Form INC-9: Applicability, Requirements and Declaration Process

Introduction

Company incorporation in India requires certain statutory declarations from the persons involved in forming the company. Form INC-9 is the prescribed declaration connected with subscribers to the Memorandum of Association and persons named as the first directors in the Articles of Association.

The declaration addresses specified past conduct of these persons and confirms the correctness, completeness and truthfulness of documents filed for registration. It is therefore part of the incorporation process and not a routine post-incorporation return. This guide explains its legal basis, applicability, requirements and submission process under the MCA framework.

What is Form INC-9?

Form INC-9 is titled “Declaration by Subscribers and First Directors.” It is prescribed pursuant to Section 7(1)(c) of the Companies Act, 2013, read with Rule 15 of the Companies (Incorporation) Rules, 2014.

Section 7(1)(c) requires a declaration from each subscriber to the memorandum and from persons named as the first directors, if any, in the articles. The declaration states that, during the preceding five years, the person has not been convicted of an offence connected with the promotion, formation or management of a company, and has not been found guilty of fraud, misfeasance or breach of duty to a company under the Companies Act, 2013 or any previous company law.

It also confirms that the documents filed with the Registrar for registration contain information that is correct, complete and true to the best of the declarant’s knowledge and belief.

What is the Purpose of Form INC-9?

The purpose of INC-9 is to obtain the statutory declaration required from subscribers and first directors at the incorporation stage. It places responsibility on these persons for the statements required by Section 7(1)(c).

This should not be confused with Section 7(1)(b), which requires a separate declaration regarding compliance with the requirements of the Companies Act and the rules for registration from the professionals and specified persons covered by that clause. Form INC-9 specifically concerns the declaration required from subscribers and first directors.

Legal Provision Governing Form INC-9

The legal basis is Section 7(1)(c) of the Companies Act, 2013. Rule 15 of the Companies (Incorporation) Rules, 2014 prescribes the declaration in INC-9. The present MCA form itself identifies these provisions as its legal basis.

Since Section 7 deals with incorporation, this declaration forms part of the statutory registration documentation. Accuracy is important because the declarants confirm specified past conduct as well as the correctness and completeness of the documents filed with the Registrar.

Who is Required to Submit Form INC-9?

The declaration applies to:

• Each subscriber to the Memorandum of Association
• Each person named as a first director in the Articles of Association

A person may be both a subscriber and a first director. The capacity and particulars of every person should remain consistent across the incorporation application, identification records, MoA and AoA. Section 7 also specifically requires prescribed particulars where a subscriber is a body corporate.

For a better understanding of these constitutional documents, read our guide on the Memorandum of Association and Articles of Association.

What Declarations are Made in Form INC-9?

The declarations in INC-9 reflect Section 7(1)(c). Broadly, the declarant confirms that during the preceding five years:

1. No relevant conviction: The declarant has not been convicted of an offence connected with the promotion, formation or management of a company.
2. No finding of fraud or breach: The declarant has not been found guilty of fraud, misfeasance or breach of duty to a company under the Companies Act, 2013 or any previous company law.
3. Correct registration information: The documents filed with the Registrar contain information that is correct, complete and true to the best of the declarant’s knowledge and belief.

The current Form INC-9 also contains a declaration for subscribers on whether Government approval is required under the Foreign Exchange Management (Non-debt Instruments) Rules, 2019 before subscription of shares. Where such approval is required, the form provides for confirmation that it has been obtained and enclosed. This addition is relevant particularly in incorporation cases involving foreign investment to which the approval requirement applies.

The declaration should therefore be reviewed together with the incorporation documents rather than treated as an isolated form.

Requirements for Form INC-9

The information used for Form INC-9 is linked with the company incorporation application. Subscriber details, first director particulars and relevant identification information should match the information entered in SPICe+ Part B.

The details should also be consistent with the applicable MoA, AoA and other incorporation documents. The current INC-9 format provides for identification through DIN or PAN, depending on the category of declarant, and contains DSC fields for authentication.

Applicants should follow the live MCA portal and the applicable instruction kit because electronic filing procedures can change even when the statutory declaration under Section 7(1)(c) remains the same.

How to Submit Form INC-9?

Form INC-9 is handled within the SPICe+ company incorporation framework. MCA currently uses the integrated SPICe+ Part B application for incorporation and related services.

Step 1: Complete SPICe+ Part B

Enter the required incorporation particulars in SPICe+ Part B, including the applicable company, subscriber, director, registered office and capital information.

Applicants who need professional assistance can also refer to our SPICe Plus Form Filing service.

Step 2: Add Subscriber and Director Details

Provide accurate information for each subscriber and proposed first director. Since the declaration relates directly to these persons, their particulars should correspond with the identification records and other incorporation documents.

Step 3: Complete Applicable Linked Forms

Complete eMoA in INC-33, eAoA in INC-34 and other applicable linked incorporation forms. MCA states that SPICe+ Part B is used with eMoA and eAoA for incorporation where these electronic forms apply. Where they are not applicable, signed MoA and AoA are attached as required.

