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Incorporation

Incorporation. For a lawful purpose Any 7 or more persons (2 or more in case of private company or 1 in case of OPC) Subscribe their names to the Memorandum of Association

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Incorporation

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  1. Incorporation • For a lawful purpose • Any 7 or more persons (2 or more in case of private company or 1 in case of OPC) • Subscribe their names to the Memorandum of Association • MOA of OPC shall indicate the name of the other person, who shall, in the event of the subscriber’s death or his incapacity to contract become the member of the company • Comply with the formalities of registration •  A company may be either— (a) a company limited by shares; or (b) a company limited by guarantee; or (c) an unlimited company.

  2. Documents to be filed • Memorandum of Association duly signed. • A written consent of a nominee of the member shall also be filed with the Registrar at the time of incorporation of the OPC • Declaration signed by any of the following stating the rules of formation have been complied with a)Advocate of supreme court or high court b) Secretary or CA in whole time practice in India engaged in formation of company c) Person named in the articles as whole time director

  3. Documents to be filed • An affidavit from each of the subscribers to the memorandum and from persons named as the first directors that they are not convicted • Address of correspondence • Name, address and nationality of subscribers to MOA • Name, address and nationality, DIN of the first directors • Particulars of interests of the first directors

  4. Certificate of Incorporation • Once satisfied that the documents are as required, the registrar registers the company • Issues the certificate of Incorporation • The registrar shall allot to the company a unique corporate identity number • The company maintains all the filed documents at the registered office • That the date borne by the certificate of incorporation is the date of the birth of the company, i.e . the date on which the company comes into existence.

  5. Effects of Registration • Separate Legal Entity • Perpetual Succession • Separate Property

  6. ` Meaning ..... Certificate of Incorporation

  7. Conclusiveness of certificate of incorporation Case: Jubilee Cotton mills Ltd. v. Lewis • Requirements are complied with • Association is duly registered • Date borne by the certificate is the DoB Note: conclusiveness doesn’t mean making illegal object a legal one.

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