omitted vide  notification dated 27.07.2016,  Companies (Incorporation) Third Amendment Rules, 2016. To view the notification,Click Here
Substituted by rule The Companies (Incorporation) Amendment Rules, 2015 .To view the rule,Click Here
Omitted vide  notification dated 27.07.2016,  Companies (Incorporation) Third Amendment Rules, 2016. To view the notification,Click Here

2.1.17-Companies (Incorporation) Rules,2014

17. Particulars of first directors of the company and their consent to act as such.-

The particulars of each person mentioned in the articles as first director of the company and his interest in other firms or bodies corporate along with his consent to act as director of the company shall be filed in   along with the fee as provided in the

To view the return,Click Here
Refer Rule 12 of Companies (Registration offices and fees) Rules, 2014.

2.1.18-Companies (Incorporation) Rules,2014

18. 

The Certificate of Incorporation shall be issued by the Registrar in and the Certificate of Incorporation shall mention permanent account number of the company where if it is issued by the Income-tax Department.

The Certificate of Incorporation shall be issued by the Registrar in

Substituted vide Companies (Incorporation) Amendment Rules, 2017 notification dated 25.01.2017. To view the rule,Click Here
Substituted vide Companies (Incorporation)  Amendment Rules,2017.To view the return,Click Here
Substituted vide Companies (Incorporation) Second Amendment Rules,2016.To view the return,Click Here

2.1.36- Companies (Incorporation) Amendment Rule, 2015

 

(1) For the purpose of simplifying the filing of forms for incorporation of a company, the integrated process shall apply with effect from 01/05/2015.

(2) For the purposes of sub-rule (1), the application for allotment of Director Identification Number upto three Directors, reservation of a name, incorporation of company and appointment of Directors of the proposed company shall be filed in Integrated , for One Person Company, private company, public company and Producer Company, with the Registrar within whose jurisdiction the registered office of the company is proposed to be situated, along with the fee of rupees  two thousand in addition to the registration fee as specified in Companies (Registration of Offices and Fees) Rules, 2014.

(3) For the purposes of filing Integrated Incorporation form, the particulars of maximum of three directors shall be allowed to be filled in and allotment of Director Identification Number of maximum of three proposed directors shall be permitted in Form INC-29 in case of proposed directors not having approved Director Identification Number.

(4)The promoter or applicant of the proposed company shall propose only one name in .

(5) The promoter or applicant of the proposed company may prepare Memorandum of Association as per templates in Form INC-30 and may opt for templates of Articles of Association in Form INC-31 in accordance with the provisions of rule 13 for preparation of Memorandum of Association and Article of Association.

(6) The promoter or the applicant shall sign and witness, the Memorandum of Association and Articles of Association in the forms downloaded from the portal of the Ministry of Corporate Affairs and scanned legibly and attach to in accordance with the provisions of rule 13 for preparation of Memorandum of Association and Articles of Association.

(7) The facility to file Integrated application for incorporation in is available as an option to the process for separate applications for allotment of Director Identification Number, reservation of name and Incorporation of a company as provided in these rules.

(8) For an application filed using the Integrated process of incorporation as provided in this rule, the provisions of sub-clause (i) of sub-section (5) of section 4 of the Act and rule 9 of these rules shall not apply.

(9) A company using the provisions of this rule may furnish verification of its registered office under sub-section (2) of section 12 of the Act by filing in which case the company shall attach along with such , any of the documents referred to in sub-rule (2) of rule 25.

(10) The requirement of filing e-form INC-28 may be dispensed with if, the proposed company maintains its registered office at the given correspondence address.

(11) The Registrar within whose jurisdiction the registered office of the company is proposed to be situated shall process including application for allotment of Director Identification Number.

(12) (a) Where the Registrar, on examining , finds that it is necessary to call for further information or finds such application or document to be defective or incomplete in any respect, he shall give intimation to the applicant to remove the defects and re-submit the e-form within fifteen days from the date of such intimation given by the Registrar.

(b) After the resubmission of the document, if the registrar still finds that the document is defective or incomplete in any respect, he shall give one more opportunity of fifteen days to remove such defects or deficiencies.

After the resubmission of the documents and on completion of second opportunity, if the registrar still finds that the documents are defective or incomplete, he shall give third opportunity to remove such defects or deficiencies;

Provided that the total period for re-submission of documents shall not exceed a total period of thirty days.

(c) In case, the Registrar is of the opinion that the document is defective or incomplete in any respect after giving such opportunities, the of the proposed company shall be rejected.

(13) The Certificate of Incorporation shall be issued by the Registrar in Form No. INC-11.

