CS Foundation Elements of Company Law-I Notes
→ Literally, the word company means a group of persons associated with any common object such as business, charity, sports and research, etc. Company is derived from Latin (Com means together and Panis which means Bread), thus originally it meant people who had their bread together. It may be assumed that business discussions must have started on these meals which were done together.
→ A company is a person, artificial, invisible, intangible and existing only in the contemplation of the law. Section 3(1) of the Companies Act, 2013 defines a company as “a company formed and registered under this Act or an existing company”. As per Companies Act, 2013 states that “an existing company means a company formed and registered under any of the previous company laws”.
→ In India, Company gets its legal existence through a Company Legislation which is Companies Act, 2013 or by a special Act of Parliament. In legal sense Company is an association of both artificial persons and natural persons. The company can sue and be sued. It has its own name and a separate legal entity, distinct from its members who constitute it. A company has its own name and a separate legal entity, distinct from its members who constitute it. A company has its own property, the members (shareholders) can not claim the property of the company as their own property.
→ Characteristics of Company:
Upon incorporation, a company becomes a separate legal entity, distinct from its members. Thus it acquires rights, obligations and duties which are different and distinct from those of its members. It has its own seal and its own name, its assets and liabilities are separate and distinct from its members. It is capable of owning property, incurring debt, borrowing money, employing people, having a bank account, entering into contracts and can sue and be sued. The seminal case which established the concept of registered company having a corporate personality is Salomon v Salomon and Company (1897)
The outcome of this case was that a legal person can be created through the observance of the Companies Act regardless of the fact that there is only one person involved. Thus it proved that company and the person who makes company are two individual separate identity as per Companies Act
The liability of members is limited to contribution to the assets of the company upto the face
value of shares held by him. A member is liable to pay only the uncalled money due on the shares held by him.
A company does not cease to exist unless the task for which it was created has been
completed. Membership of company may keep on changing from time to time but that does not affect the life of the company. Insolvency or death of a member does not affect the existence of the company.
A company is a distinct legal entity. The company’s property belongs to the company. A member can not claim to be the owner of the property of company during the existence of the company.
Transferability of Shares:
Shares in a company are freely transferable, subject to certain conditions, such that
no shareholder is permanently or necessarily wedded to a company. When a member transfers his share to
another person, the transferee steps into the shores of the transferor and acquires all the rights of the transferor in respect of those shares.
A company is an artificial person and does not have a physical presence, thus it acts through its Board of Directors for carrying out its activities and entering into various agreements. Such contracts must be under the seal of company. The common seal is the official signature of the company.
Capacity to sue and be sued:
As company is distinct from its members who make it, thus it can sue and be sued in its own name.
A company is administered and managed by its managerial personnel i. e. the Board of Directors. The shareholders are simply the holders of the shares in the company and need not necessarily be the mangers of the company.
→ Distinction between Company and Partnership:
The major difference between companies and partnerships may be considered under the following headings
A company is created by registration under the Companies Act. A partnership is created by agreement which may be express or implied from the conduct of the partners and is subject to the Indian Contracts Act. No special form is required, though partnership terms are usually written.
Status at Law:
Company is an artificial legal person with perpetual succession. Partnership is not a legal person but can be sued and can sue.
Transfer of Shares:
Shares of a company can be transferred with ease. Partner can transfer his share but the assignee does not become a partner. He is only entitled to share of Profits.
Relation of members with company:
In company member is not an agent of company or of other members. Partner is an agent of firm and other partners.
Minimum paid up capital:
Private limited company shall have a minimum paid up capital of Rupees 1,00,000 (Rupees One Lakh Only) and public limited company of Rs. 5,00,000 (Rupees Five Lakh Only). There is no minimum paid up capital for a partnership firm.
Number of Members:
A private company must have at least two members and maximum 200 members. A partnership cannot consist of more than 100 persons.
Members of a company are not entitled to take part in the management of the company unless they become directors of the company. Partners are entitled to share in the management of firm unless the articles provide otherwise.
A single member cannot wind up a company. A partnership may be dissolved by any partner at any time.
A member of a company is not an agent of the company or that of other members and he cannot bind a company by his acts. Each partner is an agent of the firm and his partners and may bind the firm by his acts.
Liability of Members:
The liability of a member of a company may be limited by shares or by guarantee. The liability of a partner is unlimited.
