DSC for Company Registration — What the Companies Act Requires

What the Companies Act Requires a DSC For

A Digital Signature Certificate question is really two questions: what does company law require to be signed electronically, and which certificate satisfies that requirement technologically. This article answers the first from Section 7 of the Companies Act, 2013 and Rule 8 of the Companies (Registration Offices and Fees) Rules, 2014. On the second, Rule 8(4) itself fixes the class: the certificate is not valid unless it is of Class II or Class III specification under the Information Technology Act, 2000. Pricing, validity and issuance by a certifying authority are outside company law and are not addressed here. (Companies Act, 2013, Section 7; Companies (Registration Offices and Fees) Rules, 2014, Rule 8) [1]

The Statutory Anchor: Signatures and Declarations

The memorandum and articles of a company must be duly signed by all the subscribers to the memorandum before they are filed for registration. (Companies Act, 2013, Section 7(1)(a)) [2]

A declaration must also be filed, in the prescribed form, by an advocate, chartered accountant, cost accountant or company secretary in practice engaged in the formation of the company, and by a person named in the articles as a director, manager or secretary. (Companies Act, 2013, Section 7(1)(b)) [3]

These documents and the declaration are filed with the Registrar within whose jurisdiction the registered office of the company is proposed to be situated. (Companies Act, 2013, Section 7(1)) [4]

Separately, the Companies Act, 2013 deals with the authentication of documents, proceedings and contracts in Section 21. (Companies Act, 2013, Section 21) [5]

An intending director must also apply for the allotment of a Director Identification Number. (Companies Act, 2013, Section 153) [6]

The Registrar does not set the form or the fee; both are prescribed by rules. The professional's declaration under Section 7(1)(b) is made in Form No. INC.8 (Companies (Incorporation) Rules, 2014, Rule 14). Filing fees are payable as set out in the Table annexed to the Companies (Registration Offices and Fees) Rules, 2014 (Rule 12(1)). Check the MCA portal for the current version of the form before filing.

E-Form Signing: Rule 8 of the Registration Offices and Fees Rules

Every electronic form filed with the Registrar — including the incorporation forms under Section 7 and the DIN application under Section 153 — must be authenticated by the authorised signatory using a digital signature. (Companies (Registration Offices and Fees) Rules, 2014, Rule 8(1)) [7]

The authorised signatory, and the professional who certifies the e-form, are each responsible for the correctness of its contents and of the enclosures attached to it. (Companies (Registration Offices and Fees) Rules, 2014, Rule 8(3)) [8]

Every person authorised to authenticate e-forms, documents or applications filed under the Act or its rules must obtain a digital signature certificate from a Certifying Authority for that purpose. That certificate is not valid unless it is of Class II or Class III specification under the Information Technology Act, 2000. (Companies (Registration Offices and Fees) Rules, 2014, Rule 8(4)) [9]

How the certificate is applied for, its price and validity, and whether a soft or hardware token is used, are matters for the Certifying Authority and the Information Technology Act, 2000 framework. Check with a licensed Certifying Authority and the MCA portal before filing.

Whether a single DSC filed for one purpose can be reused, or whether each subscriber must sign with their own certificate, follows from the requirement that the memorandum and articles be signed by all subscribers (Section 7(1)(a)) and that each e-form be authenticated by its own authorised signatory (Rule 8(1)). (Companies Act, 2013, Section 7(1)(a); Companies (Registration Offices and Fees) Rules, 2014, Rule 8(1)) [10]

Sequence That Is Statutorily Anchored

• The subscribers sign the memorandum and articles under Companies Act, 2013, Section 7(1)(a). [13]
• The specified professionals and a person named in the articles give the declaration in the prescribed form under Section 7(1)(b). [14]
• Each person named in the articles as a first director must have a Director Identification Number (applied for under Section 153) before or at filing, because Section 7(1)(f) requires the first directors' DIN to be among the particulars filed for registration. [15]
• The documents are filed with the Registrar under Section 7(1). [16]
• The Registrar registers the documents and issues the certificate of incorporation under Section 7(2). From the date of incorporation mentioned in the certificate, the subscribers become a body corporate under Section 9. [17]

FAQ

Q1: Does the Companies Act, 2013 require a Digital Signature Certificate?

