Principles of Drafting Company Documents Under the Companies Act, 2013

Understand Drafting of Company Documents: Principles and Overview

Key rules to remember

Drafting checklist

Section → required contents → prescribed form → signatories → time limit → filing

Run every question through these six points in order.

Incorporation filing (Section 7(1))

Memorandum and articles + declaration of professional + declaration of subscribers and first directors + address for correspondence + particulars of subscribers and first directors + directors' interests and consent

Filed with the Registrar having jurisdiction over the proposed registered office.

Registrar's action (Section 7(2) and (3))

Register documents → issue certificate of incorporation → allot corporate identity number

The CIN is a distinct identity and is included in the certificate.

Foreign company filing (Section 380(1))

Delivery to Registrar within 30 days of establishing a place of business in India

Includes certified charter or constitution, principal office address, list of directors and secretary, India-resident process agent, Indian principal place of business, earlier-business particulars, a declaration on convictions and debarment, and other prescribed information.

Alteration return (Section 380(3))

Alteration → return in prescribed form within 30 days

A non-English instrument needs a certified English translation.

Preservation duty (Section 7(4))

Keep copies of originally filed documents at the registered office till dissolution

Applies to documents filed for incorporation.

Consequence of false filing (Section 7(5)-(7))

False or suppressed information → action under section 447; Tribunal may regulate management, make liability unlimited, remove the name, or order winding up

The Tribunal must hear the company and consider its transactions first.

How to solve Drafting of Company Documents: Principles and Overview questions

1. 1Identify the document and the governing section. Name the section only when you are sure of it.
2. 2State the rule in plain words: who must file, with whom, and by when.
3. 3List the required contents from the section, item by item.
4. 4Apply them to the facts: pick out the names, addresses, dates and persons given in the question.
5. 5Draft the document or clause in precise language, with the correct heading, parties and date.
6. 6Add the signatories, declarations and attachments the law demands.
7. 7Note the time limit, the filing authority and the consequence of default or false statement.
8. 8Conclude in one line stating what is to be filed, by whom and by when.

Quickest way: Six-point statutory check

Common mistakes in Drafting of Company Documents: Principles and Overview

• Writing general advice on good drafting instead of applying the section.

  The topic title sounds theoretical, so students write essays on clarity and style.

  Fix: Anchor every answer to a provision and its listed contents, then use clarity and precision to present them.

• Leaving out required items such as the process agent in India or the declaration on convictions for a foreign company.

  Students memorise only the main documents, like the charter and address.

  Fix: Learn the list in section 380(1) as a numbered checklist (a) to (h) and tick each one.

• Missing the thirty-day limits.

  Students focus on contents and forget timing.

  Fix: Attach the deadline to every filing. Section 380 gives thirty days both for initial delivery and for alterations.

• Saying the Registrar is responsible for the correctness of the document.

  Students think registration means approval.

  Fix: State that the Registrar registers on the basis of what is filed, while the company and signatories answer for its accuracy. Section 7(5) and (6) show liability for false particulars.

• Treating a foreign company's non-English charter as acceptable without translation.

  The translation requirement sits in a short clause and is easily skipped.

  Fix: Remember that a certified English translation is required if the instrument is not in English.

• Mixing up the declaration by the professional with the declaration by subscribers and first directors.

  Both are called declarations and both appear in section 7(1).

  Fix: Link clause (b) to the advocate, chartered accountant, cost accountant or company secretary in practice engaged in formation, plus a person named in the articles. Link clause (c) to subscribers and first directors.

Worked examples