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    This document provides information about single member companies in 3 paragraphs: It outlines the key characteristics of a single member company, including that it has one private member, requires a company secretary and nominee director, and can have the sole director and single member be the same person. It describes the roles and requirements of the sole director, nominee director and alternate nominee director in a single member company. The nominee director is responsible for managing the company if the single member dies until shares can be transferred. It lists the processes and documentation required for a single member company to convert to a normal private company, such as passing a special resolution, changing the articles of association, and appointing additional directors.

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    This document provides information about single member companies in 3 paragraphs: It outlines the key characteristics of a single member company, including that it has one private member, requires a company secretary and nominee director, and can have the sole director and single member be the same person. It describes the roles and requirements of the sole director, nominee director and alternate nominee director in a single member company. The nominee director is responsible for managing the company if the single member dies until shares can be transferred. It lists the processes and documentation required for a single member company to convert to a normal private company, such as passing a special resolution, changing the articles of association, and appointing additional directors.

    Copyright:

    © All Rights Reserved
    Download as PDF, TXT or read online from Scribd
    Flag for inappropriate content
    6 views8 pages

    Print SMC

    Uploaded by

    sohail merchant
    This document provides information about single member companies in 3 paragraphs: It outlines the key characteristics of a single member company, including that it has one private member, requires a company secretary and nominee director, and can have the sole director and single member be the same person. It describes the roles and requirements of the sole director, nominee director and alternate nominee director in a single member company. The nominee director is responsible for managing the company if the single member dies until shares can be transferred. It lists the processes and documentation required for a single member company to convert to a normal private company, such as passing a special resolution, changing the articles of association, and appointing additional directors.

    Copyright:

    © All Rights Reserved
    Download as PDF, TXT or read online from Scribd
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    SingleMemberCompany

    SingleMemberCompany

    PrivateCompany
    OneMemberCompany
    (SMCPrivate)Limitediswrittenaftername
    Companysecretaryshallbeappointed
    SoleDirectorcannotbecomeCompany
    Secretary
    NomineeDirectorandAlternativeNominee
    DirectoralsonominatedbySingleMember.
    Quorumis1formeeting

    DirectorsInSMC
    SOLEDIRECTOR

    NOMINEEDIRECTOR

    ALTERNATENOMINEE
    DIRECTOR

    Meansthedirectorofa
    singlemembercompany
    whoisforthetimebeing
    theonlydirector.

    meansanindividual
    nominatedbyasingle
    membertoactasdirector
    incaseofhisdeath;

    meansanindividual
    nominatedbya
    singlemembertoactas
    nomineedirectorincaseof
    noavailability
    ofnomineedirector

    SingleMemberfiles
    nominationofnominee
    Directorwiththeregistrar SingleMemberfiles
    atthetimeof
    nominationofnominee
    incorporationonFormS1 Directorwiththeregistrar
    atthetimeof
    incorporationonFormS1

    DirectorsInSMC
    SOLEDIRECTOR

    NOMINEEDIRECTOR

    Hecannotserveas
    CompanySecretaryin
    additiontoresponsibilityof
    SoleDirector

    ManageTheAffairsOfThe
    CompanyInCaseOfDeath
    OfSingleMemberTillThe
    TransferOfSharesToLegal
    Heirs OfTheSingleMember

    Hecanbe Memberofthe
    company.
    Hehassamepowerasgiven
    insection196ofCompanies
    Ordinance1984

    Transferthesharestolegal
    heirsofthesinglemember;
    andcallthegeneralmeeting
    ofthememberstoelect
    directors.