The affairs of accompany are closely controlled by the Companies Act, 1956 and the company can only operate within the objects laid down in the memorandum of association, though these can be altered to some extent by special resolution. Partners may carry on any business as they please so long as it is not illegal and make whatever arrangements they wish with regard to the running of the firm from time to time.
Binding by Act:
Member cannot bind company by his act. Partner can bind firm by his act.
→ Difference between Company and LLP
- A basic difference between an LLP and a joint stock company lies in that the internal governance structure of a company is regulated by statute (i.e. Companies Act,) whereas for an LLP it would be by a contractual agreement between partners.
- The management-ownership divide inherent in a company is not there in a limited liability partnership.
- LLP will have more.flexibility as compared to a company.
- Every company will have its own seal while a LLP may have a common seal if it decides to have it.
- LLP will have lesser compliance requirements as compared to a company.
- LLP should have a suffix ‘LLP’ or ‘Limited Liability partnership’ while a Company must have a suffix ‘Private Limited’ or ‘Limited’
- Each Director in a company is required to have a Director Identification Number (DIN) before being appointed as a Director of any company while Each Designated partner required to have a DPIN before being appointed as a Designated Partner of LLP.
→ Difference between HUF and Company
- Hindu Undivided Family (HUF) which is same as joint Hindu family is a body consisting of persons lineally descendant from a common ancestor, including their wives and unmarried daughters, who are staying together jointly; joint in food, estate and worship. A company may consist of members from any family thus heterogenous members.
- In HUF Karta has the sole right of making contract for the purpose of business. This is not true for Company
- For carrying on business HUF is not required to get itself registered while Company has to get itself registered
→ Difference between Company and club
- Club is unincorporated association/organisation. Company is an incorporated organisation.
- Club is non-trading organisation while Company is trading organisation
→ Difference between Company and Corporation
- Body corporate is given in section 2(7). As per the interpretation the word corporate includes company registered under Indian as well as foreign law. Whereas company means a company registered under Companies Act, 1956.
- The term corporate is much wider than company
→ Advantages of Incorporation
1. Independent corporate existence:
The outstanding feature of a company is its independent corporate existence. By registration under the Companies Act, a company becomes vested with corporate personality, which is independent of and distinct from its members. A company is a legal person. The decision of the House of Lords in Salomon v Salomon and Co. Ltd. (1897 AC 22) is an authority on this principle.
2. Limited liability:
Limited liability is often cited as an important benefit of incorporation. After they have paid for their shares, the members of the company have no further liability to contribute towards debts incurred by the business.
3. Continuity of management:
The management of a company might be separate from its ownership. Management of the business can then continue in spite of any changes in shareholders. Employees can be promoted to senior management positions without necessarily holding any shares in the company. They can also be given shares as an incentive.
4. Access to funds:
Some suppliers and providers of finance might prefer to deal with companies rather than with individuals or partnerships because the company can be sued as a separate entity. Financial institutions offer finance to companies at various stages of development.
5. Capacity for suits:
A company can sue and be sued in its own name.
6. Professional management:
A company is capable of attracting professional managers. It is due to the fact that being attached to the management of the company gives them the status of business or executive class.
→ Disadvantages of incorporation
1. Lifting of corporate veil
Though for all purposes of law a company is regarded as a separate entity it is sometimes necessary to look at the
persons behind the corporate veil.
(a) Determination of character:
The House of Lords in Daimler Co Ltd. v. Continental Tyre and Rubber Co., held that a company though registered in England would assume an enemy character if the persons in de facto control of the company are residents of an enemy country.
(b) For benefit of revenue:
The separate existence of a company may be disregarded when the only purpose for which it appears to have been formed is the evasion of taxes.:Sir Dinshaw Maneckjee, Re/Commissioner of Income Tax v. Meenakshi Mills Ltd.
(c) Fraud or improper conduct:
ln Gilford Motor Co v. Horne, a company was restrained from acting when its principal shareholder was bound by a restraint covenant and had incorporated a company only to escape the restraint.
(d) Agency or Trust or Government company:
The separate existence of a company may be ignored when it is being used as an agent or trustee. In State of UP v.Renusagar Power Co, it was held that a power generating unit created by a company for its exclusive supply was not regarded as a separate entity for the purpose of excise.
