2476

Form No. 4

Agreement to Adopt the

Preliminary Agreement
This agreement is made at ..... (city) on the ....... day of ...... 20......
between
A B & Co. Private Limited, a company registered under the Companies
Act, 1956 and having its registered office at ....... hereinafter referred to
as the Company (which expression unless be repugnant to the context
or meaning thereof be deemed to include its executors, administrators
and assigns) of the ONE PAR T.
and
Mr. A, residing at ....... Mr. B, residing at ....... and Mr. C residing at
........ collectively hereinafter referred to as the Promoters (which expression
unless be repugnant to the context or meaning thereof be deemed to include
their heirs, executors, administrators and assigns) of the SECOND PAR T.
WHEREAS 1. By an agreement dated the ... day of ... entered into between the
Promoters on the one hand and Mr. X of the Other Part it was agreed
that the Promoters will form and register a private company limited by
the shares, with the object of taking over the business in electronic goods
carried on by Mr. X on the terms and conditions therein mentioned.
2. Accordingly, the company being the party of the first part hereto
has been formed and registered under the Companies Act, 1956 on the
...... day of ........ 20...
3. It was one of the terms of the said agreement that on the registration of the company, the company will adopt the said agreement.
4. By a resolution of the board of directors of the company dated .......
the board has resolved to adopt the said agreement and to enter into this
agreement for that purpose.
NOW IT IS AGREED BY AND BETWEEN THE PAR TIES HERETO AS
FOLLOWS :
1. The company hereby adopts the said agreement dated ... hereinbefore
recited and agrees to be bound by the same and the terms and conditions
therein mentioned relating to the purchase and taking over of the business of the said M/s Xs concern, as if the company was a party thereto
and had agreed to purchase or take over the said business from Mr. X
on the terms in the said agreement mentioned in place of the promoters.
2. And the company agrees and undertakes to comply with and to
implement all the terms and conditions mentioned in the said agreement.
IN WITNESS WHEREOF the parties have put their hands the day and
year first hereinabove written.
Signed for and on behalf of the

A B & Co. Private Ltd., by Mr. .....

)
)

AGREEMENT TO ADOPT THE PRELIMINARY AGREEMENT

a director duly authorised to do so by the

resolution of the Board of

Directors dated ... in the

presence of ... ...
...

Signed by the

promoters A B & Co. in the

presence of ... ...
...

2477

)
)
)
)
)
)
)

__________

_______________________

Stamp duty : This document will require stamp duty under Art 5(c) of the Indian
Stamp Act or corresponding Articles of State Acts.
Registration : It is not required to be registered under the Registration Act, 1908.
Stamp Duty, eStamping & Registration : See the Indian Stamp Act, 1899 (2 of
1899), Rates of Stamp Duty in various States, eStamping and Compulsorily & Optionally Registrable Documents under the Registration Act, 1908 (16 of 1908) in later Part
VIII [Chapters 1 to 8] on Stamp Duty, eStamping & Registration of Deeds & Documents.

2478

Form No. 5
Application and Declaration for
Incorporation of a Company (eForm No. 1)
The Companies (Central Governments) General
Rules and Forms, 1956
FORM NO. 1
[Pursuant to sections 33(1) and (2) of the Companies Act, 1956]
Application and declaration for incorporation of a company
Form Language

English

Hindi

Note - All fields marked in * are to be mandatorily filled.

1. * Indicate Registrar of Companies (RoC)

reference number for

name approval (Service request number (SRN) of Form 1A) Pre-Fill
2. (a) Name of the company

(b) * Type of the company

New company (others)

Section 25 company

Part IX company

Producer (Part IXA) company

(c) Whether the company is public or private

(d) *Category

Public

Private

(e) *Sub-category

(f) Section 25 licence number

(g) * Whether the company is
Having share capital

Not having
share capital

3. Name of the state in which the company is to be registered

4. Name of office of the Registrar of Companies in which the company is

to be registered

5. Capital structure of the company, in case of company having share capital

(a) Authorised capital of the company
Break up of Authorised capital

(in Rs.)

