Registration (Ss.12, 33).

Section 12 states that. ”any seven or more persons or where the company to be formed will be a private company, two or more persons, associated for any lawful purpose may, by subscribing their names to a  memorandum of association and otherwise complying with the requirements of this Act in respect of registration form an incorporated company, with or without limited liability.” Thus, the promoters will have to get together at least seven persons in the case of a public company, or two persons in the case of a private company to subscribe to the memorandum of association.

Section 33 states that the following three documents are required to be presented to the Registrar of companies of the State in which the registered office of the company is to be situated, for the purpose of registration of a company: (i) the memorandum of the company; (ii) the articles, if any; (iii) the agreement, if any, which the company proposes to enter into with any individual for appointment as its managing or wholetime director or manager.

The documents in (i) and above are required to be signed by seven persons in the case of a public company and by two persons in the case of a private company. As we shall see later, certain types of companies need not frame their own Articles of Association; in that case “Regulations for Management of a Company Limited by shares” (given in Table A of Schedule I to the Act, 1956) may be adopted.

Section 33 also requires a declaration to be filed with the Registrar along with the Memorandum and the Articles. This is Known as “Statutory Declaration of  Compliance.” It can be made by an advocate of Supreme Court or of a High Court, an Attorney or pleader entitled to appear before a High Court, Or a Company Secretary or a Chartered Accountant in wholetime practice in India, who is engaged in the formation of the company, or by a person named in the articles as a director, manager or secretary of the company. The declaration must certify that all requirements of the Act and Rules made thereunder in respect of registration have been complied with.

Section 266 requires that if the first directors are appointed by the articles then the following must be complied with before the registration of articles with the Registrar: (i) Written consent of those directors to act, signed by themselves, or by an agent duly authorized in writing; and (ii) an undertaking in writing signed by each director to take from the company and pay for his qualification shares (if any), Unless he has taken his qualification shares and paid or agreed to pay for them, or signed the Memorandum for a number of shares not less than the qualification shares.

Section 266 is applicable only to a public company having a share capital.