a. Certificate of Incorporation

Certificate of Incorporation | Companies Act 2013 | LL.B. Study Resource

⚠ DISCLAIMER: This resource is for educational purposes only and does not constitute legal advice. Always refer to the official Companies Act, 2013 and consult a qualified legal professional for specific legal matters.

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Meaning & Definition Legal Nature Section 7 Explained Documents Required Registration Process CIN & Corporate Identity Effect of Incorporation Fraud & Penalties Cancellation Summary Table

📖 1. Meaning & Definition of Certificate of Incorporation

What is a Certificate of Incorporation?

A Certificate of Incorporation is an official document issued by the Registrar of Companies (ROC) under the Companies Act, 2013, confirming that a company has been duly registered and legally born into existence.

      🔑 Key Point: It is the birth certificate of a company — just like a human needs a birth certificate to prove their existence, a company needs a Certificate of Incorporation to prove it is a legally recognised entity.
    

Section Reference

Section 7(2) — The Registrar shall register all documents and information and issue a Certificate of Incorporation in the prescribed form to the effect that the proposed company is incorporated under this Act.
The certificate is conclusive evidence of incorporation (Section 9 read with Section 7).

Simple Example

      Example: Mr. Ram, Mr. Shyam, and Ms. Priya want to start a Private Limited Company called "TechIndia Solutions Pvt. Ltd." They file the required documents (MOA, AOA, declarations, etc.) with the ROC, Kolkata. After verification, the ROC issues a Certificate of Incorporation — from that moment, "TechIndia Solutions Pvt. Ltd." is legally alive as a separate person distinct from Ram, Shyam, and Priya.
    

⚖️ 2. Legal Nature & Importance

Why is it Important?

It is conclusive evidence that all requirements of the Companies Act regarding registration have been complied with.
Courts cannot question the validity of incorporation on the ground that requirements were not fulfilled — once the certificate is issued, it is final.
It marks the date of birth of the company — the company comes into existence on the date mentioned in the certificate.
It triggers the allotment of CIN (Corporate Identity Number) by the Registrar.

      Important Principle: The Certificate of Incorporation is conclusive — not prima facie. This means it cannot be challenged on technical grounds once issued. This protects third parties who deal with the company in good faith.
    

Landmark Case

      Moosa vs. Ebrahim (1928): Once a Certificate of Incorporation is issued, it is conclusive evidence of incorporation. Courts do not inquire into whether all procedural requirements were met prior to incorporation.
    

📋 3. Section 7 — Incorporation of Company (Detailed Explanation)

Section 7 of the Companies Act, 2013 deals comprehensively with the process of incorporation. It has 7 sub-sections:

Sub-section 7(1) — Documents to be Filed

The following documents must be filed with the ROC within whose jurisdiction the registered office is proposed to be situated:

(a) Memorandum of Association (MOA) and Articles of Association (AOA) — duly signed by all subscribers.
(b) Declaration by a professional (Advocate / CA / CMA / CS in practice) + a person named as Director/Manager/Secretary — confirming compliance with the Act.
(c) Declaration from subscribers and first directors — that they are not convicted of any offence related to promotion, formation, or management of any company in the last 5 years, and all documents are correct.
(d) Address for correspondence till registered office is established.
(e) Particulars of subscribers — name, residential address, nationality, proof of identity.
(f) Particulars of first directors — DIN (Director Identification Number), residential address, nationality, proof of identity.
(g) Consent and interests of first directors in other firms or bodies corporate.

Sub-section 7(2) — Issuance of Certificate

After verification of all documents, the Registrar registers the documents and issues the Certificate of Incorporation in the prescribed form.
The certificate states that the proposed company is incorporated under this Act.

Sub-section 7(3) — CIN Allotment

On and from the date mentioned in the Certificate, the Registrar shall allot a Corporate Identity Number (CIN) — a distinct identity number for the company.
The CIN is included in the Certificate of Incorporation itself.

Sub-section 7(4) — Preservation of Documents

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

Sub-section 7(5) — Penalty for False Information

If any person furnishes false or incorrect particulars or suppresses material information in documents filed for registration — he shall be liable for action under Section 447 (Fraud).

Sub-section 7(6) — Post-Incorporation Fraud

If it is proved after incorporation that the company was incorporated by furnishing false/incorrect information or by fraudulent action — the promoters, first directors, and persons making declarations shall each be liable for action under Section 447.