Rule 36. inserted vide  The Companies (Incorporation) Amendment Rule,2015 and Omitted vide Companies (Incorporation) Fifth Amendment Rule,2016 w.e.f 01.01.2017. To view the notification,Click Here
E-Form INC-29 (Integrated Incorporation Form) has been withdrawn by MCA. Use SPICe (Simplified Proforma for Incorporating Company electronically), INC-2 (One Person Company), or INC-7 (Incorporation of Company) e-Forms, as applicable
E-Form INC-29 (Integrated Incorporation Form) has been withdrawn by MCA. Use SPICe (Simplified Proforma for Incorporating Company electronically), INC-2 (One Person Company), or INC-7 (Incorporation of Company) e-Forms, as applicable
E-Form INC-29 (Integrated Incorporation Form) has been withdrawn by MCA. Use SPICe (Simplified Proforma for Incorporating Company electronically), INC-2 (One Person Company), or INC-7 (Incorporation of Company) e-Forms, as applicable
E-Form INC-29 (Integrated Incorporation Form) has been withdrawn by MCA. Use SPICe (Simplified Proforma for Incorporating Company electronically), INC-2 (One Person Company), or INC-7 (Incorporation of Company) e-Forms, as applicable
E-Form INC-29 (Integrated Incorporation Form) has been withdrawn by MCA. Use SPICe (Simplified Proforma for Incorporating Company electronically), INC-2 (One Person Company), or INC-7 (Incorporation of Company) e-Forms, as applicable
E-Form INC-29 (Integrated Incorporation Form) has been withdrawn by MCA. Use SPICe (Simplified Proforma for Incorporating Company electronically), INC-2 (One Person Company), or INC-7 (Incorporation of Company) e-Forms, as applicable
E-Form INC-29 (Integrated Incorporation Form) has been withdrawn by MCA. Use SPICe (Simplified Proforma for Incorporating Company electronically), INC-2 (One Person Company), or INC-7 (Incorporation of Company) e-Forms, as applicable
E-Form INC-29 (Integrated Incorporation Form) has been withdrawn by MCA. Use SPICe (Simplified Proforma for Incorporating Company electronically), INC-2 (One Person Company), or INC-7 (Incorporation of Company) e-Forms, as applicable
E-Form INC-29 (Integrated Incorporation Form) has been withdrawn by MCA. Use SPICe (Simplified Proforma for Incorporating Company electronically), INC-2 (One Person Company), or INC-7 (Incorporation of Company) e-Forms, as applicable
Inserted vide Companies (Incorporation) Amendment Rule,2016 dated 22nd January,2016, w.e.f 26th January,2016. To view the notification,Click Here
Substituted vide  The Companies (Incorporation) Amendment Rule,2016 dated 22nd January,2016, w.e.f 26th January,2016. To view the notification,Click Here
E-Form INC-29 (Integrated Incorporation Form) has been withdrawn by MCA. Use SPICe (Simplified Proforma for Incorporating Company electronically), INC-2 (One Person Company), or INC-7 (Incorporation of Company) e-Forms, as applicable

2.1.38- Companies (Incorporation) Fourth Amendment Rules, 2016

(1) The application for incorporation of a company under this rule shall be in along with e- Memorandum of Association (e-MOA) in and e-Articles of Association (e-AOA) in

Provided that in case of incorporation of a company falling under section 8 of the Act, shall be filed along with (Memorandum of Association) and (Articles of Association) as attachments.

 

(2) For the purpose of sub-rule (1), the application for allotment of Director Identification Number upto three Directors, reservation of a name, incorporation of company and appointment of Directors of the proposed for One Person Company, private company, public company and a company falling under section 8 of the Act, shall be filed in , with the Registrar, within whose jurisdiction the registered office of the company is proposed to be situated along with the fee of rupees five hundred in addition to the registration fee as specified in the Companies (Registration of Offices and Fees) Rules,2014.

Provided that where an application has applied for reservation of a name under Rule 9 and which has been approved therein, he may fill the reserved name as proposed name of the company.

in case of companies incorporated, with effect from the 26th day of January, 2018, with a nominal capital of less than or  equal to rupees ten lakhs or in respect of companies not having a share capital whose number of members as stated in the articles of association does not exceed twenty, fee on INC-32 (SPICe) shall not be applicable.

(3) For the purpose of filing SPICe Form, the particulars of maximum of three directors shall be allowed to be filled in , and allotment of Director Identification Number of maximum of three proposed directors shall be permitted in in case of proposed directors not having approved Director Identification Number.

(4) The promoter or applicant of the proposed company shall propose only one name in .

(5) The promoter or applicant of the proposed company shall prepare Memorandum of Association (e-MOA) in and Articles of Association (e-AOA) in in accordance with rule 13

Provided that the subscribers and witness or witnesses shall affix their digital signatures to the e-MOA and e-AOA.

(6) For incorporation using application as provided in this rule, provisions of the sub-clause (i) of sub-section (5) of section 4 of the Act, rule 9, and clause (a) of sub-rule (1) of rule 16 to the extent of affixing recent photograph shall not apply.

(7) A company using the provisions of this rule may furnish verification of its registered office under sub-section (2) of section 12 of the Act by filing in which case the company shall attach with such , any of the documents referred to in sub-rule (2) of rule 25

(8) shall not be required to be filed in case the proposed company maintains its registered office at the given correspondence address.

(9)(a) Where the Registrar, on examining , finds that it is necessary to call for further information or finds such application or document to be defective or incomplete in any respect, he shall give intimation to the applicant to remove the defects and re-submit the e-form within fifteen days from  the date of such intimation given by the Registrar

(b) After the re-submission of the document, if the registrar still finds that the document is defective or incomplete in any respect, he shall give one or more opportunity of fifteen days to remove such defects or deficiencies.

Provided that the total period for re-submission of the documents shall not exceed thirty days.

(10) The Certificate of Incorporation of company shall be issued by the Registrar in

38. 

(1) The simplified integrated process for incorporation of a company in alongwith e-Memorandum of Association in  and Article of Association in .

(2) The provisions of sub-rule (2) to sub-rule (13) of rule 36 shall apply mutatis mutandis for incorporation under this rule.

Provided that for the purposes of references to Form numbers , INC- 30 and INC-31 in rule 36 with  and  shall be substituted respectively.

(Effective from 2nd October, 2016)

The application for incorporation of a company under rule 38 shall be accompanied by containing an application for registration of the following numbers, namely:-

