Company

law
Suresh Makwana
Formation of companies with charitable
objects (Section 8 )
Power of Central Government to issue
the license

Central
Government ROC
Power
21/05/2014

without
Issue license
addition of or ‘Private
to section 8
Word limited’
company
‘Limited’
Penalty/ punishment in contravention
Exceptions
Registered Office of Company (Section 12)

Section 12 of the companies act,2013 seeks t provide for the

registered office of the companies for the communication
and serving of necessary documents, notices, letters etc.

It could be different from a head office or corporate office.

This is also important for determining the jurisdiction of the

court.
Registered Office of Company (Section 12)

1. Registered Office :- Within 30 Days of its

incorporation
2. Verification of registered office:- Within a period of
thirty days of its incorporation
3. Labeling of Company :-Paint or affix its name and
address of its registered office on the outside of
every office.
4. Have its name printed on hundis, promissory notes,
bills of exchange, business letters, billheads etc
Registered Office of Company (Section 12)

5. Name change by the company:- Where a

company has changed its name during he last two
years it shall paint or affix along with its name.

6. Notice of change to registrar :- Within 30 days of

the change.
Registered Office of Company (Section 12)
 IPO

Issue of Securities
Public Offer FPO

Private
OFS
Placement
Public
Company
Right Issue

Issue of Bonus Issue

Securities
Private
Placement

Private
Right Issue
Company

Bonus Issue
Prospectus Any
document
describe as
prospectus

Including any Including

notice/Circular/ Prospectus red herring
advertisement prospectus

Including
shelf
prospectus
Matters to be stated in prospectus
• Date indicated on prospectus is deemed to be the date
of prospectus

• Prospectus not to be issued unless copy has been filed

with the registrar for registration

• It is to be signed by every person named therein as

director or proposed director.

• Registrar not to register unless all compliances are over

and all persons named in prospectus have filed their
consent in writing
Punishment (Contravention of section 26)

Company
50k to 3
Punishment
Lakh
Any Person
Securities to be in Dematerialized Form
Section 29 along with PAS Rules,2014

Listed Co.
Securities Held in
Every Company Dematerialized
form
Unlisted Co.
Securities to be in Dematerialized Form
Section 29 along with PAS Rules,2014
 Shelf Prospectus,
Red Herring Prospectus and
Abridged prospectus
1. Shelf Prospectus (section 31)
It Means a prospectus with a given shelf life. Any number
of issues could be made during the tenure of the shelf
prospectus.

The Expression “shelf prospectus” means a prospectus in

respect of which the securities or class of securities included
therein are issued for subscription in one or more issues over
a certain period without the issue of a further prospectus.
2. Red Herring Prospectus (section 32)

The expression “red herring prospectus” means a

prospectus which does not include complete particulars of
the quantum of price of the securities included therein.
1. Red herring prospectus is issued prior to issue of
prospectus;
2. Filling with the registrar
3. Obligations under red herring prospectus vis-av-vis
prospectus
4. Filling of Red Herring Prospectus with registrar and SEBI
upon closing of offer
3. Abridged Prospectus section 2(1)

Abridged prospectus is a summarized form of actual

prospectus.