Sub-section 7(7) — Powers of Tribunal

If fraudulent incorporation is proved, the Tribunal (NCLT) may, on application:

Pass orders for regulation of management (including changes in MOA/AOA).
Direct that liability of members shall be unlimited.
Direct removal of the name from the register of companies.
Pass order for winding up of the company.
Pass such other orders as it may deem fit.

      Note (Proviso): Before making any order under sub-section (7), the company must be given a reasonable opportunity of being heard, and the Tribunal shall consider transactions, obligations, and payments already made by the company.
    

📂 4. Documents Required for Incorporation

#	Document / Information	Section Ref.	Who Provides It	Purpose
1	Memorandum of Association (MOA)	S. 7(1)(a)	All Subscribers	Defines objects & constitution
2	Articles of Association (AOA)	S. 7(1)(a)	All Subscribers	Internal governance rules
3	Professional Declaration (Form INC-8)	S. 7(1)(b)	CA / CS / CMA / Advocate	Confirms legal compliance
4	Subscriber & Director Declaration (Form INC-9)	S. 7(1)(c)	Subscribers & First Directors	No fraud / conviction history
5	Address for correspondence	S. 7(1)(d)	Promoters	Communication address till registered office set up
6	Particulars of subscribers	S. 7(1)(e)	Subscribers	Identity & residential details
7	Particulars of first directors + DIN	S. 7(1)(f)	Proposed Directors	Director identification & details
8	Consent of first directors & interest disclosure	S. 7(1)(g)	Proposed Directors	Transparency & conflict of interest

⚙️ 5. Step-by-Step Registration Process

Name Reservation: Apply to ROC via RUN (Reserve Unique Name) form for approval of company name under Section 4.
Draft MOA & AOA: Prepare the Memorandum (Tables A-E) and Articles (Tables F-J) per Schedule I.
Obtain DIN: Directors must apply for Director Identification Number (if not already obtained).
File SPICE+ Form: File SPICe+ (Simplified Proforma for Incorporating Company Electronically Plus) online with MCA portal along with all required documents.
Declarations: Submit professional declaration (INC-8) and subscriber/director declaration (INC-9).
Payment of Fees: Pay prescribed registration fees based on authorised share capital.
ROC Verification: ROC reviews documents for correctness and compliance.
Issuance of COI: ROC issues the Certificate of Incorporation in digital format (eCOI) with the company's CIN.

      🕐 Timeline: Under the Companies Act 2013 and SPICe+ system, if all documents are in order, incorporation is typically completed within 1–2 working days after submission.
    

🔢 6. Corporate Identity Number (CIN)

What is CIN?

CIN stands for Corporate Identity Number — a 21-digit alphanumeric unique identification number allotted to every company at the time of incorporation.
It is allotted by the Registrar under Section 7(3) and included in the Certificate of Incorporation.

How to Read a CIN

      Example CIN: U72900WB2024PTC263000

      U — Unlisted | 72900 — Industry Code (IT) | WB — State (West Bengal) | 2024 — Year of Incorporation | PTC — Company Type (Private Limited) | 263000 — Registration Number

Importance of CIN

Mandatory to print CIN on all letterheads, invoices, and official communications (Section 12).
Used to identify and track companies on the MCA portal.
Failure to display CIN attracts penalty under the Act.

🌟 7. Effect of Certificate of Incorporation (Section 9)

From the date of incorporation mentioned in the certificate, the following effects arise under Section 9:

The subscribers to the memorandum and all future members become a body corporate by the name stated in the MOA.
The company can exercise all functions of an incorporated company under the Act.
The company has perpetual succession — it continues to exist regardless of death/retirement/insolvency of members.
The company has the power to acquire, hold, and dispose of property (both movable and immovable, tangible and intangible).
The company can contract and can sue and be sued in its own name.

      Principle of Separate Legal Entity: After incorporation, the company is a legal person distinct from its members — inspired by the landmark case Salomon v. Salomon & Co. Ltd. (1897) where the House of Lords held that a company has a separate legal identity from its shareholders.
    

Fresh Certificate of Incorporation

A fresh Certificate of Incorporation is issued in the following situations:

Change of Name [Section 13(3)] — when a company changes its name, ROC issues a fresh COI with the new name.
Change of Registered State [Section 13(7)] — when the registered office is shifted from one State to another.
Conversion [Section 18(2)] — when a company converts from one class to another (e.g., Private to Public).
Restoration after Dissolution [Section 252(2)] — when the Tribunal orders restoration of a company's name after it was struck off.

