As per Section 7 of Indian Companies Act 2013 a company can be incorporated by filing necessary documents with the Registrar of Companies. Provision in the Indian Companies Act 2013 regarding Incorporation of Company is as under.
(1) There shall be filed with the Registrar within whose
jurisdiction the registered office of a company is proposed to be
situated, the following documents and information for registration,
namely:--
(a) the memorandum and articles of the company duly signed by all
the subscribers to the memorandum in such manner as may be
prescribed;
(b) a declaration in the prescribed form by an advocate, a chartered
accountant, cost accountant or company secretary in practice, who is
engaged in the formation of the company, and by a person named in
the articles as a director, manager or secretary of the company,
that all the requirements of this Act and the rules made thereunder
in respect of registration and matters precedent or incidental
thereto have been complied with;
(c) 1[a declaration] from each of the subscribers to the memorandum
and from persons named as the first directors, if any, in the
articles that he is not convicted of any offence in connection with
the promotion, formation or management of any company, or that he
has not been found guilty of any fraud or misfeasance or of any
breach of duty to any company under this Act or any previous company
law during the preceding five years and that all the documents filed
with the Registrar for registration of the company contain
information that is correct and complete and true to the best of his
knowledge and belief;
(d) the address for correspondence till its registered office is
established;
(e) the particulars of name, including surname or family name,
residential address, nationality and such other particulars of every
subscriber to the memorandum along with proof of identity, as may be
prescribed, and in the case of a subscriber being a body corporate,
such particulars as may be prescribed;
(f) the particulars of the persons mentioned in the articles as the
first directors of the company, their names, including surnames or
family names, the Director Identification Number, residential
address, nationality and such other particulars including proof of
identity as may be prescribed; and
(g) the particulars of the interests of the persons mentioned in the
articles as the first directors of the company in other firms or
bodies corporate along with their consent to act as directors of the
company in such form and manner as may be prescribed.
(2) The Registrar on the basis of documents and information filed
under sub-section (1) shall register all the documents and
information referred to in that subsection in the register and issue
a certificate of incorporation in the prescribed form to the effect
that the proposed company is incorporated under this Act.
(3) On and from the date mentioned in the certificate of
incorporation issued under sub-section (2), the Registrar shall
allot to the company a corporate identity number, which shall be a
distinct identity for the company and which shall also be included
in the certificate.
(4) The company shall maintain and preserve at its registered office
copies of all documents and information as originally filed under
sub-section (1) till its dissolution under this Act.
(5) If any person furnishes any false or incorrect particulars of
any information or suppresses any material information, of which he
is aware in any of the documents filed with the Registrar in
relation to the registration of a company, he shall be liable for
action under section 447.
(6) Without prejudice to the provisions of sub-section (5) where, at
any time after the incorporation of a company, it is proved that the
company has been got incorporated by furnishing any false or
incorrect information or representation or by suppressing any
material fact or information in any of the documents or declaration
filed or made for incorporating such company, or by any fraudulent
action, the promoters, the persons named as the first directors of
the company and the persons making declaration under clause (b) of
subsection (1) shall each be liable for action under section 447.
(7) Without prejudice to the provisions of sub-section (6), where a
company has been got incorporated by furnishing any false or
incorrect information or representation or by suppressing any
material fact or information in any of the documents or declaration
filed or made for incorporating such--
company or by any fraudulent action, the Tribunal may, on an
application made to it, on being satisfied that the situation so
warrants,
(a) pass such orders, as it may think fit, for regulation of the
management of the company including changes, if any, in its
memorandum and articles, in public interest or in the interest of
the company and its members and creditors; or
(b) direct that liability of the members shall be unlimited; or
(c) direct removal of the name of the company from the register of
companies; or
(d) pass an order for the winding up of the company; or
(e) pass such other orders as it may deem fit:
Provided that before making any order under this sub-section,--
(i) the company shall be given a reasonable opportunity of being
heard in the matter; and
(ii) the Tribunal shall take into consideration the transactions
entered into by the company,
including the obligations, if any, contracted or payment of any
liability.
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1. Subs. by Act 1 of 2018, s. 5, for "an affidavit" (w.e.f. 27-7-2018).