(e) Under statutory provisions:
The Act sometimes imposes personal liability on persons behind the veil in some instances like, where business is carried on beyond six months after the knowledge that the membership of company has gone below statutory minimum, when contract is made by misdescribing the name of the company, when business is carried on only to defraud creditors.
2. Companies must comply with Companies Act regulations:
A company is bound by many rules and regulations that are required to be fulfilled. The obligation to file annual accounts with the Registrar of Companies means that the accounts are open to inspection by third parties. Small and medium-size companies, as defined by the Companies Act, can file abbreviated accounts, so that some information that could be useful to competitors, such as gross profit margins, does not have to be revealed. Sole traders and partnerships (other than limited liability partnerships) do not have to file any information.
Companies pay corporation tax whereas individuals, whether sole traders, partners pay income tax.
Incorporation is a very expensive affair. It requires a number of formalities to be complied with both as to the formation and administration of affairs.
→ Various types of companies Private Limited Company
“Private company” is defined in section 2(68) of the Companies Act, 2013 and it means a company which has a minimum paid-up capital of one lakh rupees or such higher paid-up capital as may be prescribed and by its articles restricts the right to transfer its shares, if any. Some other features of Private Company are
- It restricts the number of members to 200 except in one person company, not including persons who are in employment of the company and the persons who have been in employment with the company and were/are also members of the company and continue to be members of the company even after the employment is ceased.
- Private company prohibits any invitation to the public for subscription of shares.
- It prohibits any invitation or acceptance of deposits from persons other than its members, directors and their relatives.
- For calculating the number of members if two or more persons hold one or more shares in a company jointly than they shall be treated as one that is a single member.
- Minimum number of members in a private limited company will be 2 and maximum number of members will be 200.
- Limited Liability: It means that if the company experience financial distress because of normal business activity, the personal assets of shareholders will not be at risk of being seized by creditors.
- Continuity of existence: business not affected by the status of the owner.
- Minimum number of shareholders need to start the business are only 2.
- More capital can be raised in comparison to proprietorship as the maximum number of shareholders allowed is 200.
- Scope of expansion is higher because easy to raise capital from financial institutions and the advantage of limited liability.
- Growth may be limited because maximum shareholders allowed are only 200.
- The shares in a private limited company cannot be sold or transferred to anyone else without the agreement of other shareholders
→ Public Company:
Public company is defined in section 2(71) of the Companies Act, 2013 and it means a company which is not a private company; has a minimum paid-up capital of five lakh rupees or such higher paid-up capital, as may be prescribed. A company is deemed to be a Public Company (even if it has incorporated itself as a Private Company) which is a subsidiary of a company which is not a private company. Some other features of Public Limited company are
- A public limited company is a voluntary association of members which is incorporated and, therefore has a separate legal existence and the liability of whose members is limited.
- The difference between Pvt Ltd. and Public Ltd. company is in the no. of shareholders and transferability of shares. In Pvt Ltd the minimum no. of shareholders is 2 and maximum is 200 excluding the past and present employees who holds shares. Whereas in public limited the minimum no. of shareholders is 7 and there is no maximum limit.
- In the case of Public Limited Company, the shares are freely transferable but it is not so in private limited company.
- Minimum number of directors in a Private Limited Company are 2 while in Public Limited Company minimum number of directors are 3
- A Public Company can invite public deposits while a Private Company cannot invite from public.
→ Company limited by shares:
The liability of each member of such company is limited to the unpaid amount of shares and premium, if any, held by him.
→ Company Limited by guarantee:
The special feature of such type of organisation is that the liability of the members arise only at the time when company is being wound up.
→ Unlimited Company:
The special feature of this type of organisation is that the liability of the members of such organisation is unlimited. In such organisation the liability of members is only for the debts of the company and when asked by liquidator. An unlimited company can change to limited only when the change doesn’t affect any liabilities etc. associated with the unlimited company.
→ One Person Company:
- The concept of One Person Company [OPC] is a new vehicle/form of business, introduced by Section 2(62) of The Companies Act, 2013, thereby enabling Entrepreneur(s) carrying on the business in the Sole-Proprietor form of business to enter into a Corporate Framework.
- One Person Company is a hybrid of Sole-Proprietor and Company form of business and has been provided with concessional/relaxed requirements under the Act.
Some of the features of One Person Company are:
- Only a natural person, who is an Indian citizen and resident in India shall be eligible to incorporate a One Person Company.