⚠️ 8. Fraud, False Information & Penalties

Sub-Section	Situation	Who is Liable	Consequence
S. 7(5)	False/incorrect particulars or suppression of material info in documents filed	Person who furnished the information	Liability under Section 447 (Fraud)
S. 7(6)	Company incorporated through false info, fraud, or suppression discovered after incorporation	Promoters, First Directors, Declarants	Each liable under Section 447 (Fraud)
S. 7(7)	Tribunal application upon proof of fraudulent incorporation	Company & its officers	Regulation orders, unlimited liability, name removal, winding up

      Section 447 — Fraud: Punishment for fraud — imprisonment for not less than 6 months, which may extend to 10 years, AND fine not less than the amount involved, which may extend to 3 times the amount involved.
    

🚫 9. Cancellation / Deemed Cancellation of Certificate

Section 250 — Effect of Company Notified as Dissolved

Where a company stands dissolved under Section 248 (striking off), it ceases to operate as a company from the date mentioned in the notice.
The Certificate of Incorporation is deemed to have been cancelled from such date.
Exception: The certificate is not cancelled for the purpose of realising amounts due to the company or for payment/discharge of liabilities.

      Example: ABC Pvt. Ltd. has not filed annual returns for 2+ years. The ROC issues a notice under Section 248 and strikes off the company. The COI is deemed cancelled from the date mentioned in the notice. However, if ABC Pvt. Ltd. had a pending case to recover money from a debtor, proceedings can continue despite deemed cancellation.
    

📊 10. Master Summary Table — Certificate of Incorporation

Section/Concept	Meaning	Key Points	Example
Certificate of Incorporation	Official document issued by ROC certifying a company is legally incorporated	Conclusive evidence; triggers legal personality	TechIndia Pvt. Ltd. gets COI after ROC approves SPICe+ filing
Section 7(1)	Documents to be filed with ROC for registration	7 categories of documents including MOA, AOA, declarations, DIN, etc.	Subscribers sign MOA/AOA; CA provides professional declaration
Section 7(2)	ROC registers documents and issues COI	COI issued in prescribed form; company comes into existence	ROC, Kolkata issues COI to TechIndia Pvt. Ltd.
Section 7(3)	CIN allotment on date of COI	21-digit unique CIN included in COI; identifies company	CIN: U72900WB2024PTC263000
Section 7(4)	Documents to be preserved till dissolution	All original incorporation documents kept at registered office	TechIndia Pvt. Ltd. keeps MOA/AOA copies forever
Section 7(5) & (6)	Penalty for false information	Promoters, directors, declarants — all liable under Section 447	Director hides criminal record → liable for fraud
Section 7(7)	Tribunal powers in fraudulent incorporation	Can regulate management, make liability unlimited, remove name, wind up	NCLT orders winding up of fraudulently incorporated shell company
Section 9	Effect of Registration — Separate Legal Entity	Perpetual succession, power to sue & be sued, hold property, contract	Salomon v. Salomon — company separate from its members
Section 13(3)	Fresh COI on name change	ROC issues new COI with new name; old name ceases	TechIndia Pvt. Ltd. renamed to IndiaDigital Pvt. Ltd. — new COI issued
Section 250	Deemed cancellation of COI on dissolution	Company struck off → COI deemed cancelled from notice date	ABC Pvt. Ltd. struck off → COI cancelled except for debt recovery

      🎯 Exam Tips:
      Always mention that COI is conclusive evidence — not prima facie.
Section 7(2) → COI issued; Section 7(3) → CIN allotted; Section 9 → Effects.
Fresh COI is issued on: name change, state change, conversion, restoration.
Salomon v. Salomon (1897) is the key case for separate legal entity after incorporation.
Section 447 = Fraud provisions — memorise the punishment (6 months to 10 years).

    

🔄 Flowchart — Process of Obtaining Certificate of Incorporation

Shows the step-by-step process under Section 7 of the Companies Act, 2013.

🧠 Mind Map — Certificate of Incorporation (Companies Act 2013)

Complete mind map of all key concepts, sections, and sub-topics.

🗺️ Study Roadmap — Certificate of Incorporation

A 5-stage structured learning plan for LL.B. students. Estimated time: 5–6 weeks.

📘 Stage 1: Basics — What is a Certificate of Incorporation?