(a) GSTIN with effect from 31st March, 2019

(b) EPFO with effect from 8th April, 2019

(c) ESIC with effect from 15th April, 2019

Substituted vide Companies (Incorporation) Fifth Amendment Rules, 2016. To view the notification,Click Here
1. Form INC 32 (SPICe) substituted vide the Companies (Incorporation) Amendment Rules, 2017. 2. Further substituted vide the Companies (Incorporation) Amendment Rules, 2018 w.e.f., 26.01.2018. To view the notificationClick Here and To view the return,Click Here
To view the return,Click Here
To view the return,Click Here
Form INC 32 (SPICe) substituted vide the Companies (Incorporation) Amendment Rules, 2017. To view the notificationClick Here and To view the return,Click Here
To view the return,Click Here
To view the return,Click Here
 Inserted vide the Companies (Incorporation) Amendment Rules, 2018 dated 20.01.2018 to be effective from 26.01.2018. To view the Notification, Click Here
Form INC 32 (SPICe) substituted vide the Companies (Incorporation) Amendment Rules, 2017. To view the notificationClick Here and To view the return,Click Here
 Inserted vide the Companies (Incorporation) Amendment Rules, 2018 dated 20.01.2018 to be effective from 26.01.2018. To view the Notification, Click Here
Substituted vide the Companies (Incorporation) Second Amendment Rules, 2019 dated 06.03.2019 w.e.f., 18.03.2019. To view the Notification, Click Here.
Form INC 32 (SPICe) substituted vide the Companies (Incorporation) Amendment Rules, 2017. To view the notificationClick Here and To view the return,Click Here
Form INC 32 (SPICe) substituted vide the Companies (Incorporation) Amendment Rules, 2017. To view the notificationClick Here and To view the return,Click Here
 Form INC 32 (SPICe) substituted vide the Companies (Incorporation) Amendment Rules, 2017. To view the notificationClick Here and To view the return,Click Here
To view the return,Click Here
To view the return,Click Here
Form INC 32 (SPICe) substituted vide the Companies (Incorporation) Amendment Rules, 2017. To view the notificationClick Here and To view the return,Click Here
Form INC 32 (SPICe) substituted vide the Companies (Incorporation) Amendment Rules, 2017. To view the notificationClick Here and To view the return,Click Here
To view the return,Click Here
 Form INC 32 (SPICe) substituted vide the Companies (Incorporation) Amendment Rules, 2017. To view the notificationClick Here and To view the return,Click Here
Form INC 11 substituted vide the Companies (Incorporation) Amendment Rules, 2017. To view the notificationClick Here and To view the return,Click Here
 inserted vide  The Companies (Incorporation) fourth Amendment Rules ,2016 To view the notification,Click Here
To view the return,Click Here
To view the return,Click Here
To view the return,Click Here
E-Form INC-29 (Integrated Incorporation Form) has been withdrawn by MCA. Use SPICe (Simplified Proforma for Incorporating Company electronically), INC-2 (One Person Company), or INC-7 (Incorporation of Company) e-Forms, as applicable
To view the return,Click Here
To view the return,Click Here
To view the return,Click Here
Inserted vide, the Companies (Incorporation) Third Amendment Rules, 2019 dated 29.03.2019. To view the Notification, Click Here.
To view the Return, Click Here.

24.1.12- Companies (Registration Offices and Fees) Rules, 2014

12. Fees:-

(1) The documents required to be submitted, filed, registered or recorded or any fact or information required or authorised to be registered under the Act shall be submitted, filed, registered or recorded on payment of the fee or on payment of such additional fees as applicable, as mentioned in Table annexed to these rules.

(2) For the purpose of filing the documents or applications for which no e-form is prescribed under the various rules prescribed under the Act,the document or application shall be filed through  or along with fees as applicable and in case a single form is prescribed for multiple purpose, the fee shall be paid for each of the purposes contained in the single form.

(3) For the purpose of filing information to sub-clause(60) of section 2 of the Act, such information shall be filled in along with fee as applicable.

Annexure

Table of Fees (pursuant to rule 12 of the Companies (Registration of Offices and Fees) Rules, 2014)

I. Fee for filings etc. under section 403 of the Companies Act, 2013

Table of fees for the documents required to be submitted, filed, registered or recorded or for any fact or information required or authorized to be registered under the Act, shall be submitted filed, registered or recorded within the time specified in the relevant provision on payment of fee as prescribed hereunder :-

 