- The Shareholder shall nominate another person who shall become the shareholders in case of death/incapacity of the original shareholder. Such nominee shall give his/her consent and such consent for being appointed as the. Nominee for the sole Shareholder.
- No minor can be a member of OPC nor can he be a nominee.
- Such Company cannot be incorporated or converted into a company under section 8 of Companies Act, 2013
- Must have a minimum of One Director, the Sole Shareholder can himself be the Sole Director. The Company may have a maximum number of 15 directors.
- Such Company cannot carry out Non-Banking Financial Investment activities including investment in securities of any body corporates.
- No person can incorporate more than one OPC or be a nominee of more than one OPC.
- DIN is required for all the directors.
- The director and shareholder can be same person
- In a proprietorship firm, the personal assets of the proprietor can be at risk in the event of failure, but this is not the case for a One Person Private Limited Company, as the shareholder liability is limited to his shareholding.
- No such company can convert voluntarily into any kind of company unless two years have expired from the date of incorporation of One Person Company, except threshold limit (paid up share capital) is increased beyond fifty lakh rupees or its average annual turnover during the relevant period exceeds two crore rupees.
→ Company with Charitable objects
Any person or an association of persons intending to be registered as a limited company for charitable purpose can apply for registration of section 8 company. Section of the Companies Act, 2013 provides for the formation of companies with charitable objects. However, it shall prove to the satisfaction of the Central Government that:
(a) its objects includes promotion of commerce, art, science, sports, education, research, social welfare, religion, charity , protection of environment or any such other object;
(b) the company on incorporation intends to apply its profits, if any, or other income in promoting such object; and
(c) the company intends to prohibit the payment of any dividend to its members. After perusal, the Central Government may issue license with such conditions as it deems fit and allow the registration of such person or association of persons as a limited company without the addition to its name of the word “Limited”, or as the case may be, the words “Private Limited”.
Thereupon the Registrar shall, on application, in the prescribed form, register such person or association of persons as a company under section 8.
Features of Company with Charitable objects are
- To incorporate a new company under section, an application shall be made in Form no. INC. 12.
- The company registered under section 8 shall enjoy all the privileges and be subject to all the obligations of limited companies
- A firm can be a member of a section 8 company
- To alter the provisions of its memorandum or articles of association, section 8 company will have to obtain the previous approval from the Central Government
The Central Government may, by order, revoke such licence granted under section 8, if:
(a) the company contravenes section 8; or
(b) the company contravenes the conditions subject to which licence is issued; or
(c) affairs of the company are conducted in a fraudulent manner or in violation of object of the company or
prejudicial to the interest of the public. ‘
- As per section 8(7), where a license is revoked by the Central Government if it is satisfied that it is essential in the public interest, direct that the company be wound up under this Act or amalgamated with another company registered under this section.
- If a company makes any default in complying with any of the requirements laid down in section 8, the company shall, without prejudice to any other action under the provisions of this section, be punishable with fine.
→ Association not for profit:
Companies which are formed for the following purpose are known as Section 25 Companies or Association not for Profit
- For the purposes of promoting commerce, art, science, religion, charity to any other useful object.
- With intention to apply its profits or other income for promoting its objects, and
- Which prohibits payment of any dividend to its members.
→ Small Company:
The concept of “Small Company” has been introduced for the first time by the Companies Act, 2013.
Section 2(85) define a small company as a company other than a public company,
- paid-up share capital of which does not exceed fifty lakh rupees or such higher amount as may be prescribed which shall not be more than five crore rupees; or
- turnover of which as per its last profit and loss account does not exceed 2 crore rupees or such higher amount as may be prescribed which shall not be more than twenty crore rupees:
Provided that nothing in this clause shall apply to:
(A) a holding company or a subsidiary company;
(B) a company registered under section 8; or
(C) a company or body corporate governed by any special Act.
For qualifying as a small company, it is enough if either the capital is less than rupees fifty lakhs or turnover is less than rupees twenty crores. It is sufficient if either one of the requirement is met without meeting the other requirement. However, these limits may be raised but not exceeding rupees five crores in case of capital and rupees twenty crores in case of turnover.
→ Government Company:
As per Section 2(45) of the Companies Act, 2013 Government company means any company in which not less than fifty-one per cent. Of the paid up share capital is held by the Central Government, or by any State Government or Governments, or partly by the Central Government and partly by one or more State Governments and includes a company which is a subsidiary of a Government company as thus defined.
