Who Can Subscribe 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.
The Companies Act, 2013 says a company is formed by "persons" subscribing their names to a memorandum, and then says very little about who counts. The answer has to be assembled from section 3, section 7 and the incorporation rules, which print specific points on individuals, bodies corporate, LLPs and foreign nationals, and are silent or limited on others. This guide goes subscriber by subscriber, as per the Companies Act, 2013 in the Ministry's consolidated text (last updated 29 July 2022) and the Rules as consolidated in the Ministry's e-book, consulted on 3 October 2026. Later amendments should be checked.
Section 3(1) allows a company to be formed by seven or more persons (public), two or more persons (private) or one person (One Person Company), "by subscribing their names or his name to a memorandum". The Act's definitions do not define "person". The incorporation rules print particulars for individual and body corporate subscribers (including an LLP) and signing rules for each, including foreign nationals. They also bar a minor from being a member or nominee of a One Person Company. For partnership firms and HUFs the texts read for this article print no separate rule; the Registrar's practice must be checked.
What section 3 and section 7 say
Section 3(1): a company may be formed for any lawful purpose by seven or more persons for a public company, two or more persons for a private company, or one person for a One Person Company, "by subscribing their names or his name to a memorandum and complying with the requirements of this Act in respect of registration". Section 3A: if the number of members falls below seven for a public company or below two for a private company and the company carries on business for more than six months, members who know of it are severally liable for the debts.
Section 4(1)(e) requires the memorandum of a company with share capital to state the amount of share capital, its division, and the number of shares which the subscribers agree to subscribe, which shall not be less than one share, and the number each subscriber intends to take. Section 4(1)(f) requires, for a One Person Company, the name of the person who becomes the member on the subscriber's death.
Section 7(1) lists the incorporation documents: the memorandum and articles signed by all subscribers in the prescribed manner (clause (a)); a declaration from each subscriber and the first directors that they have not been convicted of an offence in connection with the promotion, formation or management of any company, and that the documents filed are correct and complete as far as they know and believe (clause (c)); and the particulars of every subscriber, including name, residential address, nationality, other prescribed particulars and proof of identity, and, for a body corporate, the prescribed particulars (clause (e)).
The Act's section 2 does not define "person" (a search of the consolidated text for a definition finds none). For help with incorporation, see our private limited company registration service.
Subscriber by subscriber
| Subscriber | What the texts print |
|---|---|
| Individual (resident or not) | Rule 16(1): particulars to be filed for every subscriber, including name, parent's name, nationality, date and place of birth, qualification, occupation, PAN, residential address, email, phone, proof of identity (PAN card mandatory for Indian nationals; passport for foreign nationals and NRIs), residential proof not more than two months old and, if already a director or promoter elsewhere, details of those companies. Rule 13(1): signs with name, address, description and occupation in the presence of at least one witness |
| Company (body corporate) | Section 7(1)(e) and rule 16(2): CIN or registration number, name, registered office, email, a certified true copy of the board resolution authorising subscription, the number of shares and the name, address and designation of the authorised person. Rule 13(4): signed by a director, officer or employee authorised by the board, who must not at the same time be a subscriber |
| LLP | Rule 16(2)(g): a certified true copy of the resolution agreed to by all partners authorising subscription and investment, the number of shares and the partner authorised. Rule 13(4): signed by a partner authorised by a resolution approved by all partners, who is not at the same time a subscriber |
| Partnership firm | Rule 16(2) lists a body corporate and an LLP; it prints no entry for a partnership firm. The texts read here are otherwise silent |
| HUF | The texts read here print no rule on a Hindu Undivided Family as subscriber (the Act's only mention in the parts read is in the relative definition). They are silent |
| Minor | Rule 3(4): no minor shall become a member or nominee of a One Person Company or hold a share with beneficial interest. For other companies the texts read are silent; the Registrar's practice must be checked, and no circular is cited here |
| Foreign national or NRI | Rule 13(5): signatures, address and proof of identity notarised in the country of residence, apostillised where the Hague Apostille Convention applies, or authenticated as the rule prints; where a foreign national who is in India intends to incorporate, a valid Business Visa is required unless of Indian origin or an Overseas Citizen of India. Rule 16(1)(m): passport as proof of identity |
| Foreign body corporate | Rule 16(2)(i): copy of its certificate of incorporation and its registered office address, in addition to the other particulars |
One Person Company: its own rules
Rule 3(1): only a natural person who is an Indian citizen, whether resident in India or otherwise (Explanation I says "resident in India" means a person who stayed in India for not less than one hundred and twenty days during the immediately preceding financial year), can incorporate an OPC or be a nominee for its sole member. Rule 3(2): a natural person shall not be a member of more than one OPC at a time, nor a nominee of more than one. Rule 3(4): no minor as member or nominee. Rule 3(5): an OPC cannot be incorporated or converted into a Section 8 company. Rule 4 sets out the nomination, with prior written consent, in the form printed there.
Our guide to section 3 and the incorporation process cover the sequence in practice. For a company subscribing, see also our article on incorporating a wholly owned domestic subsidiary. For the OPC provisions, see One Person Company: applicable sections.
Foreign subscribers and FEMA
A foreign national or foreign company subscribing to shares raises foreign exchange law questions beyond the Companies Act. This article states none of them; see our FEMA compliance guide.
Worked example (invented names)
A private limited company is to be formed by Alpha Services Private Limited (an existing company) and Mr Dev Malik. Alpha's board resolves to subscribe to 6,000 shares and authorises its employee Ms Rina Das to sign the memorandum; Ms Das is not herself a subscriber (rule 13(4)). Mr Malik subscribes to 4,000 shares in person, signing with a witness (rule 13(1)). The memorandum states the 10,000 shares the subscribers agree to take, each not less than one share (section 4(1)(e)): 6,000 + 4,000 = 10,000. Filing includes Alpha's certified board resolution and details under rule 16(2), and Mr Malik's particulars under rule 16(1).
Common mistakes
- Having the authorised signatory of a company also subscribe in his own name.
- Not filing the board resolution of a corporate subscriber.
- Assuming a firm or HUF can subscribe without checking the position.
- Naming a minor as OPC nominee.
- Overlooking notarisation or apostille for a foreign individual.
Need help with incorporation?
We can advise on the subscriber structure, prepare the board resolutions and particulars and file the incorporation documents. See our private limited company registration service.
Key takeaways
- Seven or more persons for public, two or more for private, one for an OPC.
- The Act does not define "person"; the rules print particulars for individuals, bodies corporate and LLPs.
- A corporate or LLP subscriber needs a resolution and an authorised signatory who is not a subscriber.
- Minors cannot be members or nominees of an OPC.
- Firms and HUFs: the texts read are silent; check the Registrar's practice.
Read next
- Incorporating a Wholly Owned Domestic Subsidiary
- One Person Company: Applicable Sections and Exemptions
- Section 3: Formation of a Company
- How to Incorporate a Company in India
Disclaimer: Based on the Companies Act, 2013 in the Ministry of Corporate Affairs consolidated text (last updated 29 July 2022), the Rules as consolidated in the Ministry's e-book and the other official texts named in this article, as consulted on 3 October 2026. Later amendments, notifications, circulars, forms and fees should be checked. Formats are general drafts to be adapted to the company's articles and facts. This article is general information, not legal advice; check the official text before acting.