The Act requires the memorandum and articles to be duly signed by all subscribers (Section 7(1)(a)) and a prescribed declaration to be filed (Section 7(1)(b)). The duty to use a DSC comes from rules made under the Act. Rule 8(1) of the Companies (Registration Offices and Fees) Rules, 2014 requires electronic forms to be authenticated using a digital signature. Rule 8(4) requires a Class II or Class III certificate under the Information Technology Act, 2000, which supplies the specifications. (Companies Act, 2013, Section 7(1)(a) and 7(1)(b); Companies (Registration Offices and Fees) Rules, 2014, Rule 8(1) and 8(4)) [11]

Q2: Which DSC class do I need?

Under Rule 8(4) of the Companies (Registration Offices and Fees) Rules, 2014, a certificate used to authenticate MCA e-forms is not valid unless it is of Class II or Class III specification under the Information Technology Act, 2000. Check with a licensed Certifying Authority which certificates it currently issues to that specification.

Q3: How do I obtain a DSC?

The application and verification process is set by the licensed Certifying Authority you apply to.

Q4: How much does a DSC cost, and how long is it valid?

Pricing and validity are set by the licensed Certifying Authority; check with the Certifying Authority before purchasing.

Q5: Where in the Companies Act is authentication of documents dealt with?

Section 21 of the Companies Act, 2013 is titled "Authentication of documents, proceedings and contracts". (Companies Act, 2013, Section 21) [12]

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Internal links: See makeitlegit.in/start for entity selection and incorporation guidance, and makeitlegit.in/tools/company-type-comparison for entity choice.

Primary source: Companies Act, 2013 — Sections 7, 9, 21 and 153; Companies (Registration Offices and Fees) Rules, 2014 — Rules 8 and 12; Companies (Incorporation) Rules, 2014 — Rule 14. The required DSC class (Class II or Class III) is set by Rule 8(4). Price, validity and issuance are governed by the Information Technology Act, 2000 and the Certifying Authority framework, and are outside the scope of this article.

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Sources

• Companies Act, 2013, Section 7 — Incorporation of company; Companies (Registration Offices and Fees) Rules, 2014, Rule 8 — Authentication of documents
• Companies Act, 2013, Section 7(1)(a) — memorandum and articles duly signed by all subscribers
• Companies Act, 2013, Section 7(1)(b) — declaration in the prescribed form
• Companies Act, 2013, Section 7(1) — documents and information for registration
• Companies Act, 2013, Section 21 — Authentication of documents, proceedings and contracts
• Companies Act, 2013, Section 153 — Application for allotment of Director Identification Number
• Companies (Registration Offices and Fees) Rules, 2014, Rule 8(1) — Authentication of documents
• Companies (Registration Offices and Fees) Rules, 2014, Rule 8(3) — Authentication of documents
• Companies (Registration Offices and Fees) Rules, 2014, Rule 8(4) — Authentication of documents (DSC of Class II or Class III specification)
• Companies Act, 2013, Section 7(1)(a) — memorandum and articles duly signed by all subscribers; Companies (Registration Offices and Fees) Rules, 2014, Rule 8(1) — Authentication of documents
• Companies Act, 2013, Section 7(1)(a) and 7(1)(b) — signatures and declaration; Companies (Registration Offices and Fees) Rules, 2014, Rule 8(1) and 8(4) — Authentication of documents
• Companies Act, 2013, Section 21 — Authentication of documents, proceedings and contracts
• Companies Act, 2013, Section 7(1)(a) — memorandum and articles duly signed by all subscribers
• Companies Act, 2013, Section 7(1)(b) — declaration in the prescribed form; Companies (Incorporation) Rules, 2014, Rule 14 — Form No. INC.8
• Companies Act, 2013, Section 7(1)(f) — particulars of first directors including Director Identification Number; Section 153 — Application for allotment of Director Identification Number
• Companies Act, 2013, Section 7(1) — documents and information for registration
• Companies Act, 2013, Section 7(2) — Certificate of incorporation; Section 9 — Effect of registration

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See Also

• How to Download MOA and AOA from MCA Portal
• Is an LLP Agreement a Public Document?
• Can a Sole Proprietorship Be Converted into a Private Limited Company?