Rules 13 explained: this guide covers what it means, who it applies to, the step-by-step process, documents required, fees, due dates and penalties in India — so you can stay compliant with confidence and avoid costly mistakes.
Rules 13 to 15 deal with the paper side of forming a company. Rule 13 sets out how the memorandum and articles are signed and witnessed, including illiterate subscribers, bodies corporate and foreign nationals. Rule 14 prescribes Form INC-8 for the professional's declaration. Rule 15 prescribes Form INC-9 for the declaration by subscribers and first directors.
This article is as amended up to G.S.R. 579(E) dated 26 August 2025 (rule text per the MCA e-book to G.S.R. 411(E) of 16 July 2024; later notifications substitute forms only). Later amendments should be checked. For a public company incorporation, see our public limited company registration service.
Each subscriber signs the memorandum and articles in the presence of at least one witness, who attests and states that identity was verified. Foreign subscribers abroad follow three notarisation routes (Commonwealth, Hague Apostille, other countries). An advocate, chartered accountant, cost accountant or company secretary in practice gives a declaration in Form INC-8; every subscriber and first director gives Form INC-9.
Rule 13: signing of the memorandum and articles
Rule 13(1): signature and witness
The memorandum and articles shall be signed by each subscriber, who adds his name, address, description and occupation, if any, in the presence of at least one witness. The witness attests the signature and likewise signs and adds name, address, description and occupation, if any, and states: "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".
Rule 13(2) and (3): illiterate subscribers
An illiterate subscriber affixes a thumb impression or mark. The person writing for him describes it as such, places the subscriber's name against or below the mark, authenticates it with his own signature, and writes against the name the number of shares taken. That person also reads and explains the memorandum and articles to the subscriber and makes an endorsement to that effect on the documents (rule 13(3)).
An Explanation inserted by the Third Amendment Rules, 2016 (27 July 2016) allows typewritten or printed particulars of subscribers and witnesses to count as if written by them, so long as the subscriber or witness appends the signature or thumb impression.
Rule 13(4): bodies corporate and LLPs
Where the subscriber is a body corporate, the documents are signed by a director, officer or employee authorised by a resolution of its board. Where the subscriber is a limited liability partnership, a partner authorised by a resolution approved by all the partners signs. The proviso says in either case the authorised person shall not, at the same time, be a subscriber to the memorandum and articles.
Rule 13(5): foreign nationals residing outside India
| Clause | Where the foreign subscriber lives | What the rule requires |
|---|---|---|
| (a) | A country in any part of the Commonwealth | Signatures, address and proof of identity notarised by a Notary (Public) in that part of the Commonwealth |
| (b) | A country that is a party to the Hague Apostille Convention, 1961 | Notarised before the Notary (Public) of the country of origin and duly apostillised under the Convention |
| (c) | A country outside the Commonwealth and not a party to the Convention | Notarised before the Notary (Public) of that country, and the notary's certificate authenticated by a Diplomatic or Consular Officer empowered under section 3 of the Diplomatic and Consular Officers (Oaths and Fees) Act, 1948 or, where there is no such officer, by any official mentioned in section 6 of the Commissioners of Oaths Act, 1889 or an Act amending it |
| (d) | A foreign national who has visited India and intends to incorporate a company | Incorporation is allowed if he or she has a valid Business Visa; for a Person of Indian Origin or Overseas Citizen of India, the business visa requirement does not apply |
The 1948 and 1889 Acts are cited as printed; check the current law. Our existing post on overseas subscriber attestation under rule 13 goes through the three attestation routes; see also who can subscribe to a memorandum.
Example: Hans Becker, resident in a country that is a party to the Hague Apostille Convention, 1961, wants to subscribe to a new company. His signature, address and proof of identity are notarised before a Notary (Public) of his country of origin and apostillised. If Hans were a non-Commonwealth resident from a country outside that Convention, the notary's certificate would instead need authentication by the officer named in clause (c).
The SPICe+ filing rule 38 allows a different route where there are more than seven subscribers or a subscriber signs outside India; that route is in our article on rules 12 and 38. Rule 38(5) also requires subscribers and witnesses to affix digital signatures to the e-MoA and e-AoA.
Rule 14: declaration by professionals
For the purposes of clause (b) of sub-section (1) of section 7, the declaration by an advocate, a Chartered Accountant, Cost accountant or Company Secretary in practice shall be in Form No. INC.8. The Explanation ties the three professional terms to the Chartered Accountants Act, 1949 (clause (b) of section 2(1)), the Cost and Works Accountants Act, 1959 (clause (b) of section 2(1)) and the Company Secretaries Act, 1980 (clause (c) of section 2(1)). Those Acts are quoted as printed; check the current law.
The rule prescribes the form only; for what the Act requires of the declaration, read our section 7 guide.
Rule 15: declaration by subscribers and first directors
For the purposes of clause (c) of sub-section (1) of section 7, the declaration shall be submitted by each subscriber to the memorandum and each first director named in the articles, in Form No. INC-9. The Third Amendment Rules, 2018 changed "affidavit" to "declaration" in the rule and in the form. A notification of 20 May 2022, in force from 1 June 2022, substituted Form INC-9, a form-only change. Our post on the INC-9 declaration format shows the format.
The three declarations at a glance
| Document | Who signs | Form | Rule |
|---|---|---|---|
| Memorandum and articles | Each subscriber and a witness | Signed document (e-MoA and e-AoA in SPICe+) | 13 |
| Professional's declaration | Advocate, chartered accountant, cost accountant or company secretary in practice | INC-8 | 14 |
| Subscribers' and first directors' declaration | Each subscriber and each first director | INC-9 | 15 |
Need help with incorporation documents?
Signing and attestation mistakes cause rejections and reworked documents. TaxClue can prepare the memorandum, articles and declarations, coordinate witnesses and overseas attestation, and file; see our public limited company registration page.
Key takeaways
- Each subscriber signs the memorandum and articles before at least one witness who attests and verifies identity.
- Illiterate subscribers use a thumb impression or mark with a person writing for them.
- Bodies corporate and LLPs sign through authorised persons, who must not be subscribers.
- Foreign subscribers abroad follow the Commonwealth, Hague Apostille or other-country route.
- The professional's declaration is in INC-8; subscribers and first directors declare in INC-9.
Read next
- Rules 12 and 38: the SPICe+ application
- Rules 16 and 17: particulars of subscribers and first directors
- Overseas subscriber attestation under rule 13
- INC-9 declaration by first directors
Disclaimer: Based on the Companies Act, 2013 rules named above as consolidated in the MCA e-book (consulted on 3 October 2026), with the later notifications the article names. Later amendments, fees, forms and the Companies Act, 2013 provisions referred to should be checked. This article is general information, not legal advice; check the official text before acting.