(I) In respect of a company having a share capital :Other than OPCs
and Small
Companies (in
rupees)
OPC and Small
Companies (in
rupees)
1. (a) For registration of OPC and small companies whose nominal share capital is less than or equal to Rs.10,00,000.----
(b) For registration of OPC and small companies whose nominal share capital exceed Rs. 10,00,000, , the fee of Rs. 2000 with the following additional fees regulated according to the amount of nominal capital: For every Rs.10,000 of nominal share capital or part of Rs.10,000 after the first Rs.10,00,000 and up to Rs. 50,00,000.--200
2. (a) For registration of a company (other than OPC and small companies) whose nominal share capital is less than or equal to Rs. 10,00,000 at the time of incorporation.----
(b) For registration of a company (other than OPC and small companies) whose nominal share capital exceed Rs. 10,00,000, the fee of Rs.36,000 with the following additional fees regulated according to the amount of nominal capital :----
(i) for every Rs. 10,000 of nominal share capital or part of Rs 10,000 after the first Rs. 10,00,000 upto Rs. 50,00,000.300--
(ii) for every Rs. 10,000 of nominal share capital or part of Rs. 10,000 after the first Rs. 50,00,000 upto Rs. one crore.100--
iii) for every Rs. 10,000 of nominal share capital or part of Rs. 10,000 after the first Rs. 1 crore.75--
Provided further that where the additional fees, regulated according to the amount of the nominal capital of a company, exceed a sum of rupees two crore and fifty lakh, the total amount of additional fees payable for the registration of such company shall not, in any case, exceed rupees two crore and fifty lakhs.
3. For filing a notice of any increase in the nominal share capital of a company, the difference between the fees payable on the increased share capital on the date of filing the notice for the registration of a company and the fees payable on existing authorized capital, at the rates prevailing on the date of filing the notice:
(a) For OPC and small companies whose nominal share capital does not exceed Rs. 10,00,000.--2000
(b) For OPC and small companies, for every Rs. 10,000 of nominal share capital or part of Rs. 10,000 after the first Rs. 10,00,000 and upto Rs. 50,00,000.--200
Other than OPC and small companies
(c) For increase in nominal capital of a company whose nominal share capital does not exceed Rs. 1,00,000.
5000--
(d) For increase in nominal capital of a company whose nominal share capital exceed Rs. 1,00,000, the above fee of Rs. 5,000 with the following additional fees regulated according to the amount of nominal capital :
(i) for every Rs. 10,000 of nominal share capital or part of Rs. 10,000 after the first Rs. 1,00,000 upto Rs. 5,00,000.400--
(ii) for every Rs. 10,000 of nominal share capital or part of Rs 10,000 after the first Rs. 5,00,000 upto Rs. 50,00,000.300--
(iii) for every Rs. 10,000 of nominal share capital or part of Rs. 10,000 after the first Rs. 50,00,000 upto Rs. one crore. 100--
(iv) for every Rs. 10,000 of nominal share capital or part of Rs. 10,000 after the first Rs. 1 crore.75--
Provided further that where the additional fees, regulated according to the amount of the nominal capital of a company, exceed a sum of rupees two crore and fifty lakh, the total amount of additional fees payable for the registration of such company shall not, in any case, exceed rupees two crore and fifty lakhs.
4. For registration of any existing company, except such companies as are by this Act exempted from payment of fees in respect of registration under this Act, the same fee is charged for registering a new company.
5. For submitting, filing, registering or recording any document by this Act required or authorised to be submitted, filed, registered or recorded:
(a) in respect of a company having a nominal share capital of less than Rs. 1,00,000. 200
(b) in respect of a company having a nominal share capital of Rs. 1,00,000 or more but less than Rs.5,00,000.300
(c) in respect of a company having a nominal share capital of Rs. 5,00,000 or more but less than Rs.25,00,000.400
(d) in respect of a company having a nominal share capital of Rs. 25,00,000 or more but less than Rs. 1 crore or more. 500
(e) in respect of a company having a nominal share capital of Rs. 1 crore or more.
Provided that in case of companies to be incorporated with effect from 26.01.2018 with a nominal capital which does not exceed rupees ten lakhs fee shall not be payable.
600
6. For making a record of or registering any fact by this Act required or authorised to be recorded or registered by the Registrar:
(a) in respect of a company having a nominal share capital of less than Rs. 1,00,000. 200
(b) in respect of a company having a nominal share capital of Rs. 1,00,000 or more but less than Rs.5,00,000.300
(c) in respect of a company having a nominal share capital of Rs. 5,00,000 or more but less than
Rs.25,00,000.
400
(d) in respect of a company having a nominal share capital of Rs. 25,00,000 or more but less than Rs. 1 crore or more. 500
(e) in respect of a company having a nominal share capital of Rs. 1 crore or more. 600
(II) In respect of a company not having a share capital :
7. For registration of a company whose number of members as stated in the articles of association, does not exceed 20. --
8. For registration of a company whose number of members as stated in the articles of association, exceeds 20 but does not exceed 200.5000
9. For registration of a company whose number of members as stated in the articles of association, exceeds 200 but is not stated to be unlimited, the above fee of Rs.5,000 with an additional Rs. 10 for every member after first 200.
10. For registration of a company in which the number of members is stated in the articles of association to be unlimited. 10000
11. For registration of any increase in the number of members made after the registration of the company, the same fees as would have been payable in respect of such increase, if such increase had been stated in the articles of association at the time of registration :
Provided that no company shall be liable to pay on the whole a greater fee than Rs. 10,000 in respect of its number of members, taking into account the fee paid on the first registration of the company.
12. For registration of any existing company except such companies as are by this Act exempted from payment of fees in respect of registration under this Act, the same fee as is charged for registering a new company.
13. For filing or registering any document by this Act required or authorized to be filed or registered with the Registrar.
Provided that in case of companies to be incorporated with effect from 26.01.2018 whose number of members as stated in the articles of association, does not exceed 20, fee shall not be payable.
200
14. For making a record of or registering any fact by this Act required or authorised to be recorded or registered by the Registrar.]200
(I) In respect of a company having a share capital :Other than OPCs and Small Companies*OPC and Small Companies
1. (a) For OPC and small companies whose nominal share capital does not exceeds Rs. 10,00,000.----2000
(b)For every Rs. 10,000 of nominal share capital or part of Rs. 10,000 after the first Rs. 10,00,000 and upto Rs. 50,00,000 ----200
(c) For registration of a company whose nominal share capital does not exceeds Rs. 1,00,000.5000---
2. For registration of a company whose nominal share capital exceeds Rs. 1,00,000, the above fee of Rs. 5,000 with the following additional fees regulated according to the amount of nominal capital :
(a) for every Rs. 10,000 of nominal share capital or part of Rs. 10,000 after the first Rs. 1,00,000 upto Rs. 5,00,000
400---
(b) for every Rs. 10,000 of nominal share capital or part of Rs 10,000 after the first Rs. 5,00,000 upto Rs. 50,00,000 300---
(c) for every Rs. 10,000 of nominal share capital or part of Rs. 10,000 after the first Rs. 50,00,000 upto Rs. one crore 100---
(d) for every Rs. 10,000 of nominal share capital or part of Rs.10,000 after the first Rs. 1 crore.
Provided that where the additional fees, regulated according to the amount of the nominal capital of a company, exceeds a sum of rupees two crore and fifty lakh, the total amount of additional fees payable for the registration of such company shall not, in any case, exceed rupees two crore and fifty lakhs.
75---
3. For filing a notice of any increase in the nominal share capital of a company, the difference between the fees payable on the increased share capital on the date of filing the notice for the registration of a company and the fees payable on existing authorized capital, at the rates prevailing on the date of filing the notice.
4. For registration of any existing company, except such companies as are by this Act exempted from payment of fees in respect of registration under this Act, the same fee is charged for registering a new company.
5. For submitting, filing, registering or recording any document by this Act required or authorised to be submitted, filed, registered or recorded
(a) in respect of a company having a nominal share capital of up to 1,00,000.
200---
(b) in respect of a company having a nominal share capital of Rs. 1,00,000 or more but less than Rs.5,00,000. 300---
(c) in respect of a company having a nominal share capital of
Rs. 5,00,000 or more but less than Rs. 25,00,000
400---
(d) in respect of a company having a nominal share capital of Rs.25,00,000 or more but less than Rs. 1 crore or more. 500---
(e) in respect of a company having a nominal share capital of Rs. 1 crore or more. 600---
6. For making a record of or registering any fact by this Act required or authorised to be recorded or registered by the Registrar -
(a) in respect of a company having a nominal share capital of up to 1,00,000.
200---
(b) in respect of a company having a nominal share capital of Rs. 1,00,000 or more but less than Rs.5,00,000. 300---
(c) in respect of a company having a nominal share capital of Rs. 5,00,000 or more but less than Rs. 25,00,000400---
(d) in respect of a company having a nominal share capital of Rs. 25,00,000 or more but less than Rs. 1 crore or more.500---
(e) in respect of a company having a nominal share capital of Rs. 1 crore or more.600---
(II) In respect of a company not having a share capital :
7. For registration of a company whose number of members as stated in the articles of association, does not exceed 202000
8. For registration of a company whose number of members as stated in the articles of association, exceeds 20 but does not exceed 200
9.For registration of a company whose number of members as stated in the articles of association, exceeds 200 but is not stated to be unlimited, the above fee of Rs.5,000 with an additional Rs. 10 for every member after first 200.
5000
10. For registration of a company in which the number of members is stated in the articles of association to be unlimited.
11. For registration of any increase in the number of members made after the registration of the company, the same fees as would have been payable in respect of such increase, if such increase had been stated in the articles of association at the time of registration Provided that no company shall be liable to pay on the whole a greater fee than Rs. 10,000 in respect of its number of members, taking into account the fee paid on the first registration of the company.
12. For registration of any existing company except such companies as are by this Act exempted from payment of fees in respect of registration under this Act, the same fee as is charged for registering a new company.
10000
13. For filing or registering any document by this Act required or authorized to be filed or registered with the Registrar.200
14. For making a record of or registering any fact by this Act required or authorized to be recorded or registered by the Registrar.200

