Professional Documents
Culture Documents
Types of Companies
Companies
Incorporated Unincorporated
• The members will be liable for all the debts of the company
like partners in a Partnership firm.
• The Articles must state the number of members with which
the company is to be registered.
• It is a contingent liability of the members which will fall due
only on the winding up of the company.
• The Unlimited Company can be re-registered as Limited
Company through appropriate alterations in Liability Clause of
MOA and alterations in AOA.
• The re-registrations will not affect any debt, liabilities,
obligations or contracts of the company before the re-
registration.
Private Company:
• According to Section 2(68), “private company” means a company having a
minimum paid-up share capital of one lakh rupees or such higher paid-up
share capital as may be prescribed,and which by its articles,—
(i) restricts the right to transfer its shares;
(ii) except in case of One Person Company, limits the number of its members to
two hundred:
Provided that where two or more persons hold one or more shares in
a company jointly, they shall, for the purposes of this clause, be treated as
a single member:
• Provided further that—
(A) persons who are in the employment of the company; and
(B) persons who, having been formerly in the employment of the
company, were members of the company while in that employment
and have continued to be members after the employment ceased,
shall not be included in the number of members; and
(iii) prohibits any invitation to the public to subscribe for any securities of the
company;
• XYZ Company has 32 members to whom shares are allotted.
In addition to that shares are allotted to following
employees/ex-employees.
• Present Employees : 112
• Ex-Employees allotted shares during the course of their
employment: 18
• Ex-Employees allotted shares after leaving the job: 8
Company Y
Subsidiary Z
Government Company
As per Section 2(45) of Companies Act, a Government company
means any company in which not less than 51% of the
share capital is held by;
i) The Central Government; or
ii) Any State Government or Governments; or
iii) Partly by Central Govt. and partly by one or more State
Governments
• Shares held by Municipal and other Local authorities are
not to be taken into consideration.
• A subsidiary of a Govt. Company is also a Govt. Company.
Special Provisions Applicable to Govt. Company
1.Appointment of Auditors:
• Auditors shall be appointed or re-appointed by the Comptroller and Auditor
General of India (CAG).
• CAG will direct the manner in which account to be audited.
• CAG have power to conduct supplementary/ test audit.
2.Accounts (Sec-381)
• It will prepare P& L Account and Balance Sheet once in every
calendar year.
• And shall file with the registrar three copies.
• Such documents must be in English language and if they are not
then certified translated copies in English langauge have to be
furnished.
• In addition to P&L A/c and B/S it shall also furnish list of all places
of business in India.
3. Name (Sec-382):
•Every foreign company shall exhibit name and country of
incorporation outside of every place of business in India in English
Language and in one of the local languages.
•The name and country of incorporation is also required to be
printed on business letters, bill heads, notices, and other official
publications of the company.
•It shall state the name of the country of incorporation on every
prospectus inviting subscription in India for its shares and
debentures.
4. Service on Foreign Company: (Sec-383):
Any process, notice, or other document required to be
served on a foreign company shall be deemed to be
sufficiently served, if addressed to any person whose
name and address have been delivered to the Registrar
under section 380 and left at, or sent by post to, the
address which has been so delivered to the Registrar
or by electronic mode..
5. Delivery of Documents : Sec-597:
•All documents required to be filed by the foreign company shall be
delivered to the Registrar of Companies at New Delhi and also to the
Registrar of the State in which the principal place of business of the
company is situated.
6. Penalty: (Sec-598)
• In case of default with any provision applicable, the company and
every officer or agent of the company shall be punishable with a fine
upto Rs. 10000/- and in case of continuing default an additional fine
of Rs.1000/- per day of the default period.
One Person Company
Section 2(62) “One Person Company” means a company which
has only one person as a member; one person, where the
company to be formed is to be One Person Company that is to
say, a private company, by subscribing their names or his
name to a memorandum and complying with the
requirements of this Act in respect of registration:
• Provided that the memorandum of One Person Company shall
indicate the name of the other person, with his prior written
consent in the prescribed form, who shall, in the event of the
subscriber’s death or his incapacity to contract become the
member of the company and the written consent of such
person shall also be filed with the Registrar at the time of
incorporation of the One Person Company along with its
memorandum and articles:
• Provided further that such other person may withdraw his
consent in such manner as may be prescribed:
• Provided also that the member of One Person Company may at any time
change the name of such other person by giving notice in such manner as
may be prescribed:
• Provided also that it shall be the duty of the member of One Person
Company to intimate the company the change, if any, in the name of the
other person nominated by him by indicating in the memorandum or
otherwise within such time and in such manner as maybe prescribed, and
the company shall intimate the Registrar any such change within suchtime
and in such manner as may be prescribed:
Associations not for Profits
• The name of the company must end with the word “Private
Limited” in case of Private company and “Limited” in case of
Public Company.
• Companies Act permits the registration, under license granted
by the Central Government, of an association not for profit
with limited liabilty without using the words “Limited” or
“Private Limited” to its name.
Conditions for grant of License by the Central Govt. ;
• Association to be formed as limited liability, is for promoting
commerce, science, religion, charity, or any other useful object
; and
• It intends to apply its profits, if any, or other income in
promoting its objects and to prohibit any payment of dividend
to its members.
Advantages of Associations not for Profits
• Such an association, under sec-25, becomes body corporate
with perpetual succession.
• It can adopt a more suitable name such as Chamber, Club,
Guild, Association, etc.
• It enjoys all the characteristics of body corporate.
• The affairs can be conducted with much more efficiency.
Illegal Associations (Sec-464)
An association will be regarded as illegal association if;
• Its membership is more than 50 in any business