Understand the meaning of "Certificate of Incorporation" — it is the birth certificate of a company.
Know that it is issued by the Registrar of Companies (ROC) under Section 7(2).
Understand it is conclusive evidence of incorporation — not just prima facie.
Learn what "Registrar of Companies" means and its role (Section 396).
Read Section 2(20) — definition of "company" to contextualise incorporation.
Practice writing the definition in exam-friendly language.

          🎯 Output: Be able to define "Certificate of Incorporation" and explain its nature in 4–5 sentences.
        

📗 Stage 2: Core Provisions — Section 7 in Depth

Study all 7 sub-sections of Section 7 one by one.
Memorise the 7 categories of documents under Section 7(1)(a)–(g).
Understand the difference between professional declaration S. 7(1)(b) and subscriber declaration S. 7(1)(c).
Learn Section 7(3) — CIN: what it is, its 21-digit structure, and where it appears.
Understand Section 7(4) — obligation to preserve documents.
Compare Section 9 — "Effect of Registration" — how COI creates a separate legal entity.
Learn about Section 10A — commencement of business after incorporation.

          🎯 Output: Write a detailed note on "Provisions relating to Incorporation under Section 7" — minimum 500 words.
        

📙 Stage 3: Procedures & Applications

Learn the step-by-step SPICe+ (Simplified Proforma for Incorporating Company Electronically Plus) filing process on the MCA portal.
Understand when a fresh Certificate of Incorporation is issued:
- Name change — Section 13(3)
- Change of registered state — Section 13(7)
- Conversion — Section 18(2)
- Restoration after dissolution — Section 252(2)
Study Section 12 — registered office requirements after incorporation (30 days rule).
Understand Section 250 — deemed cancellation of COI on dissolution/striking off.
Learn Section 248 — power of ROC to strike off names from register.
Study the penalty framework under Sections 7(5), 7(6), 7(7), and Section 447 (Fraud).

          🎯 Output: Draw the flowchart of incorporation process from name reservation to COI issuance — from memory.
        

📕 Stage 4: Case-Law Linkage

The uploaded document does not contain specific case laws on Certificate of Incorporation per se, but the following landmark cases from established Company Law doctrine are directly relevant:

Salomon v. Salomon & Co. Ltd. [1897] AC 22 (House of Lords):
- A company is a separate legal entity distinct from its members even if one person holds nearly all shares.
- Directly applicable to explain the effect of incorporation under Section 9.
Moosa v. Ebrahim (1928):
- COI is conclusive evidence of incorporation — courts will not question the validity of COI.
Peel's Case (1867):
- Once COI is issued, the company exists and third parties can rely on it.
Daimler Co. Ltd. v. Continental Tyre & Rubber Co. (1916):
- Despite separate entity, courts can lift the corporate veil in certain situations.

          🎯 Output: Write short case notes (5–6 lines each) for each case above, linking it to COI and Section 7/9.
        

✅ Stage 5: Exam Revision Checklist

☐ Define Certificate of Incorporation — Section 7(2)
☐ Explain "conclusive evidence" — distinguish from prima facie
☐ List all 7 documents under Section 7(1)(a)–(g)
☐ Explain CIN — Section 7(3) — 21-digit structure, included in COI
☐ Section 7(4) — preservation of documents till dissolution
☐ Fraud provisions — Sections 7(5), 7(6), 7(7) + Section 447
☐ Effect of incorporation — Section 9 — 5 key effects
☐ When fresh COI is issued — 4 situations (Sections 13, 18, 252)
☐ Cancellation / Deemed cancellation — Section 250
☐ Key cases: Salomon, Moosa v. Ebrahim, Peel's Case
☐ Attempt 2 past exam questions on this topic under timed conditions
☐ Review mind map and flowchart one final time before exam

Stage	Goal	Key Sections / Topics	Output / Deliverable	Suggested Time
Stage 1	Understand basics of COI	S. 7(2), S. 2(20), ROC role	4–5 sentence definition	3–4 days
Stage 2	Master Section 7 provisions	S. 7(1) to S. 7(7), S. 9, S. 10A	500-word note on Section 7	5–7 days
Stage 3	Understand procedures & applications	S. 12, 13, 18, 248, 250, 252, 447	Flowchart from memory	5–7 days
Stage 4	Link case law to doctrine	Salomon, Moosa, Peel, Daimler	Short case notes (4 cases)	4–5 days
Stage 5	Exam revision & final check	All of the above	2 past questions + checklist review	3–4 days

📜 Certificate of Incorporation of the Company