Companies Act 2013-Signing and witness to Memorandum and Articles

(1)      Individual Subscriber
The memorandum and articles of association of the company shall be signed by each subscriber to the memorandum, who shall add his name, address, description and occupation, if any, in the presence of at least one witness who shall attest the signature and shall likewise sign and add his name, address, description and occupation, if any and the witness shall state that

 “I witness to subscriber/subscriber(s), who has/have subscribed and signed in my presence(date and place to be given); further I have verified his or their Identity Details (ID) for their identification and satisfied myself of his/her/their identification particulars as filled in”

          Illiterate Subscriber :

Where a subscriber to the memorandum is illiterate, he shall affix his thumb impression or mark which shall be described as such by the person, writing for him, who shall place the name of the subscriber against or below the mark and authenticate it by his own signature and he shall also write against the name of the subscriber, the number of shares taken by him.

Such person shall also read and explain the contents of the memorandum and articles of association to the  subscriber and make an endorsement to that effect on the memorandum and articles of association.

(2)      Body Corporate Subscriber
Where the subscriber to the memorandum is a body corporate, the memorandum and articles of association shall be signed by director, officer or employee of the body corporate duly authorized in this behalf by a resolution of the board of directors of the body corporate and where the subscriber is a Limited Liability Partnership, it shall be signed by a partner of the Limited Liability Partnership, duly authorized by a resolution approved by all the partners ofthe Limited Liability Partnership:

Provided that in either case, the person so authorized shall not, at the same time, be a subscriber to the memorandum and articles of Association.

(3)      Foreign National Subscriber residing outside India

(a)    Commonwealth Countries
Where the foreign national is living in a country in any part of the Commonwealth, his signatures and address on the memorandum and articles of association and proof of identity shall be notarized by a Notary (Public) in that part of the Commonwealth.
See list of Commonwealth Countries >>

(b)    Hague Apostille Convention
Where the foreign national is living in a country which is a party to the Hague Apostille Convention, 1961, his signatures and address on the memorandum and articles of association and proof of identity shall be notarized before the Notary (Public) of the country of his origin and be duly apostillised in accordance with the said Hague Convention.

(c)    Outside Commonwealth Countries
In a country outside the Commonwealth and which is not a party to the Hague Apostille Convention,1961, his signatures and address on the memorandum and articles of association and proof of identity, shall be notarized before the Notary (Public) of such country and the certificate of the Notary (Public) shall be authenticated by a  Diplomatic or Consular Officer empowered in this behalf under section 3 of the Diplomatic and Consular Officers (Oaths and Fees) Act, 1948 (40 of 1948) or, where thereis no such officer by any of the officials mentioned in section 6 of the Commissioners of Oaths Act, 1889 (52 and 53 Vic.C.10), or in any Act amending the same;

(d)    Visited in India
Where the foreign nationalvisited in India and intended to incorporate a company, in such case theincorporation shall be allowed if, he/she is having a valid Business Visa.

Explanation.- For the purposes of this clause, it is hereby clarified that, in case of Person is of Indian Origin or Overseas Citizen of India, requirement of business Visa shall not be applicable.

Apostille Convention
The apostillisation simplifies the authentication of public documents which are to be used abroad. In this only a single certificate is issued by the competent authority of the country where the public document was executed. This certificate is better known as an “Apostille”.A traditional legislation process might involve a number of authentication steps from the country of execution of the public document to the country of the use of the public document.

Designated Competent Authorities:
Under Apostillee Convention, every participating country is required to designate one or more competent authoritiesto issue Apostilles.

In India the Ministry of External Affairs ( CompetentAuthority) is the nodal Ministry for consular legalization i.e. attestation/apostille of documents for use in India and abroad. List of service locations and list of outsourced agencies >>