- Where the Central Government is a member of a Government company, the Central Government shall cause an annual report on the working and affairs of that company to be prepared within three months of its annual general meeting and laid before both Houses of Parliament together with a copy of the audit report and comments upon or supplement to the audit report, made by the Comptroller and Auditor-General of India.
- Where only State Government is a member of Government Company then it should prepare annual report as early as possible and lay it before house or both houses of State Legislature.
- Where along with Central Government State Government is also member in Government Company then annual report should be laid before the House or both Houses of the State Legislature together with a copy of the audit report and the comments upon or supplement to the audit report, made by the Comptroller and Auditor General of India.
→ Foreign Company:
Foreign company is defined in Section 2(42) of the Companies Act and it means a company which is incorporated outside India and has established a place of business within India or conducts any business in India.
→ Holding Company and Subsidiary Company:
As per Section 2(46) of the Companies Act, 2013, holding company, in relation to one or more other companies, means a company of which such companies are subsidiary companies.
Section 2(87) of the Companies Act, 2013 defines a subsidiary company. A company is a subsidiary of another if and only if: That other company controls the composition of its Board of Directors; or That other
- Where the first mentioned company is an existing company in respect of which the holders of Preference shares issued before the commencement of this Act have the same voting Rights in all respect as the holders of Equity shares exercises or controls more than half of the total voting power of such company.
- Where the first mentioned company is any other company, holds more than half in nominal value of its Equity share capitals. OR
- The company is a subsidiary of any company which is that other company’s subsidiary.
→ Producer Company:
Section 465(1) provides that the provisions of Part IXA of the Companies Act, 1956 shall be applicable mutatis mutandis to a Producer Company in a manner as if the Companies Act, 1956 has not been repealed until a special Act is enacted for Producer Companies. In view of the above provision, Producer Companies are still governed by the Companies Act, 1956.
A producer company is a body corporate having objects or activities specified in Section 581B and which is registered as such under the provisions of the Act.
→ Salient features of Producer Company are:
- only certain categories of persons can participate in the ownership of such companies.
- The members have necessarily to be ‘primary producers’, that is, persons engaged in an activity connected with, or related to, primary’ produce.
- Any ten or more individuals, each of them being a producer, that is, any person engaged in any activity connected with primary produce, any two or more producer institutions can incorporate Producer company.
- The companies shall be termed as limited and the liability of the members will be limited to the amount, if any, unpaid on the shares.
→ Incorporation of a Company:
Persons who have an intention to form a company and who take the necessary steps to carry that intention into operation. Such persons are called ‘promoters’. Section 2(69) of the Companies Act, 2013 defines the term ‘promoter’. The promoter is a person who brings a company into existence. A promoter is not an agent for the company which he is forming because a company cannot have an agent before it comes into existence. At this moment a promoter stands in a fiduciary position towards the company.
- It is the duty of promoter not to make any secret profit while incorporating a company but if it make then a promoter can be compelled by the company to hand over any secret profit which he has made without full disclosure to the company.
- A director or officer or employee of the issuer or a person, if acting as such merely in his professional capacity, shall not be deemed as a promoter.
- Before incorporating a company, choose the type of company that best suits your company’s purposes. For a public company, the minimum number of members is seven, while it is two in the case of a private company. The promoter has to gather the required number for subscribing to the Memorandum of Association.
→ Steps for Incorporation of company:
The following are the steps for the incorporation of a company:
1. Application for Availability of Name: A company cannot be registered in the name of an existing company. It also cannot be registered in a name, which is undesirable in the opinion of the Central Government. Therefore, it is necessary for the promoters to find out the availability of the name of the company from the Registrar of Companies. The first step in the formation of a company is the approval of the name by the Registrar of Companies (ROC).
After name approval, along with the application for incorporation, the Memorandum and Articles of Association in addition to other necessary prescribed documents has to be submitted with the ROC.
2. Memorandum of Association: According to Section 2(56) of the Companies Act, 2013 “memorandum” means the memorandum of association of a company as originally framed and altered from time to time in pursuance of any previous company law or this Act. The Memorandum of Association stipulates the constitution and objects of the company.
The memorandum of association of every company must contain the following clauses:
- The name of the company with ‘limited’ as the last word of the name in the case of a public limited company and with ‘private limited’ as the last word in the case of a private limited company.
