LEGAL REQUIREMENTS

The Companies Act 2013 governs the company formed.

Under the Sec 2(20)
"a company means a company incorporated under this Act or any other previous company
law"

● Incorporation under this act is compulsory for a company (private/public)

● A Promoter undertakes the process of incorporation on behalf of the company proposed.
● Registrar Of Companies (ROC) is the regulatory officer/body to implement commencement
and approve incorporation of a company by issuing "Certificate Of Incorporation" and
providing "Company Identification Number".
● Main documents required for incorporation:
1. Memorandum of Association (MoA)
2. Articles of Association (AoA)
3. Consent Of Directors

1. Memorandum of Association
● MoA defines the objectives of the company.
● No company can legally undertake activities that are not contained in its MoA.
● MoA is subsidiary to the Companies Act 2013.
● MoA contains different clauses,as follows:
1. Name Clause
2. Registered Office Clause
3. Objects Clause
4. Liability Clause
5. Capital Clause
● MoA must be signed by at least 7 people (Public Co.) and by 2 people (Private Co.)
 * Copy Of MoA

2. Articles of Association

● AoA are the rules regarding internal management of the company

● AoA is subsidiary to the MoA and the Companies Act 2013
● AoA should not exceed or contradict anything stated in the MoA.
● It defines the relationship of the members and the company.

3. Consent Of Directors

● Apart from MoA & AoA,a written consent of each director is required confirming
that they agree to act in that capacity and pay for qualification shares.
● This Consent is subsidiary to AoA.
 ● Other documents required :
1. Agreement with Managing Directors,Manager or Whole- Time Directors.
2. Copy of Registrar's Letter approving the name of the company.
3. Statutory Declaration affirming that all legal requirements are prepared and
compiled and duly signed.
4. Notice about the exact address of the registered office. It can be filed and submitted
within 30 days of incorporation instead of the day of incorporation.
5. Documentary Evidence of payment of registration fees.

After the complete compilation and filing of legal documents , the application taken by the promoters
for the incorporation of the company is to be filed with the ROC ( Registrar Of Companies) of the
state within which they plan to establish the registered office of the company.
Then ROC issues COI ( Certificate Of Incorporation),which is therefore called as the birth
certificate of the company along with allotment of CIN ( Company Identification Number).
*COI

*CIN

● Documents required for Capital Subscription

1. SEBI Approval
Securities and Exchange Board of India (SEBI) is the regulatory body of disclosure of
information and investor protection.

2. Issuing of Prospectus
 Prospectus(Public Ltd.) or Statement in lieu of Prospectus(Private Ltd.) is the
document/ invitation of the company, inviting the public to subscribe its securities
(shares/debentures).
3. Allotment of Shares

4. Return Of Allotment
RoA is the statement which contains the Name, Address and Shares Alloted to
investors.
With the completion of legal procedures, the company can officially commence their business.