When is a company incorporated?
A company is incorporated on the date stated in its certificate of incorporation. From that date the subscribers become a body corporate, able to exercise the company’s powers. The year of incorporation is the year of that date. It is not the year the name was reserved, and it is not the year a partnership deed was signed.
Which date counts?
The date printed on the certificate. Section 9 says that from the date of incorporation mentioned in the certificate, the subscribers to the memorandum and the later members are a body corporate. A later change of name does not change this date. The fresh certificate on a change of name records the new name of the same company.
What becomes a company?
Section 2(20) is the definition: a company incorporated under this Act or under any previous company law. The usual Indian companies are a private limited company, a public limited company, a one person company, and a section 8 company. Each is incorporated. They are not seven names for one filing.
How is the certificate obtained?
Part A of SPICe+ reserves the name, if the name is not identical with or too nearly like a name already on the register. Part B files the memorandum, the articles, and the registered-office proof. The first directors’ identification numbers are taken in that filing. They are not applied for on a separate form before SPICe+.
The older paper forms, including a director consent numbered as Form 32, an office form numbered as Form 18, and a declaration numbered as Form 1, are not the current application. The Registrar registers the company and issues the certificate when the filing is in order. The application carries the government fee. There is no minimum share capital stated in the Act for a private company.
Which structures are not companies?
A proprietorship, a partnership, and a limited liability partnership are not companies under section 2(20). A limited liability partnership is registered under its own Act. A partnership is created by agreement. A proprietorship is the owner. Those choices are on the start page. Calling one of them a company does not produce a certificate of incorporation.
Frequently asked questions
Four questions cover the reservation date, a partnership, the director number, and the certificate.
Is the name reservation the date of incorporation?
No. Reserving the name is Part A of SPICe+. The company exists from the date on the certificate, after Part B is registered.
Is a partnership incorporated as a company?
No. A partnership, a limited liability partnership, and a proprietorship are other structures. A company is a body incorporated under the Companies Act.
Must a director identification number be taken before SPICe+?
No. For a new company the first directors take the number inside SPICe+. A separate director form is not filed before the incorporation.
Is the certificate only evidence of the name?
No. The certificate is the Registrar’s record that the company is incorporated under the Act. The date on it is the date the body corporate begins.
Sources
Section 2(20) defines a company as a company incorporated under the Companies Act, 2013 or under any previous company law. The date of incorporation is the date on the certificate.