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  • Written Revision of Chapter 2 CA Inter Law No Anno

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    Copyright:

    © All Rights Reserved
    Download as PDF or read online from Scribd
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    3 views56 pages

    Written Revision of Chapter 2 CA Inter Law No Anno

    Uploaded by

    Miloni Kariya

    Copyright:

    © All Rights Reserved
    Download as PDF or read online from Scribd
    Flag for inappropriate content
    of 56
    Pit Written Revision of Chapter 2 CA Inter Law Reece ees Pee reL reer) Limited Liability Lawful purpose Separation of) rR cL 1 | Separate legal Ownership from ____ Management J-— entity | Can sueandbe | _ Sa ar Perpetual ‘Sued ? |__ suecession Company : ABC LTD (Can buy & sell) property on its own name | Transferability of Shares (A DEEPIKA RATHI: CORPORATE LAW | Who has been named as such in a prospectus or _/ \s identified by the company in the annual return referred [ toin section 92 hy ) Who has control over the affairs of the company directly __{ or indirectly Promoters Section 2(69) —-—~_ ui c On whose advice, direction or instructions the Board of 4 Directors is accustomed to act. Company Private (including One Person Pubic Company) ltd. By Ltd. By Ltd. By ltd. By Shares Guarantee Dniegied Shares Guarantee Unteness with with with With Capital _Capital_| Capital | | Capital without Without Without Without Capital Capital Capital Capital (A DEEPIKA RATHI: CORPORATE LAW 1 (Need to specify the name of one ominee in the MOA who would take place in ease of death or incapacity to ‘contract. Nominee could be changed as per the process and ths will not treated as alteration of MOA) 200 Unlimited 1 2 3 15(Canbeexceededby | 15 (Can be exceeded by Passing * special passing special resolution) Freely Transferable Restricted Restricted (A DEEPIKA RATHI: CORPORATE LAW | Minimam people required for forming a Company, el @ Seven to form Public Company ‘Two to form Private Company One to form One Person Company + With a Nomnince Is number of members fall below the minimum? * In public company below 7 + _Inprivate company below2 team eaieson busines are than 6 months with such reduced number of member — Consequences Every person who is a member of the company during that time shall be severally liable for the payment of the whole debts of the company contracted during that time, and + Severally sued (A DEEPIKA RATHI: CORPORATE LAW ‘+ STEPS FOR INCORPORATION * Reservation of name by filing application * Drafting & signing of MOA & AOA and its submission to ROC. These documents have to be e-flled and e-stamped. * Consent of person nominated as directors to act as directors to be submitted electronically + Submission of statutory declaration of compliance and other declarations + Pay fees & amount of stamp duty electronically ++ Obtain certificate of incorporation digitally signed by ROC + File declaration about address of Registered office. CEEECEEE (A DEEPIKA RATHI: CORPORATE LAW Promoters/ Directors 2. Drafting of MOA, AOA and other documents & declarations i} 1 E-application for Reservation of name Registrar of Companies“ we = Registered office of Companies Incorporation Certificate Filing of Documents to Registrar of company Signed MOA & AOA by all subscriber Declaration that all requirements of the act & rules have been satisfied by (2) Person named in AOA (i.e. Director, Manager) (b) Persons engaged in formation of company (i.e. Advocate, CA/CS/Cost Accountant) Declaration from subscriber to MOA & first Directors stating that: (2) They are not convicted of any offence in connection with formation of ‘company (b) Not guilty of misfeasance/ breach under this or previous Companies ‘Act during last five years (c) Alldocuments & information contained in term are correct as per their knowledge and belief. ‘Address for correspondence tll registered office is established. Particulars and identity proof of subscribers to MOA, first Directors of AOA. Particulars of the interests of first Directors in AOA in other firms/ bodies corporate along with consent to act as directors of the company Prescribed Fees 2.On the basis of documents and information filed the Registrar shall issue a Certificate of Incorporation in prescribed form and allot a Corporate Identity Number (CiN) to the Company which shall be included in Certificate of incorporation. 