Form INC-9 Format : Declaration by Subscribers & First Directors

Launching a company in India requires more than just a name; it requires proof of integrity from the people running it. Form INC-9 serves as this critical proof, officially known as the "Declaration by Subscribers and First Directors.” This mandatory document acts as a sworn statement confirming that the individuals involved in the company's formation have a clean legal history and are compliant with the Companies Act, 2013.

While modern incorporation through the SPICe+ Part B web form often auto-generates INC-9 as an electronic attachment, having access to the Form INC-9 format (Word & PDF) remains essential. Specifically, if your company has NRI or foreign subscribers or first directors who do not possess a DIN (Director Identification Number) or PAN, the auto-populated e-form may not apply. In these cases, a physical copy must be downloaded, notarised/apostilled, and attached manually to ensure your application is not rejected by the Registrar.

What Is Form INC-9 Under MCA?

Form INC-9 is called the "Declaration by Subscribers and First Directors". It is a required document filed when you create a new company in India. This form works like a character certificate for the people starting the company. While other forms give details about the company (like its address or capital), INC-9 focuses on the individuals. It is a signed declaration that confirms the people forming the company have a clean legal record and were not involved in any past company-related wrongdoing.

Legal Basis – Section 7(1)(c) & Rule 15 of the Companies Act

The requirement for Form INC-9 is grounded in the primary legislation governing Indian companies. It draws its authority from:

• Section 7(1)(c) of the Companies Act, 2013: This section mandates that every subscriber to the Memorandum of Association (MoA) and every person named as a first director in the Articles of Association (AoA) must file a declaration.

• Rule 15 of the Companies (Incorporation) Rules, 2014: This rule specifies that the declaration mentioned in Section 7(1)(c) must be submitted in the specific format of Form No. INC-9.

Purpose of the INC-9 Declaration in Company Incorporation

The main purpose of Form INC-9 is to ensure only eligible and honest individuals become part of a new company. By signing INC-9, the subscribers and first directors confirm three important points:

Non-Conviction: They state that they have not been convicted for any offence related to forming, running, or managing a company in the past five years.

No Fraud or Misconduct: They declare they have not been found guilty of fraud, mismanagement, or breach of duty under the Companies Act or older company laws in the last five years.

True Documents: They confirm that all documents submitted to the Registrar of Companies are correct, complete, and true.

Key Update (FEMA Compliance Requirement)

The latest INC-9 form also includes a mandatory FEMA compliance declaration. The subscriber must confirm whether they need government approval under the Foreign Exchange Management (Non-Debt Instruments) Rules, 2019 (especially for individuals from countries sharing a land border with India) and whether such approval has been obtained.

Latest Form INC-9 Format as per 2022 Amendment

The format of Form INC-9 changed completely after the Companies (Incorporation) Second Amendment Rules, 2022. This update came into effect on June 1, 2022. The new INC-9 form is redesigned to include FEMA compliance and updated legal requirements.

Change from Affidavit to Declaration

Earlier, INC-9 was an affidavit that had to be printed on stamp paper and notarised. To make company registration easier, the MCA changed it into a simple declaration for most applicants.

No Stamp Paper Required: For Indian residents with a valid DIN or PAN, INC-9 is now an unstamped, electronic declaration submitted through the SPICe+ form.

Electronic Signature: The form is verified using the Digital Signature Certificate (DSC) of the subscriber or director. No physical notary is needed in normal cases.

Overview of the New Notified INC-9 Layout and Sections

The 2022 amendment added new compliance fields in the updated INC-9 format. The form now contains separate sections focused on personal integrity and national security:

Subscriber & Director Stats (Table 2a): Shows the count of subscribers/directors with valid DIN and without DIN.

Integrity Declarations: Standard statements confirming the person has not been convicted, found guilty of fraud, or involved in mismanagement in the last five years.

FEMA & Land Border Compliance (New Requirement):
The biggest update is the FEMA declaration. Subscribers must confirm whether they need government approval under the FEMA (Non-debt Instruments) Rules, 2019 -especially for individuals from countries sharing a land border with India - and whether the approval has been attached.

INC-9 E-form vs Physical INC-9 Format – When to Use Which

Even though the system generates the INC-9 E-form automatically, some situations still require the physical PDF/Word version.

Note: If the total number of subscribers or directors is more than 20, the physical INC-9 format is required even if everyone has a PAN or DIN.

Section-wise Breakdown of INC-9 Format

To avoid MCA rejection during company incorporation, it is important to understand every section of the INC-9 form. This form collects key details about the company, subscribers, directors, and FEMA compliance for national security.

Company Details and Applicability Section

Field 1 asks for the Proposed Company Name, which must match exactly with the name approved in SPICe+ Part A.

Field 2(a) is a summary table that divides the subscribers and directors into two groups:

• People having a valid DIN

• People not having a valid DIN

You must enter the total number of first subscribers and the total number of directors. Based on this count, the system generates the required declaration blocks.

Particulars of Subscribers and First Directors

This part collects information about everyone starting the company:

• Authorised persons from corporate bodies who are subscribing to the company.

• Individual subscribers who are only shareholders.

• Subscribers who will also be the first directors.

Each person must provide their name, DIN/PAN, and other required details.

Core Declaration Text and Non-Conviction Compliance Statement

In this section, each subscriber and the first director must declare that they:

• Have not been convicted of any offence related to company management in the last 5 years.

