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After completing all the above given formalities, promoters make an
Performa for Statutory Declaration


The Companies Act. 1956

Declaration of Compliance with requirements of the Companies Act, 1956 on Application for Registration of a Company.





I, ........(NAME OF CA).......Partner of... (NAME OF CA FIRM & ITS ADDRESS)..., do solemnly and sincerely declare that I am a Chartered Accountant in whole time practice in India, who is engaged in the formation of the company "M/s.———————————————— PRIVATE LIMITED". And that all the requirements of the Companies Act, 1956 and the rules there under in respect of matters precedent to the registration of the said company and incidental thereto have been complied with and I make this solemn declaration conscientiously believing the same to be true.





application for the incorporation of their company. The application has to be submitted to the Registrar of Companies of the state where they plan to setup the registered office of the company. This application should be must be accompanied with certain documents which have already been discussed by us. Some are briefly mentioned below:
  1. The first document required is the Memorandum of Association duly stamped, signed and witnessed.
  2. The Articles of Association duly stamped and witnessed. But however if the company adopts table A then its not required.
  3. Written approval of the suggested directors to act as directors and should undertake to purchase of qualification shares.
  4. The agreement with the proposed Managing Director or Manager or whole-time director if required.
  5. A copy of the Registrar's approval letter for the company's name.
  6. A statutory declaration confirming that all legal documents for registration have been complied. The signatories are also suppose to give their address, occupation and the number of shares subscribed by them.
  7. A notice about the exact address of the registered office should be submitted along with these documents and if its not submitted at the time of incorporation, it can be done within 30 days of the receipt of the certificate of incorporation.
Preliminary Contracts

During the promotion of the company, promoters enter into certain contracts with third parties on behalf of the company. These are called preliminary contracts or pre-incorporation contracts. These are not legally binding on the company. A company after coming into existence may, if it so chooses, decide to enter into fresh contracts with the same terms and conditions to honour the contracts made by the promoters. Note that it cannot ratify a preliminary contract. A company thus cannot be forced to honour a preliminary contract. Promoters, however, remain personally liable to third parties for these contracts.

  1. Documentary evidence that the registration fees has been paid. The Registrar upon submission of the application with all the other required documents has to check that all the documents are in order and that all the statutory requirements regarding the registration are complied.

Effect of the Certificate of Incorporation

A company is said to be legally born on the date as printed on the Certificate of incorporation.


I hereby certify that ....................................................... (name of the company) is this day incorporated under the Companies Act 1956, and that the Company is limited.

Given under my hand at Delhi, this seventh day of November, two thousand and five.

Fees: Deed Stamp                                 Rs. ..........................

Stamp Duty on Capital                           Rs. .........................


SEAL                                                    Sd/-



                                                     Registrar of Companies


Corporate Identity Number of Company : 1352 of 2005

It thus becomes one legal unit with continuous succession on such date. Its then allowed to enter under valid contracts. This certificate is a decisive evidence of the regularity of the company's incorporation. Imagine, what would happen if an unsuspecting party enters into a contract with a company whose certificate of incorporation was improper and hence invalid. Hence only when a Certificate of Incorporation has been issued, the company has become a legal business unit irrespective of any flaw in its registration. Therefore the Certificate of Incorporation is a very decisive evidence of the legal existence of a company. Some interesting examples showing the importance of this certificate is given below:
  1. Documents for registration were filed on 7th feb and the Certificate of Incorporation was issued on 9th feb. But 7th feb is the mentioned date on the certificate. It was decided that the company was in existence and the agreements signed on 7th feb were considered valid.
  2. The signatures of others were forged on the Memorandum by a person and The Incorporation is still valid.
Hence, whatever be the shortcome in the formalities, the Certificate of Incorporation once issued, is a decisive evidence of the existence of the company. Even when a company is getting registered illegally, the company's birth cannot be questioned and the only solution present is to wind it up. Because the Certificate of Incorporation is so important, the Registrar is suppose to be very careful before issuing it. A private company can at once start its business as soon as the certification of incorporation is issued but a public company will have to undergo two more stages for its formation.

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