The above table prescribed for small companies (as defined under section 2(85) of the Act) and one person companies defined under Rule related to Chapter II read with section 2(62) of the Act shall be applicable provided the said company shall remain as said class of company for a period not less than one year from its incorporation.

(1) The above table prescribed for small companies (as defined under section 2(85) of the Act) and one person companies defined under Rule related to Chapter II r/w 2(62) of the Act shall be applicable provided the said company shall remain as said class of company for a period not less than one year from its incorporation.

The above table of fee shall be applicable for any such intimation to be furnished to the Registrar or any other officer or authority under section 159 of the Act, filing of notice of appointment of auditors or Secretarial Auditor or Cost Auditor.

(2) The above table of fee shall be applicable for any such intimation to be furnished to the Registrar or any other officer or authority under section 159 of the Act, filing of notice of appointment of auditors or Secretarial Auditor or Cost Auditor.

The above table of fee and calculation of fee as applicable for increase in authorised capital shall be applicable for revised capital in accordance with sub-section (11) of 233 of the Act, (after setting off fee paid by the transferor company on its authorised capital prior to its merger or amalgamation with the transferee company).

(3) The above table of fee and calculation of fee as applicable for increase in authorised capital shall be applicable for revised capital in accordance with sub-section (11) of 233 of the Act, (after setting off fee paid by the transferor company on its authorised capital prior to its merger or amalgamation with the transferee company).

The above table of fee shall be applicable for filing revised financial statement or board report under section 130 and 131 of the Act.

(4) The above table of fee shall be applicable for filing revised financial statement or board report under section 130 and 131 of the Act.

Following Table of additional fee shall be applicable for delay in filing of forms other than for increase in Nominal Share capital or forms under section 92/ 137 of the Act.

Sl. No.Period of delaysForms excluding charge documents (Substituted vide the Companies (Registration Offices and Fees) Third Amendment Rules, 2019 dated 30.04.2019) Forms including charge documents
01upto 15 days (sections 139 and
157)
One time
02More than 15 days and upto 30
days (Sections 139 and 157) and
upto 30 days in remaining forms.
2 times of normal filing fees
03More than 30 days and upto 60
days
4 times of normal filing fees
04More than 60 days and upto 90
days
6 times of normal filing fees
05More than 90 days and upto 180
days
10 times of normal filing fees
06Beyond 180 days 12 times of normal filing fees

Note- The belated filing of documents/forms (including increasing in nominal capital and delay caused thereon) which were due to be filed whether in Companies Act, 1956 Act or the Companies Act,2013 Act i.e due for filing prior to notification of these fee rules , the fee payable at the time of actual filing shall be applicable.

B. Following table of additional fees shall be applicable for delays in filing of the forms other than for increase in Nominal Share Capital

Sl NoPeriod of delaysForms including charge documents
01up to 15 days (sections 93,139 and 157)One time
02More than 15 days and up to 30 days (Sections 93, 139 and 157) and up to 30 days in remaining forms2 times of normal filing fees
03More than 30 days and up to 60 days4 times of normal filing fees
04More than 60 days and up to 90 days6 times of normal filing fees
05More than 90 days and up to 180 days10 times of normal filing fees
06More than 180 days and up to 270 days12 times of normal filing fees

Note;- (1)The additional fee shall also applicable to revised financial statement or board’s report under sections 130 and 131 of the Act and secretarial audit report filed by the company secretary in practice under section 204 of the Act.

(2) The belated filing of documents/forms (including increasing in nominal capital and delay caused thereon) which were due to be filed whether in Companies Act, 1956 Act or the Companies Act, 2013 Act i.e due for filing prior to notification of these fee rules , the fee applicable at the time of actual filing shall be applicable. (3) Delay beyond 270 days, the second proviso to sub-section (1) of section 403 of the Act may be referred.

C. For increase in authorised capital, the additional fees shall be applicable at the following rates:-

Delay upto 6 monthsDelay beyond 6 months
slab2.5 % per month on the fees payable under para I.3 or II.12 of Table A above as the case may be.3% per month on the fees payable under para I.3 or II.12 of Table A above as the case may be.

(1) The above fee table shall also be applicable for delay in filing application with Registrar under sub-section (11) of section 233 of the Act.