APPLICATION AND DECLARATION FOR

INCORPORATION OF A COMPANY (EFORM NO. 1)

Number of equity shares

2479

Total amount of equity shares (in Rs.)

Nominal amount per equity share

Number of preference shares
Total amount of preference

shares (in Rs.)

Nominal amount per preference share
(b) Subscribed capital of the company ( in Rs.)
Break up of Subscribed capital
Number of equity shares

Total amount of equity shares(in Rs.)

Nominal amount per equity share

Number of preference shares

Total amount of preference

shares (in Rs.)

Nominal amount per preference share

6. Details of number of members, in case of company not having

share capital
(a) Enter the maximum number of members
(b) Maximum number of members excluding proposed employee(s)
7. * Main division of industrial activity of the company
Description of the main division
8. * Enter the number of promoters [first subscribers

to the Memorandum of Association (MoA)]
Particulars of Promoters (first subscribers to the MoA)
* Category
* Director Identification number (DIN) or Income-tax per manent account number (Income-tax PAN) or passport
number or corporate identity number (CIN) or foreign company registration number (FCRN) or any other registration
number
* Name

Pre-fill

Fathers name

Husbands name

2480

APPLICATION AND DECLARATION FOR

INCORPORATION OF A COMPANY (EFORM NO. 1)

Nationality

Date of birth

(DD/MM/YYYY)

Occupation
Voter identity card number
Others (specify)
* Permanent address Line I
Line II
* City
* State

* Pin code

* ISO country code

Country
Phone

Fax

e-mail ID
* Whether present address is same as the permanent address

Yes

No

* Present address Line I

Line II
* City
* State

* Pin code

* ISO country code

Country
Phone
Number of shares subscribed

Fax
Total amount of shares
subscribed (in Rs.)

If already a director or promoter of a company(s), specify details of such

company(s) (In case director or promoter in more than three companies,
attach separate sheet as an optional attachment)
Director
Promoter
CIN

APPLICATION AND DECLARATION FOR

INCORPORATION OF A COMPANY (EFORM NO. 1)

2481

Name of the company

Director
Promoter
CIN


Name of the company
Director
Promoter
CIN

Pre-fill all

Name of the company

Whether the subscriber has been convicted by any
court for any offence involving moral turpitude or
economic or criminal offences or for any offences
in connection with the promotion, formation or
management of a company.

Yes

No

If yes, provide details

9. Particulars of payment of stamp duty (Refer instruction kit for

details before filling the particulars)
(a) State or Union territory in respect of
which stamp duty is paid or to be paid

(b) * Whether stamp duty is to be paid
electronically through MCA21 system

(i) Details of stamp duty to be paid
Type of document/Particulars

Form
1

Pre-fill
Yes

No

Memorandum
of association

Not applicable

Articles of
association

Amount of stamp duty to be

paid (in Rs.)

(ii) Provide details of stamp duty already paid
Type of document / Par- Form
ticulars
1
Total
stamp
Rs.)

amount
duty paid

of
(in

Mode of payment of stamp duty

Memoran- Articles of Others

dum of as- a s s o c i a sociation
tion

2482

APPLICATION AND DECLARATION FOR

INCORPORATION OF A COMPANY (EFORM NO. 1)

Type of document / Par- Form

ticulars
1

Memoran- Articles of Others

dum of as- a s s o c i a sociation
tion

Name of vendor or Treasury

or Authority or any other
competent agency authorised
to collect stamp duty or to sell
stamp papers or to emboss
the documents or to dispense
stamp vouchers on behalf of
the Government
Name of vendor or Treasury
or Authority or any other
competent agency authorised
to collect stamp duty or to sell
stamp papers or to emboss
the documents or to dispense
stamp vouchers on behalf of
the Government
Serial number of embossing
or stamps or stamp paper
or treasury challan number
Registration number of vendor
Date of purchase of stamps
or stamp paper or payment of
stamp duty (DD/MM/YYYY)
Place of purchase of stamps
or stamp paper or payment
of stamp duty
10. Memorandum of association and Articles of association are submitted herewith.
Attachments
List of attachments
1. * Memorandum of association
Attach

