Certificate of Incorporation | Company Law - CLAT PG PDF Download

Introduction

After the Memorandum of Association and Articles of Association are properly stamped, documents and forms are submitted, and filing fees are paid, the Registrar of Companies (ROC) reviews the documents. If needed, the ROC may ask the authorized person to make corrections. Once everything is in order, the ROC issues a Certificate of Incorporation, marking the official existence of the company. This process typically takes one to two weeks from the date of filing the Memorandum and Articles.

While a private company can start its business immediately after receiving the Certificate of Incorporation, a public company must wait until it obtains a Certificate of Commencement of Business from the ROC.

Certificate of Incorporation

The Certificate of Incorporation is a crucial legal document issued by the Registrar of Companies (RoC) in India, signifying the formal establishment of a company under the Companies Act, 2013. It serves as official proof that the company has been registered and is now a legally recognized entity.

Contents of Certificate of Incorporation

• Company Name: The registered name of the company as per the Memorandum of Association.
• Registration Number: A unique identification number assigned to the company upon registration.
• Date of Incorporation: The official date when the company is considered to be formed.
• State of Registration: The state in which the company is registered.
• Type of Company: Indication of whether the company is a private or public limited company.
• Authorized Capital: The maximum amount of share capital that the company is authorized to issue, as specified in the Memorandum of Association.
• Registered Office Address: The official address of the company’s registered office, where all communications and notices are sent.
• Digital Signature of RoC: The certificate is digitally signed by the Registrar of Companies, ensuring its authenticity.
• Other Relevant Details: Any additional information relevant to the company’s registration.

Importance of Certificate of Incorporation

• Legal Recognition: It provides the company with legal recognition and the ability to operate as a separate legal entity.
• Commencement of Business: For private companies, it signifies the commencement of business activities. Public companies, however, need to obtain a Certificate of Commencement of Business separately to start their operations.
• Proof of Registration: It serves as official proof of the company’s registration and can be used for various legal and administrative purposes.
• Bank Account Opening: Essential for opening a bank account in the company’s name, as banks require this certificate as part of the documentation.
• Contracts and Agreements: Often needed when entering into contracts or agreements, as it establishes the company’s legal status.
• Compliance and Regulatory Requirements: Notices and communications from regulatory authorities are sent to the registered office address mentioned in the certificate, making it crucial for compliance.
• Tax Registration and Licenses: May be required for obtaining various licenses and registrations, including tax registrations.

Private and Public Limited Companies

1. Private Limited Company:

• A private limited company can start its business operations immediately after receiving the Certificate of Incorporation from the Registrar of Companies (RoC).
• This certificate serves as legal proof of the company's registration and allows it to engage in various business activities without any further delay.

2. Public Limited Company:

• A public limited company, on the other hand, cannot commence its business activities right away after receiving the Certificate of Incorporation.
• It must first obtain a separate document called the Certificate of Commencement of Business from the Registrar of Companies (RoC).
• This additional step is necessary to ensure that the public company meets specific regulatory requirements before starting its operations.