Documents Required for Company Registration in India

Company incorporation in India is governed principally by the Companies Act, 2013 and the Companies (Incorporation) Rules, 2014, as amended. Applications are filed electronically with the Registrar of Companies through the Ministry of Corporate Affairs (MCA) system using SPICe+ and its linked forms.

Companies Act, 2013: Section 7 - Incorporation of Company

Section 7 of the Companies Act, 2013 sets out the principal documents and information to be filed with the Registrar for incorporation. These include the memorandum and articles, prescribed compliance declaration, correspondence address until the registered office is established, particulars and identity proof of subscribers, and particulars of first directors including their interests and consent to act.

Under Section 7(2), the Registrar registers the documents and information filed in accordance with the section and issues the certificate of incorporation. Under Section 7(3), the company is allotted a Corporate Identity Number (CIN). Section 7 also contains serious consequences for false or incorrect particulars or suppression of material information in incorporation documents.

Current MCA Forms Used for Incorporation

The Ministry of Corporate Affairs uses an integrated incorporation service. The forms and linked services ordinarily relevant to a new company include:

The integrated process can also facilitate allotment of PAN and TAN with incorporation. The exact linked registrations available or mandatory should be checked in the current MCA form and instruction material before submission.

Documents and Information for Subscribers and First Directors

The precise attachments vary according to whether a subscriber or director is an Indian citizen, foreign national, resident, non-resident, individual or body corporate. Commonly required information and documents include:

• PAN, where applicable;
• proof of identity;
• proof of residential address;
• email address and mobile number;
• nationality, occupation and other prescribed personal particulars;
• Director Identification Number (DIN), where already allotted;
• application for DIN through SPICe+ for eligible proposed directors who do not already have DIN, subject to the current form limits and rules;
• consent to act as director in the prescribed manner;
• particulars of interests in other firms or bodies corporate as required;
• Digital Signature Certificate (DSC) for persons required to digitally sign the incorporation forms; and
• additional notarisation, apostille or consular authentication where required for documents executed outside India.

Body Corporate as Subscriber

Where a company or other body corporate subscribes to the proposed company's memorandum, additional constitutional and authorisation documents may be required, including evidence of incorporation and a board resolution or other valid authorisation identifying the authorised representative and the subscription.

Registered Office Documents

Section 12 of the Companies Act, 2013 governs the registered office of a company. The company must have a registered office capable of receiving and acknowledging communications and notices and must furnish verification of the registered office to the Registrar within the statutory period and in the prescribed manner.

If the registered office address is provided and verified as part of SPICe+, typical supporting documents may include:

• proof of ownership or right to use the premises;
• rent or lease agreement where the premises are rented or leased;
• authorisation or no-objection evidence from the owner, where applicable; and
• a recent utility bill or other prescribed address evidence showing the premises.

MCA's incorporation guidance states that INC-22 is not required with SPICe+ where the company is registered with the same address as its correspondence address. If the registered office is different, INC-22 is required within the period prescribed for intimating the registered office. Current filing requirements should be verified on the MCA portal.

Memorandum and Articles of Association

The Memorandum of Association (MOA) states fundamental matters concerning the company, including its name, State in which the registered office is to be situated, objects, liability and capital or subscription provisions as applicable. The Articles of Association (AOA) contain the company's internal governance rules, subject to the Companies Act.

For eligible incorporations, the MOA and AOA are filed electronically as INC-33 (e-MOA) and INC-34 (e-AOA). MCA rules and FAQs prescribe circumstances in which physically signed or PDF MOA/AOA may instead be attached, including specified cases based on the nature or number of subscribers and other conditions. Section 8 company incorporation also has specific requirements.

Subscriber details, authorised capital, subscribed capital, number of shares and the objects stated in SPICe+ must be consistent with the MOA and other incorporation documents.

INC-9 Declaration

INC-9 is the prescribed declaration relating to subscribers and persons named as first directors. Under the current electronic incorporation process it may be auto-generated in eligible cases. Where electronic generation is not available because of the circumstances of the subscribers or directors, the declaration must be provided in the manner prescribed by the Companies (Incorporation) Rules, 2014 and MCA requirements.

Professional Declaration and Certification

Section 7 requires the prescribed declaration of compliance in connection with incorporation. The SPICe+ filing framework includes professional certification and declarations as applicable. The professional engaged in incorporation should verify the applicable Companies Act and rules, identity and address evidence, constitutional documents and attachments before certification.

Special Cases and Additional Documents

Additional records or approvals may be necessary depending on the proposed company and its objects. Examples include:

• approval or no-objection from a sector regulator where the proposed name or objects require regulatory approval;
• documents for a Section 8 company formed for charitable or specified not-for-profit objects;
• documents for a One Person Company, including nominee-related particulars and consent as prescribed;
• foreign subscriber or foreign director documents with applicable notarisation, apostille or consular authentication;
• trademark owner's consent where a proposed name requires it under the naming rules;
• body corporate subscriber authorisation; and
• documents supporting a proposed name or objects where MCA requests substantiation.

Practical ROC Incorporation Checklist

1. Decide the company type, proposed objects, authorised capital and shareholding structure.
2. Obtain DSCs for the proposed subscribers and directors who are required to digitally sign.
3. Register the relevant users on the MCA portal and associate DSCs where required.
4. Apply for name reservation through SPICe+ Part A or use the permitted integrated route.
5. Prepare identity, address, registered-office and subscriber/director documents.
6. Complete SPICe+ Part B.
7. Prepare and link e-MOA, e-AOA, INC-9 and AGILE-PRO-S as applicable.
8. Attach any special approvals, authorisations, foreign-document authentication or other prescribed evidence.
9. Have the forms digitally signed and professionally certified where required.
10. Pay the applicable statutory filing and stamp duty amounts generated through the MCA system.
11. Respond accurately to any resubmission requirement raised by the processing authority.
12. After approval, retain the Certificate of Incorporation, CIN, PAN, TAN, MOA, AOA and complete incorporation record.

What Replaced the Old Companies Act, 1956 Forms?

This checklist is a general guide. Required documents can vary with company type, subscribers, directors, registered office, State, proposed objects and regulatory approvals.

Back to top