2. * Articles of association
Attach

3. Annexure containing details of
Attach

subscribers

4. No objection certificate in case
Attach

there is change in promoters

(first subscribers to the MoA)

5. Optional attachment(s) - if any
Attach
Remove Attachment

APPLICATION AND DECLARATION FOR

INCORPORATION OF A COMPANY (EFORM NO. 1)

2483

Declaration
* I,
Son

Daughter

Wife of *

do solemnly declare as under:

(i) * That I am
An advocate of the supreme court or a high court who is engaged
in the formation of the company.
An attorney or pleader entitled to appear before a high court who
is engaged in the formation of the company.
A company secretary (in whole-time practice) in India who is engaged in the formation of the company.
A chartered accountant (in whole-time practice) in India who is
engaged in the for -mation of the company.
A person named in the articles as a director, manager or secretary
of the company.
(ii) And I, further declare that the particulars given above are true to the
best of my knowledge and belief;
(iii) Form 18 and 32 are also being filed simultaneously;
(iv) I further confirm that I am duly authorised to submit this application;
and that all the particulars mentioned above are as provided in the
articles of association as subscribed by the subscribers of the company;
(v) That all the requirements of the Companies Act, 1956 and rules there
under in respect of all the matters precedent in the registration of the
company and incidental thereto have been complied with and I make
this solemn declaration conscientiously believing the same to be true;
(vi) That the company has paid correct stamp duty as per applicable
Stamp Act;
(vii) That the subscribers have given declaration of details of his/her
conviction by any court for any offence involving moral turpitude or
economic or criminal offences or for any offences in connection with
the promotion, formation or management of a company;
(viii) That the subscribers have given declaration that he/she has not been
declared as proclaimed offender by any Economic Offence Court or
Judicial Magistrate Court or High Court or any other Court.
To be digitally signed by
A person named in the articles as director or
manager or secretary of the company

2484

APPLICATION AND DECLARATION FOR

INCORPORATION OF A COMPANY (EFORM NO. 1)

Designation
DIN of the director; or
Income-tax PAN of the manager; or
Membership number, if applicable or income-tax PAN
of the secretary (secretary of a company who is not a
member of ICSI, may quote his/ her income-tax PAN); or
An advocate or attorney or pleader or company
secretary or chartered accountant
(in whole-time practice)
Income-tax PAN of the advocate or attorney or pleader
In case of a company secretary or chartered accountant
(in whole-time practice), mention
Whether associate or fellow
Associate

Fellow

Membership number or certificate of practice number

Modify

Check Form

Submit

Prescrutiny

For office use only:

Affix eStamp and filing details

eForm Service request number (SRN)

eForm filing date

(DD/MM/YYYY)

This e-Form is hereby registered

Digital signature of the authorising officer
Date of signing

Confirm Submission

(DD/MM/YYYY)

Notes : Preliminary Notes : See Preliminary Notes on E-Filing of eForm 1 with

MoA, AoA, eForms 18 & 32, Instructions for Filling of E-Form 1, List of Main Divisions of Industrial Activities, State-wise Stamp Duty Rates for eForms 1, MoA and
AoA & E-Stamp Duty mandatory through MCA-21 (w.e.f. 12-9-2009), Registration
Fees, Filing Fees & in eMode/Challan mode (w.e.f. 29-5-2011), User Guide on Paying MCA-21 Fees & e-Stamp Duty via NEFT & Steps to Register a New Company
on the MCA-21 portal, dealt with earlier in this Chapter