3.The company shall maintain and preserve at its registered office copies of all documents and information as originally fied tilts dissolution under this Act. 4.1f any person knowingly provides false information ‘or suppress any material fact liability U/S 447 attracted. cavers RATHI: CORPORATE LAW 5.1 company is already incorporated by furnishing any false or incorrect information or representation or by ‘suppressing any material fact application may be filed to Tribunal. Direct Removal of name of the company from the register of companies After giving reasonable Pass an order for the winding up of the company opportunity of being heard the Tribunal shall pass such Direct that liability of the members shall be unlimited order- Change MOA/AOA in the interest of Public, creditors and member Pass such other orders as it may deem fit (A DEEPIKA RATHI: CORPORATE LAW ‘One Member company Encourages real pairete) entrepreneurship | | requirements are Separate San Peny.p. simplified trough legal Entity nents) exemptions (A DEEPIKA RATHI: CORPORATE LAW Qualification of Member/Nominee of OPC Anatural person An Indian citizen whether Resident in India or otherwise (Resident in india means a person who has stayed in India for the period of not less than 120 days during the immediately preceding financial year) (A DEEPIEA RATHI: CORPORATE LAW Not A Minor (Minor cannot be member or Nominee or hold share with beneficial interest even through guardian) Features of One Person Company + Only one member + Minimum number of diector is 1. ‘+ MOA shall indicate the name of one Nominee who shall become member of company in the event of death or incapacity to contract the member of Company. ‘+ Such Nominee shall give prior written consent in prescribed form and filed with ROC. + Such Nominee may withdraw his consent at anytime. ‘+ Member of OPC may change the name of Nominee by notice and filing such change with Registrar (Change not treated {as change in MOA). + Arnatural person shall not be a member of more than one OPC at any point of time and said person shall not be @ ‘nominee of more than one OPC ‘+ fa nominee who is @ member in another OPC, due to the death of the shareholder becomes the member in 2.OPC at the same time, he will have to leave the membership of any one OPC in 180 days. (A DEEPILA RATHI: CORPORATE LAW B Other features of OPC Cannot operate enter into Non Banking Investment activities including investment in securities of anybody corporate Cannot be incorporated or converted into a company under section 8 of the Act. May covert into Private or Public company any time after its incorporation (A DEEPIKA RATHI: CORPORATE LAW Objective to Promote + Commerce + Science + Art + Sports + Education * Social Welfare + Religion + Research * Charity * Protection of Environment etc. Not for Profit Company Profit (if Any) is used || * Any private/ public in promotion of its company requires objects only license from Central Government to Dividend is not operate as a section distributed 8 Company. Alteration of MOA + Itcannot use “Put or AOA can be done Ltd” or “Ltd” after its with CG approval name. However it enjoys all privileges A firm may be its ofa limited member. company. Reconversion into a private/public Jother kind of company requires Special Resolution in general meeting and Central Government approval. (A DEEPIEA RATHI: CORPORATE LAW Revocation of License by Central Government may be done if Affairs of the company Section 8 Conditions conducted fraudulently against eal License conditions contravened Fohiicpolle/ oF agakist the objects. Penalty in contravention of section 8 ‘+ Company fine: Rs. 10lakhs to Rs. 1 crore * Officer in default fine: varying Rs. 25000/-to Rs. 25 Lakhs Where the affairs of the company were conducted fraudulently every officer in default shall be liable for action u/s 4a7 ‘CA DEEPIKA RATHI: CORPORATE LAW 6 Wind up the company After Revocation of Licence Written notice shall be served oR upon the company and an ‘opportunity to be heard shalll be ‘Amalgamate the company with another section 8 allowed by Central Government company having similar objects (Regional Director). if the Central Government (Regional Director) oR is satisfied may pass the order to Convert the company to private/ public company and change its name (A DEEPIKA RATHI: CORPORATE LAW | \__ 4.Can callits general meeting by giving a clear 14 days notice instead of 23 days |< 2: Requirement of minimum number of directors independent directors etc. does not apply 3. Need not constitute Nomination and Remuneration Committee and shareholders Relationship __ Committee (A DEEPIKA RATHI: CORPORATE LAW ” + From the date of incorporation (mentioned in the certificateof incorporation),it shall be a body corporate by the name contained in the memorandum. *+ Such a registered company shall be capable of exercising all the functions of an incorporated company under this Act and having perpetual succession with power to acquire, hold and dispose of property, both movable and immovable, tangible and intangible, to contract and to sue and be sued, by the said name. + The company becomesa legal person separate from the incorporators; and there comes into existence a binding contract between the company and its members as evidenced by the Memorandum and Articles of Association [Hari Nagar Sugar Mills Ltd. vs. 5.5. Jhunjhunwala]. (A DEEPIKA RATHI: CORPORATE LAW " * Definitior Section 2(56)”Means the memorandum of association of a company as originally framed or as altered from time to time in pursuance of any previous company law or of this Act”. It is the base document for the formation of the company and along with, the Articles of Association (AOA) is regarded as the Constitution of the Company. Teme Ti) Cen Constitution of kerurring (A DEEPILA RATHI: CORPORATE LAW |_———

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