• Have not been involved in fraud or breach of duty under company law.

• Have submitted true and complete documents to the ROC.

These declarations act as a legal assurance of honesty and clean records.

FEMA / Foreign Investment Compliance Clause

This part checks if the subscriber needs Government approval under FEMA rules, especially if the person is from a country sharing a land border with India.
The subscriber must choose one option:

• Approval needed and attached, or

• Approval not needed.

Choosing the correct option is very important because any mistake can cause the MCA to reject the incorporation form.

How INC-9 Is Filed With SPICe+ (INC-32)

The filing mechanism for Form INC-9 has shifted almost entirely to an electronic, integrated process within the SPICe+ (Simplified Proforma for Incorporating Company Electronically Plus) system. However, the method of submission, whether purely digital or involving physical paperwork, depends entirely on the status of the subscribers and directors.

When INC-9 Is Auto-Generated as an E-form in SPICe+ (DIN Holders / Indian Residents)

For the vast majority of domestic incorporations, you do not need to download or manually fill out a physical PDF. The SPICe+ system automatically generates the INC-9 based on the data entered in Part B of the application.

• Eligibility: This auto-generation occurs only if:

  • The total number of subscribers and/or directors is 20 or fewer.

  • ALL subscribers and directors possess a valid DIN (Director Identification Number) or PAN (Permanent Account Number).

• The Process:

  1. Fill out SPICe+ Part B.

  2. The portal generates a "linked web form" for INC-9.

  3. You download this auto-filled PDF, which already contains the names and data.

  4. Affix DSC: The subscriber/director attaches their Digital Signature Certificate (DSC) directly to this PDF.

  5. Upload the signed PDF back to the portal as a linked form.

When You Must Upload a Separate Signed INC-9 (Non-DIN / Special Cases)

The system will not auto-generate the electronic form in specific "exception" scenarios. In these cases, you must manually download the blank INC-9 template (Word/PDF), fill it, sign it physically, and upload it as an attachment.

This manual process is mandatory if:

• Rule of 20: The total number of subscribers and/or directors is greater than 20.

• No DIN/PAN: Any of the subscribers or first directors does not have a DIN or PAN. This is most common when a foreign national without an Indian tax ID is a subscriber.

Special Case – NRI / Foreign Subscribers and Notarisation / Apostille Requirements

For Non-Resident Indians (NRIs) or foreign nationals who do not have a DIN/PAN, the INC-9 declaration cannot be simply e-signed. It requires a stricter validation process to ensure the signature is genuine.

The Workflow for Foreign Subscribers:

1. Download: Use the physical INC-9 format (the template analysed above).

2. Physical Sign: The foreign subscriber must physically sign the document in their country of residence.

3. Notarisation & Apostille:

   • Commonwealth Countries: The signature must be notarised by a Notary Public in that country.

   • Hague Convention Countries: The document must not be notarised and then Apostilled by the competent authority in that country.

   • Non-Hague Countries: The document must be notarised and then Consularized (attested) by the Indian Embassy or High Commission in that country.

4. Upload: This physical, apostilled document is then scanned and attached to SPICe+ Part B under the "Optional Attachments" or "Mandatory Attachments" section.

Common Reasons for INC-9 Rejection on MCA

MCA often rejects Form INC-9 due to small mistakes in names, documents, or signatures. Understanding these common errors helps ensure smooth company registration and prevents delays.

Here are the most common practical reasons for rejection:

Name Mismatches (PAN, Passport, DSC)

One of the biggest reasons for INC-9 rejection is a name mismatch. If the name on the form does not match the name on the PAN card, passport, or DSC, MCA flags it and rejects the incorporation. Even minor differences like spelling changes, initials, or spacing can cause issues.

Missing or Incorrect Notarisation/Apostille for Foreign Subscribers

For foreign subscribers and foreign directors, INC-9 must be properly notarised or apostilled in their home country. If the notarisation is missing, incomplete, or unclear, MCA will immediately reject the filing.

Incomplete Subscriber/Director Details or Missing Signatures

INC-9 is rejected if any subscriber or first director has incomplete details, such as missing DIN/PAN, incorrect address, or blank fields. Unsigned declarations or pages where signatures are unclear, cut off, or not dated are also major reasons for rejection.

FAQs on INC-9 Format and Usage

Q1. Is stamp duty required on INC-9 after the 2022 amendment?

No, stamp duty is no longer required for most cases. After the 2022 amendment, INC-9 is a simple declaration, not an affidavit, so no stamp paper is needed for Indian residents with PAN/DIN.

Q2. Can INC-9 be signed digitally using DSC?

Yes. INC-9 can be digitally signed using DSC when filed through the SPICe+ e-form. Only foreign subscribers or people without PAN/DIN may need physical signatures with notarisation/apostille.

Q3. Do I need INC-9 for a director change (DIR-12), or only for incorporation?

INC-9 is required only for company incorporation. It is not needed for director changes, resignations, or DIR-12 filings.

Q4. What is the FEMA declaration in the new INC-9 format?

The new INC-9 includes a FEMA compliance declaration for foreign investors.
Subscribers must confirm whether Government approval is required under the FEMA (Non-debt Instruments) Rules, 2019, especially if they are from a land-border country, and whether approval has been obtained.