Step 4: Complete INC-9 Through the Applicable Route

In eligible incorporation cases, the MCA incorporation system provides for electronic handling of INC-9 as part of the linked filing process.
Applicants should use the form or attachment route made applicable by the MCA system rather than independently substituting a different declaration. MCA continues to provide INC-9 as part of its incorporation form framework on the current portal.

Step 5: Review and Authenticate

Check the names, capacities, DIN or PAN details and declaration information before submission. Complete the applicable DSC authentication required by the MCA filing system. The current INC-9 format includes DSC fields for the relevant declarants.

Step 6: Submit the Incorporation Filing

Submit Form INC-9 with SPICe+ Part B and the applicable linked forms or attachments. INC-9 forms part of the overall incorporation application and does not replace any other incorporation document required in a particular case. For the complete incorporation process, applicants can also explore our Private Limited Company Registration service.

Is Form INC-9 Mandatory for Company Incorporation?

The declaration required under Section 7(1)(c) is a statutory requirement for each subscriber to the memorandum and each person named as a first director in the articles. Rule 15 prescribes INC-9 for this declaration.

However, the legal obligation to make the declaration should be distinguished from the technical method used to submit it. Depending on the MCA incorporation workflow applicable to the case, INC-9 may be handled electronically or through the prescribed attachment process.

Therefore, it is more accurate to say that the declaration is mandatory for persons covered by Section 7(1)(c), while the manner of submitting it depends on the applicable MCA process.

Who Needs to Sign Form INC-9?

Form INC-9 must be authenticated by the subscribers and first directors to whom the relevant declaration applies.

The current MCA format separately provides for subscribers, subscriber-cum-directors and directors, and includes DSC fields for authentication. It also provides for an authorised person in relation to a non-individual first subscriber.

Where electronic INC-9 is generated, the signatories should follow the authentication requirements displayed by the MCA portal. Where a declaration is required as an attachment, the execution requirements applicable to that incorporation case should be followed.

Is Form INC-9 Automatically Generated on the MCA Portal?

In eligible incorporation cases, MCA’s SPICe+ filing framework provides for electronic generation and handling of Form INC-9 as part of the incorporation process.

Applicants should not assume that every incorporation will follow an identical technical route. The applicable linked forms and attachment requirements depend on the particulars entered in the application and the MCA filing process applicable to the case.

If electronic INC-9 is generated, the applicant should complete and authenticate it through that route. If the portal requires the declaration as an attachment, the applicable attachment process should be followed. The MCA’s current website continues to provide SPICe+ and linked filing guidance for company incorporation.

Is Form INC-9 Filed Separately from SPICe+?

INC-9 is not a routine standalone post-incorporation return. It belongs to the incorporation filing framework associated with SPICe+.

MCA currently uses SPICe+ Part B as the integrated application for company incorporation, with eMoA, eAoA and other linked forms used where applicable.

Businesses looking for broader incorporation assistance can also refer to our Company Registration Services page.

Form INC-9 vs Form INC-20A: What is the Difference?

INC-9 and INC-20A are separate forms used for different statutory purposes.

MCA identifies INC-20A as the Declaration for Commencement of Business under Section 10A(1)(a) of the Companies Act, 2013 and Rule 23A of the Companies (Incorporation) Rules, 2014. The current form requires, among other things, a declaration that every subscriber to the MoA has paid the value of the shares agreed to be taken.

It should therefore not be confused with the declaration made at incorporation through Form INC-9.

For more information on this separate post-incorporation requirement, see Ebizfiling’s INC-20A Filing service.

What Happens After Form INC-9 is Submitted?

After Form INC-9 and the other applicable incorporation documents are submitted, the declaration forms part of the overall company registration application.

The filing is processed under the MCA incorporation framework. If deficiencies are identified, correction or resubmission may be required through the applicable MCA process.

Submitting INC-9 alone does not incorporate the company. Under Section 7, once the Registrar is satisfied with the documents and information filed under that section, the Registrar registers the documents and issues a Certificate of Incorporation in the prescribed form.

How Ebizfiling Can Help with Form INC-9?

Company incorporation requires consistency across subscriber details, first director information, SPICe+, identification records, MoA, AoA and other applicable documents.

Ebizfiling can assist with incorporation documentation, SPICe+ filing and related registration requirements, including the applicable Form INC-9 process. The team can help organise and review incorporation information before submission so that the documents are aligned with the applicable filing requirements. Professional assistance can be useful where the proposed company involves body corporate subscribers, foreign participants, or additional documentation and execution requirements.

Start Your Company Registration with Ebizfiling Today.

Conclusion

Form INC-9 is an important statutory declaration in the company incorporation process. It gives effect to Section 7(1)(c) by requiring subscribers and first directors to make specified declarations concerning the preceding five years and the correctness, completeness and truthfulness of documents filed for registration.

The statutory obligation should be distinguished from the technical filing method. INC-9 is handled within the MCA incorporation framework, and the applicable electronic or attachment route should be followed according to the live filing process. Accurate subscriber and director information, consistent documents and proper authentication are therefore important before the incorporation application is submitted.

Frequently Asked Questions