INCORPORATION OF COMPANY AND

MATTERS INCIDENTAL THERETO

CHAPTER II read with Incorporation
rules

Minimum No of Persons
Sec 3

7
2
1

Public Company
Private Company
One Person Company (shall nominate another one
person)

A company formed may be either

(a) a company limited by shares; or
(b) a company limited by guarantee; or
(c) an unlimited company.

Sec 3 read
with Rule
3

One Person Company

1. Only a natural person who is an Indian citizen and resident in India(a) shall be eligible to incorporate a One Person Company;
(b) shall be a nominee for the sole member of a One Person
Company.
2. No person shall be eligible to incorporate more than a One Person
Company or become nominee in more than one such company.
3. No minor shall become member or nominee of the One Person
Company or can hold share with beneficial interest.
4. Such Company cannot be incorporated or converted into a company
under section 8 of the Act.
5. Such Company cannot carry out Non-Banking Financial Investment
activities.
6. No such company can convert voluntarily into any kind of company
unless two years have expired from the date of incorporation.

Sec 3 read
with Rule
4

Nomination by the subscriber

-Shall nominate a person, after obtaining prior written
consent of such person
-The name of the person nominated shall be
mentioned in the memorandum of One Person
Company
- Nomination in Form No INC.2 along with consent of
such nominee obtained in Form No INC.3 shall be
filed with the Registrar at the time of incorporation of
the company along with its memorandum and
articles.
- Where the sole member of One Person Company
ceases to be the member in the event of death or
incapacity to contract and his nominee becomes the
member of such One Person Company

Sec 3 read
with Rule
5

Penalty

- One Person Company or any officer of such company

contravenes the provisions of these rules,
- Punishable with fine which may extend to ten
thousand rupees and with a further fine which may
extend to one thousand rupees for every day

Sec 4 (1)

Memorandum of a company

Shall State
- Name of the company
- State in which the registered office of the company is
to be situated
- Objects for which the company is proposed to be
incorporated
- Liability of members of the company
- Share capital with which the company is to be
registered
- In the case of One Person Company, the name of the
nominee person

Sec 4 (2)

Memorandum of a company

The name stated in the memorandum shall not

be identical with or resemble too nearly to the name of
an existing company registered under this Act or any
previous company law

Sec 4 (3)

Memorandum of a company

Without prejudice to the provisions of sub-section (2), a

company shall not be registered with a name which contains
(a) any word or expression which is likely to give the impression
that the company is in any way connected with, or having the
patronage of, the Central Government, any State
Government, or any local authority, corporation or body
constituted by the Central Government or any State
Government under any law for the time being in force; or
(b) such word or expression, as may be prescribed, unless the
previous approval of the Central Government has been obtained
for the use of any such word or expression.

Sec 4(4)
read with
Rule 9

Reservation of name

-An application for the reservation of a name

shall be made in Form No. INC.1 along with the
fee as provided in the Companies (Registration
offices and fees) Rules, 2014.

Sec 4(5)
read with
Rule 9

Registrar may, on the basis of information

and documents furnished along with the
application, reserve the name for a period of
sixty days from the date of the application.

Sec 4 (6)

Memorandum of a company

The memorandum of a company shall be in respective forms

specified in Schedule I
Tables A - COMPANY LIMITED BY SHARES
Table B - COMPANY LIMITED BY GUARANTEE AND NOT HAVING
A SHARE CAPITAL
Table C - COMPANY LIMITED BY GUARANTEE AND HAVING A
SHARE CAPITAL
Table D - UNLIMITED COMPANY AND NOT HAVING SHARE
CAPITAL
Table E - UNLIMITED COMPANY AND NOT HAVING SHARE
CAPITAL

Sec 4 (6)

Memorandum of a company

The memorandum of a company shall be in respective forms

specified in Schedule I
Tables A - COMPANY LIMITED BY SHARES
Table B - COMPANY LIMITED BY GUARANTEE AND NOT HAVING
A SHARE CAPITAL
Table C - COMPANY LIMITED BY GUARANTEE AND HAVING A
SHARE CAPITAL
Table D - UNLIMITED COMPANY AND NOT HAVING SHARE
CAPITAL
Table E - UNLIMITED COMPANY AND NOT HAVING SHARE
CAPITAL