For Forms under section 92 or 137:- (i) In case the period within which a document required to be submitted under section 92 or \37 of the Act expires after 30/06/2018, the additional fee mentioned in Table shall be payable –

Sl. No.Period of delayAdditional fee payable fin Rs.')
01Delay beyond period provided
under Section 92(4) of the Act
One Hundred per day
02Delay beyond period provided
under Section 137 (1) of the Act
One Hundred per day

(ii) In all other cases where the belated annual returns or balance sheet/financial statement which were due to be filed whether in the companies Act, 1956 or the companies Act, 2013 the following additional fee mentioned in Table shall be payable:-

Sl. No.
Period of delayAdditional fee payable (in Rs.) upto
30/06/2018
plus Rs. 100 per
day with effect
from
1/07 /2018
1upto 30 days 2 times of normal filing
fees
2More than 30 days
and upto 60 days
4 times of normal filing
fees
3More than 60 days
and upto 90 days
6 times of normal filing
fees
4More than 90 days
and upto 180 days
10 times of normal filing
fees
5Beyond 180 days 12 times of normal filing
fees

Note:(1)The additional fee shall also be applicable to revised financial statement or board’s report under section 130 and 131 of the Act and secretarial audit report filed by the company secretary in practice under section 204 of the Act.

(2) The belated filing of documents/forms (including increasing in nominal capital and delay caused thereon) which were due to be filed whether in Companies Act, 1956 Act or the Companies Act, 2013 Act i.e due for filing prior to notification of these fee rules, the fee payable at the time of actual filing shall be applicable.

 

(a) charges created or modified before the 2nd November, 2018, and allowed to be filed within a period of three hundred days of such creation or six months from the 2nd November, 2018, as the case may be, the following additional fees shall be payable:-

Sl.No.Period of delayAdditional Fee applicable
1.Up to 30 days2 times of normal fees
2.More than 30 days and up to 60 days4 times of normal fees
3.More than 60 days and up to 90 days6 times of normal fees
4.More than 90 days and up to 180 days10 times of normal fees
5.More than 180 days12 times of normal fees

(b) For the charges created or modified on or after the 2nd November, 2018:-

(A) The following additional fees or advalorem fees, as the case may be, shall be payable up to 31st July, 2019, by all companies:-

Sl.No.Period of delayAdditional/Advalorem Fees applicable
1.Up to 30 days2 times of normal fees
2.More than 30 days and up to 60 days4 times of normal fees
3.More than 60 days and up to 90 days6 times of normal fees

(B) the following additional fees or advalorem fees as the case may be, shall be payable with effect from 1st August, 2019:-

Sl.No.Period of delaySmall Companies and One Person CompanyOther than Small Companies and One Person Company
1.Up to 30 days3 times of normal fees6 times of normal fees
2.More than 30 days and up to 90 days3 times of normal fees plus an ad valorem fee of 0.025 per cent. of the amount secured by the charge, subject to the maximum of one lakh rupees.6 times of normal fees, plus an ad valorem fee of 0.05 per cent. of the amount secured by the charge, subject to the maximum of five lakh rupees.

II. FEE ON APPLICATIONS (including Appeal) made to Central Government under sub-section (2) of Section 459 of the Companies Act, 2013.

1For Application madeOther than OPCs and Small CompaniesOPC and Small
Companies
(i)By a company having an authorized share capital of:
(a) Upto Rs.25,00,000

2,000

1,000
b) More than Rs.25,00,000 and upto Rs.50,00,0005,0002,500
c) More than 50,00,000 and upto Rs. 5,00,00,00010,000---
d) More than Rs. 5,00,00,000 and upto Rs. 10 crores15,000---
e) More than Rs. 10 crores20,000---
(ii)By a company limited by guarantee but not having a
share capital
2,000---
(iii)By an Association or proposed company for issue of license under section 8 of the Act2,000---
(iv)By a company having a valid license issued under section 8 of the Act2,000---
(v)By a foreign company5,000---
(vi)Application for allotment of Director Identification Number (DIN) under section 153 of the Act500500 [inserted vide Companies (Registration Offices and Fees)
Second Amendment Rules, 2016. dated 07/11/2016]
(vii)[inserted vide Companies (Registration Offices and Fees)
Second Amendment Rules, 2016. dated 07/11/2016]
For surrender of Director Identification Number under rule 11(f) of the Companies (Appointment and Qualification of Directors) Rules 201410001000

(1) Every application to the Registrar of Companies filed by any person for reservation of name under sub-section (4) of section 4 of the Companies Act, 2013 shall be accompanied with the fee of Rs. 1,000/-.

(2) For every application made to Regional Director (including appeal) or Registrar of Companies (except specifically stated elsewhere), Table of fees as above shall be applicable. Note: The separate fee schedule shall be prescribed under subsection (2) of section 459 of the Act for applications to be filed before Tribunal.

III. Annual Fee payable by a dormant company under sub-section (5) of section 455 of the Companies Act, 2013.

1For Application madeOther than OPCs and Small CompaniesOPC and Small Companies
(i)By a company having an authorized share capital of
(a) Upto Rs.25,00,000
20001000
(b) More than Rs.25,00,000 and upto Rs.50,00,00050002500
(c) More than 50,00,000 and upto Rs.5,00,00,00010,000---
d) More than Rs. 5,00,00,000 and upto Rs. 10 crores15,000---
e) More than Rs. 10 crores20,000---
(ii)By a company limited by guarantee but not having a share capital2,000---

IV. Fee for Inspection and providing certified copies of documents kept by the Registrar under section 399 of the Act.

(i) Under clause (a) of sub-section (1) of section 399 of the Act – Rs.100/-

(ii) Under clause (b) of sub-section (1) of section 399 of the Act

(a) For copy of Certificate of Incorporation – Rs.100/-

(b) For copy or extract of other documents including hard copy of such document on computer readable media – Rs.25 per page.

V. Fee for registration of documents under section 385 of the Act.

Rs.6000/- for each document.