    ALTERNATENOMINEE
    DIRECTOR

    2/8

    SMCconvertsintoNormalPrivateCompany
    TransferofShares/Shares
    Allotment

    DeathofMember

    OperationofLaw

    PassSpecialResolution;

    NomineeDirector transferthe PassSpecialResolution;


    Sharestolegalsuccessors
    within17daysofdeathof
    Member
    PassSpecialResolution;

    AlterAOA(AddRPL)within
    130daysofallotment/
    transferofShares

    AlterAOA(addRPL)within
    130daysofallotment/
    transferofShares

    AlterAOA(addRPL)within
    130daysofallotment/
    transferofShares

    Appointadditionaldirector if
    existingDirectorisone.
    Within115daysandinform
    toROCwithin114days

    Appointadditionaldirector if
    existingDirectorisone.
    Within115daysandinform
    toROCwithin114days

    Appointadditionaldirector if
    existingDirectorisone.
    Within115daysandinform
    toROCwithin114days

    RPL
    Importantclausesof
    AOAofaprivate
    Company

    Restriction

    Transferofshares

    Prohibition

    Subscriptionof
    shares&
    Debenturesto
    GeneralPublic

    Limitation

    Ofmembers
    from2to50
    excluding
    employees

    NOTE
    AOA:IFIBAHADDEWCAPAREFORBOTHPRIVATEANDPUBLIC
    COMPANIES

    3/8

    COMPANYSECRETARY

    Asinglemembercompany(SMC)shallappointacompanysecretary
    withinfifteendaysofincorporationorofbecomingaSMC

    Thesecretaryshallbeappointedatthetimeofincorporationand
    subsequentlyonthesamedayorthedaynextfollowinghisresignationor
    removalorincaseofhisdeathwithinsevendaysoftheevent

    InformtoROCwith114daysforappointmentornewappointment.

    CompanyshallattendallmeetingbutshallnothaveVotingpower

    CompanysecretarydoessamefunctionandinSMCItshallalsobe
    incumbentuponthecompanysecretarytoinformtheregistrarconcerned
    aboutthedeathofthesinglemember.

    CanberemovedbySoleDirectororSingleMember

    Separateperson

    Company
    Secretary
    SoleDirector

    4/8

    5/8
    NormalPrivateCompanybecomeSMC

    PassesaspecialresolutionforchangeofitsstatusandmakesnecessaryalterationinitsAOA

    ObtainsapprovaloftheCommissionwithin130daysofpassingSpecialResolution.

    AfterapprovalReducemembersto1only.

    ChangeinShareRegister

    ChangeBOD,ifnecessary

    IntimationtoROCwithin114days

    NomineeDirectorandAlternatenomineedirectorsaretobeappointed

    ChangesafterNameTCS(SMCPrivate)Limited

    RegistrarissuesCertificate

    RPL
    Importantclausesof
    AOAofaprivate
    Company

    Restriction

    Transferofshares

    Prohibition

    Subscriptionof
    shares&
    Debenturesto
    GeneralPublic

    Limitation

    Ofmembers
    from2to50
    excluding
    employees

    NOTE
    AOA:IFIBAHADDEWCAPAREFORBOTHPRIVATEANDPUBLIC
    COMPANIES

    ChangesinAOAremoveRPLand
    AddfollowinginAOAsoprivatecompanybecomesSMC

    (a)itshallnotissueinvitationtothepublicto
    subscribeforanyshareofthe
    company;
    (b)thecompanyshallnotregisteranyshare(s)in
    thenameoftwoormorepersonstoholdoneor
    moresharesindividuallyorjointly;and
    (c)numberofthemembersofthecompanyshall
    belimitedtoone.

    Meetingsofdirectorsandmembers
    Enablesorrequiresanymattertobedoneortobe
    decidedbydirectorsormembers,asthecasemaybe,
    ofthecompany;or
    Requiresanymattertobedecidedbyaresolutionof
    thedirectorsormembers,asthecasemaybe,ofthe
    company,
    Suchmattersshallbedeemedtobesatisfiedifthe
    decisionistakenbythesinglememberorsoledirector,
    asthecasemaybe,andisdrawnupinwritingand
    recordedintheminutesbook

    6/8

    MemberDirector
    Meansanindividualbecomingdirectordueto
    Shareholding/Membershipofthecompany.

    AOA
    (a)itshallnotissueinvitationtothepublicto
    subscribeforanyshareofthecompany;
    (b)thecompanyshallnotregisteranyshare(s)in
    thenameoftwoormorepersonstoholdoneor
    moresharesindividuallyorjointly;and
    (c)numberofthemembersofthecompanyshall
    belimitedtoone.

    7/8

    8/8

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