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Incorporation of a Company


The Act of 1956 defines it as a company formed and registered under the Act.

Company is an association of persons who contribute moneys or monies worth to a common stock and employ it for a common purpose. The common stock means capital.

Lord Lindley

Important Terms

A company is said to be incorporated when it is registered with the Registrar of Joint Stock Companies.

A promoter is a person who undertakes the necessary preliminary steps incidental to the formation of a company .

Formation of a Company

A company comes into existence when a number of persons come together with a view to commence some business. It should be lawful.

An incorporated company may be:

-limited by share

-limited liability

Duties Of A Promoter

Preparation of Memorandum of Association.

2. Preparation of Articles of Association. 3.Entering into Preliminary Contracts. 4.Registration of the Company.

Procedures for Registration/Incorporation

The promoter has to decide the proposed form of the company. In case of public company there must be seven persons and for private company two persons.
Decide the name of the company.

It should be registered with Registrar of Companies in the state where the registered office is situated.
The Registrar of Companies may raise objections to certain names if they are not desirable.

After the name is made available, application for registration shall be presented to the Registrar. It should contain the following documents ; 1.Memorandum and Articles of Association of the company with necessary stamp duty and filing fees according to the authorized capital of the company.

2.Agreement, if any, in which, the company proposes to enter into with any individual for appointment as full - time Director or Manager.

3. A statement of nominal capital.

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

Certificate of Incorporation (Sec.34)


If the Registrar is satisfied with all the requirements, he shall register the company and issue a Certificate of Incorporation under his hand and seal.
This is issued by the Registrar of Joint Stock Company.

According to Sec.35,the Certificate of Incorporation given by the Registrar shall be a conclusive evidence that:
1. All the requirements of the Act and

the Rules framed there under have been complied with, in respect of registration.

2 .Company is duly registered. 3. Company came into existence on the date of certification.