- The state in which the registered office of the company is to be situated.
- The objects for which the company is proposed to be incorporated and any matter considered necessary in furtherance
- The liability of members is limited if the company is limited by shares or by guarantee.
- In the case of a company having a share capital, the amount of share capital with which the company proposes to be registered and its division into shares of a fixed amount.
- In the case of One Person Company, the name of the person who, in the event of death of the subscriber, shall become the member of the company
→ Articles of Association:
Articles of Association is a document in which rules and regulations are written which governs the internal administration of a company. In other words, it is concerned with the procedural matters in the routine conduct of the affairs of the company.
In the case of a private company, articles must contain provisions which
(a) Restrict the right to transfer its shares;
(b) Limit the number of its member to fifty excluding past and the present employees of the company;
(c) Prohibit any invitation to the public to subscribe for any share in or debenture of the company.
→ Contents of Articles of Association
The articles usually contain the following matter:
- Number and value of shares.
- Allotment of shares.
- Calls on shares.
- Lien on shares.
- Transfer and Transmission of shares.
- Forfeiture of share.
- Alteration of capital.
- Share certificates.
- Conversion of share into stock.
- Voting rights and proxies.
- Directors their appointment etc.
- Borrowing powers.
- Dividends and reserves.
- Accounts and audit.
- Winding up.
- Adoption of preliminary contracts
- Capitalisation of reserves.
- Audit Committee
→ Vetting of Memorandum and Articles:
Before getting the memorandum and articles printed it is good to get them vet by ROC specially if the promoters are new. Memorandum and articles should be divided into paragraphs and numbered consecutively.
Memorandum and Articles should be signed by the subscribers with their address, description and occupation. An agent can also sign the memorandum and articles on behalf of subscribers. These should be stamped as per the stamp act of the state where the company is having its registered office. Promoters may appoint attorney who will do all the work required for the incorporation formalities of the company. They are to be appointed by giving power of attorney on a non judicial stamp paper.
→ Incorporation of Company:
- Apply in Form No. INC. 1 for availability of name. The same shall be reserved for a period of 60 days
- MoA shall be in respective form as prescribed in Table A, B, C, D and E of Schedule I as may be applicable
- AOA should be followed by the tables F,G,H,I and J prescribed in SCHEDULE-1 to be signed by subscribers in Articles all the bye laws of the company corresponding to Companies Act, 2013 have to be considered. The names of First Director are mandatory to be given in AOA.
- File with ROC Form No. INC.7 (INC 2 in case of One Person Company) along with the fee as provided in the Companies (Registration Offices and Fees) Rules, 2014 for registration of company.
- The Memorandum and Articles of the company duly signed by all subscribers
- A declaration in Form No.INC.8 by an advocate or Practicing professional (CA, CS, CA) who is engaged in
incorporation and a person named in director as Director, Manager or Secretary, that all requirements related to incorporation has been complied with
- Pursuant to section 7(1 )(c) of the Companies Act, 2013 and rule 15 of the Companies (Incorporation) Rules, 2014 it Requires to take affidavit from Subscribers and First Directors of Company. An affidavit in Form No. INC.9 from each subscriber and from each person named as first director in the articles is required to be taken.
- The specimen signature of the subscriber and latest photograph duly verified by the banker or notary shall be in the prescribed Form No.INC.10.
- Every person who is to be appointed as director before appointment furnish to the company a consent in writing to act as such in form DIR-2.
- Form No. INC 22 should be filed mentioning the location of the registered office.
- Director should file Declaration with ROC in Form No. INC.21 for commencement of business duly verified by Practicing Company Secretary, Chartered Accountant or Cost Accountant within 180 days of incorporation.
→ Other Documents Require to File with ROC:
(a) POA, if any, executed by any subscriber authorizing a person to sign the Memorandum and Articles on his behalf.
(b) Where subscriber is body corporate, Certified True Copy (CTC) of resolution of the Board of Directors authorizing a person to sign the Memorandum and Articles on its behalf.
(c) POA in favour of person (professional) authorizing to make any correction at the time of registration.
→ Issue of certificate of incorporation by Registrar:
Section 7(2) of the Companies Act, 2013 states that the Registrar on the basis of documents and information filed under sub-section (1) of section 7, 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 INC 21 to the effect that the proposed company is incorporated under this Act.