VI. Fees for Removal of Names of Companies from the Registrar of Companies under section 248 (2) of the Act.

Rs.5000/-

i) Fee payable till the 30th April of every financial year in respect of e-form DIR-3 KYC as at the 31st March of immediate previous year.----
ii) Fee payable (in delayed case).Rs.5000

Note:

For the current financial (2018-2019), no fee shall be chargeable till , the 31 st August, 2018 and fee of Rs.5000 shall be payable on or after the 1st September, 2018

(i) Subject to serial number (iii) below, fee payable till the 30th September of every financial year in respect of e-form DIR-3 KYC or DIR-3 KYC-WEB through web service, as the case may be, for the immediate previous financial year.------
(ii) Fee payable (in delayed case).Rs.5000
(iii) Fee payable if the individual failed to file e-form DIR-3 KYC or DIR-3 KYC-WEB through web service,as the case may be, for the immediate previous financial year (in delayed case).Rs.5000
(i) Fee payable till 15.06.2019 on e -form ACTIVE (Substituted vide the Companies (Registration Offices and Fees) Second Amendment Rules, 2019 dated 25.04.2019)---- (Substituted vide the Companies (Registration Offices and Fees) Second Amendment Rules, 2019 dated 25.04.2019)
(ii) Fee payable (in delayed case). (Substituted vide the Companies (Registration Offices and Fees) Second Amendment Rules, 2019 dated 25.04.2019)Rs.10,000 (Substituted vide the Companies (Registration Offices and Fees) Second Amendment Rules, 2019 dated 25.04.2019)

 

(i) Fee payable till 25.04.2019 on e - form ACTIVE----
(ii) Fee payable (in delayed case).Rs. 10,000

INSTRUCTIONS

1.Payment of fees – Except as otherwise provided elsewhere, the table of fees annexed to the Companies (Registration Offices and Fees), Rules 2014, shall be payable in the following head. (1) fees payable to the Registrar in pursuance of the Act or any rule or regulation made or notification issued thereunder shall be paid to the Registrar on any authorized bank by the Ministry of Corporate Affairs and acting as the agent of the Reserve Bank of India for credit under the following head, namely : –

Major HeadAlphanumeric code descriptionAccount CodeSerial CodeSource category
check digit
1475Other general Economic service Regulation of joint stock companies14750010514750006113
(a) Registration fees1475001059914750032114
(b) Filing fees1475001059814750033117
(c) inspection and copying fee1475001059714750034112
(d) other fees1475001059614750035119

(2) Where application is filed through electronic media or through any other computer readable media, the user may choose any one of the following payment options namely, (i) Credit Card; or (ii) Internet Banking; or (iii) Remittance at the Bank Counter or (iv) any other mode as approved by the Central Government. The requisite fee as specified in Companies (Registration Offices and Fees), Rules 2014 shall be payable through any of the accredited branches of the following Banks.

(a) Punjab National Bank

(b) State Bank of India

(c) Indian Bank

(d) ICICI Bank

(e) HDFC Bank

(f) Union Bank of India

(3) The fees payable to the Registrars may be paid bank drafts payable at drawn on banks, located at the same city or town as the office of the Registrar :

(4) Where a fee payable to the Registrar is paid through bank drafts as, aforesaid it shall not be deemed to have been paid unless and until the relevant drafts are cashed and the amount credited.

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Substituted vide the Companies (Registration Offices and Fees) Amendment Rules, 2018 dated 20.01.2018 to be effective from 26.01.2018. To view the Notification, Click Here
Substituted vide the Companies (Registration Offices and Fees) Amendment Rules, 2018 dated 20.01.2018 to be effective from 26.01.2018. To view the Notification, Click Here
Substituted vide the Companies (Registration Offices and Fees) Amendment Rules, 2018 dated 20.01.2018 to be effective from 26.01.2018. To view the Notification, Click Here
Substituted vide the Companies (Registration Offices and Fees) Amendment Rules, 2018 dated 20.01.2018 to be effective from 26.01.2018. To view the Notification, Click Here
Substituted vide the Companies (Registration Offices and Fees) Amendment Rules, 2018 dated 20.01.2018 to be effective from 26.01.2018. To view the Notification, Click Here
Substituted vide companies (Registration offices and Fees) Second Amendment Rules, 2018 dated 07.05.2018 . To view the notification, Click Here
Inserted vide companies (Registration offices and Fees) Second Amendment Rules, 2018 dated 07.05.2018 . To view the notification, Click Here
Inserted vide the Companies (Registration Offices and Fees) Third Amendment Rules, 2019 dated 30.04.2019. To view the Notification, Click Here.
Inserted vide the Companies (Registration Offices and Fees) Third Amendment Rules, 2018 dated 5.07.2018 w.e.f., 10.07.2018. To view the Notification, Click Here
Substituted vide companies (Registration Offices and Fees ) Fifth Amendment Rules, 2018 dated 20.09.2018. To view the notification,Click Here
Substituted vide the Companies (Registration Offices and Fees) Fourth Amendment Rules, 2018 dated 21.08.2018. To view the Notification, Click Here
Substituted vide Companies (Registration Offices and Fees) Fourth Amendment Rules, 2019 dated 25th July,2019. To view the notification Click Here
Inserted vide the companies (Registration offices and Fees) Amendment Rules, 2019 dated 21.02.2019 w.e.f., 25.02.2019. To view the Notification, Click Here.

27.3.66-National Company Law Tribunal Rules, 2016

66. Application under sub- section (7) of section 7-

(1). An application under sub-section (7) of section 7 of the Act shall be filed to the Tribunal in  and shall be accompanied by such documents as are mentioned in 

(2) Every application filed under sub rule (1) shall also set out the following particulars, namely:-

(a) Name of the company and other details including date of incorporation, name and address of the subscribers, promoters and first directors; and

(b) details of false or incorrect information or representation or material facts or information suppressed.

(c) details of such documents in or declaration filed or made for incorporating such company,

(d) involvement of promoters, subscribers and first directors in committing fraud during the course of incorporation;

(3) subject to the provisions contained in proviso to sub-section (7) of Section 7, the Tribunal may pass such orders, as it may think fit in accordance with clauses (a) to (e) of said sub-section (7).

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To view the annexure,Click Here

Commencement Notification Dated 27.07.2018


Companies (Incorporation) Amendment Rules, 2015 [GSR 349(E)] dated 01/05/2015


Companies (Incorporation) Amendment Rules, 2016 dated 22/01/2016


Companies (Incorporation) Fifth Amendment Rules,2016 dated 29/12/2016


Companies (Incorporation) Second Amendment Rules, 2015 dated 29/05/2015


Companies (Incorporation) Third Amendment Rules, [GSR 743(E)] dated 27/07/2016


Companies (Registration offices and Fees) Second Amendment Rules, 2018 dated 07/05/2018


Companies (Registration offices and fees) Second Amendment Rules,2016 [GSR 1049(E)] dated 07/11/2016


Companies(Incorporation) Fourth Amendment Rules, 2016 dated 01/10/2016


Enforcement Notification S.O. 1934(E) dated 01/06/2016


Enforcement Notification S.O. 3677(E) dated 07/12/2016


Enforcement Notification S.O. 902(E) dated 26/03/2014


Powers delegated to CRC for disposal of forms relating to registration of a Company [S.O. 1211(E)] dated 23/03/2016


The Companies (Amendment) Act, 2017 (Effective from 03.01.2018)


The Companies (Incorporation) Amendment Rules, 2017 dated 25/01/2017


The Companies (Incorporation) Amendment Rules, 2018 dated 20.01.2018


The Companies (Incorporation) Second Amendment Rules, 2019 dated 06.03.2019


The Companies (Incorporation) Sixth Amendment Rules, 2019 dated 07.06.2019 w.e.f., 15.08.2019


The Companies (Registration Offices and Fees) Amendment Rules, 2018 dated 20.01.2018 [effective from 26.01.2018]


General circular 12/2014


General Circular 16/2014


FORM DIR-12 Particulars of appointment of directors and the key managerial personnel and the changes among them


Form DIR-2 Consent to act as a director of a company


Form INC 11


Form INC 11 (Effective from 30.01.2017)

GOVERNMENT OF INDIA

MINISTRY OF CORPORATE AFFAIRS

Central Registration Centre

Certificate of Incorporation

[Pursuant to sub-section (2) of section 7 of the Companies Act, 2013 (18 of 2013) and rule 18 of the Companies (Incorporation) Rules, 2014]

I hereby certify that <name of the company> is incorporated on this (i.e. FIRST, SECOND etc) day of <Month of approval of the work item in words> two thousand <YEAR of approval of the work item in words> under the Companies Act, 2013 (18 of 2013) and that the company is <limited by shares/limited by guarantee/unlimited company>.

The Corporate Identity Number of the company is <CIN>

The Permanent Account Number (PAN) of the company is <PAN>*/@

Given under my hand at <Name of the city where the Registrar of Companies office is located> this < Date of approval of the work item in words (i.e FIRST, SECOND etc.)> day of <Month of approval of the work item in words> <YEAR of approval of the work item in words>.

Digital Signature Certificate

<Full name of the Authorising officer approving the work-item>

<Assistant Registrar of Companies/ Deputy Registrar of Companies/ Registrar of Companies>

For and on behalf of the Jurisdictional Registrar of Companies

Registrar of Companies

Central Registration Centre

Disclaimer: This certificate only evidences incorporation of the company on the basis of documents and declarations of the applicant(s). This certificate is neither a license nor permission to conduct business or solicit deposits or funds from public. Permission of sector regulator is necessary wherever required. Registration status and other details of the company can be verified on www.mca.gov.in

___________________________________________________________________________________________________________________________________________

Mailing Address as per record available in Registrar of Companies office:

< Name of the company >

< Address of the correspondence/registered office of the company >            Government Seal

*as issued by the Income tax Department.

@ This sentence along with the footnotes, would be indicated in the certificate only in cases where the PAN is allotted by the Income tax Department at the time of incorporation.

Inserted vide the Companies (Incorporation) Sixth Amendment Rules, 2019 dated 07.06.2019 w.e.f., 15.08.2019. To view the Notification, Click Here.

Form INC 32 (Effective from 30.01.2017)


Form NCLT 1-Original Application / Reply / Rejoinder / Interlocutory Application or filing of additional documents under directions of the Bench


FORM NO. CHG.8 Application to Central Government for extension of time for filing particulars of registration of creation / modification / satisfaction of charge OR for rectification of omission or misstatement of any particular in respect of creation/ modification/ satisfaction of charge


Form No. GNL 2 Form for submission of documents with the Registrar


Form No. GNL 3 Particulars of person(s) or Key Managerial personnel charged or specified for the purpose of sub clause (iii) or (iv) of clause 60 of section 2


FORM NO. GNL-1 Form for filing an application with Registrar of Companies


Form No. INC 32


Form No. INC 33


Form No. INC 34


Form No. INC-13 Memorandum of Association


Form No. INC-14 Declaration


FORM NO. INC-29 Integrated Incorporation Form (Omitted w.e.f 01.01.2017)


Form No. INC-8 Declaration


Form No. INC-9 Declaration

Form No. INC-9
 Affidavit
[Pursuant to section 7(1)(c) of the Companies Act, 2013 and rule 15 of the Companies (Incorporation) Rules, 2014]

Name of the proposed company:
I …………………., being the subscriber to the memorandum / named as first director in the articles, of the above named proposed company, hereby solemnly declare and affirm that:

  • I have not been convicted of any offence in connection with the promotion, formation or management of any company during the preceding five years; and
  • I have not been found guilty of any fraud or misfeasance or of any breach of duty to any company under this Act or any previous company law during the preceding five years; and
  • All the documents filed with the Registrar for registration of the company contain information that is correct and complete and true to the best of my knowledge and belief.

Date:                                                                                                                                                           Signature:
Place:

Substituted vide The Companies (Incorporation) Third Amendment Rules, 2018 dated 27.07.2018 To view the Notification,Click Here

FORM NO. INC.2 One Person Company- Application for Incorporation (Omitted w.e.f 01.01.2017)


FORM NO. INC.22 Notice of situation or change of situation of registered office


FORM NO. INC.7 Application for Incorporation of Company (Other than OPC)- [Substituted with new INC 7]


INC 31


INC-11 (w.e.f 01.01.2017)


INC-7 Application for Incorporation of Company (Part I Company and Company with more than seven subscribers (w.e.f 01.01.2017)


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