Companies Act

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Old Vs New Law

Historical Preview Necessity of New Law Committee Report Concept Paper Highlights-Companies Bill 2011 What's New & Modified Old vs New Law

Old vs New Law

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Under this section, we have made comparison between the Companies Bill 2011 and Companies Act 1956 on various topics under different chapters of the bill. This section , can you help you in finding out in quick manner, the changes in the new or old law. Please click the relevant chapter, to read the comparison . Chapter -II - Incorporation of Company and matters incidental thereto Chapter III - Prospectus and allotment of securities

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Chapter -IV - Share Capital and Debentures Chapter V - Acceptance of Deposits by Companies Chapter VI - Registration of Charges Chapter VII - Management and Administration Chapter VIII - Declaration and Payment of Dividend Chapter IX - Accounts of Companies Chapter X - Audit and Auditors Chapter XI - Appointment and Qualification of Directors Chapter XII - Meetings of Board and its Power Chapter XIII - Appointment and Management of Managerial personnel Chapter XV - Compromise, Arrangements and Amalgamations Chapter XVI - Prevention of Oppression and Mismanagement Chapter XIX - Revival and rehabilitation of Sick Companies Other Chapters

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Chapter II : Incorporation of Company and matters incidental thereto Basis of Difference

Types of Company

Companies Bill, 2011

Three types of Companies Private Company Public Company One Person Company

Companies Act, 1956

Two types of Companies Private Company Public Company

Affidavit by Subscribers and directors of the company on Incorporation.

Affidavit from the Subscribers and the first directors for

Any Nonconviction in connection with the promotion, formation or management of any company, and Not being found guilty of any fraud or misfeasance or of any breach of duty to any company under this Act or any previous company law during the preceding five years. Declaration that all the documents filed for

No affidavit was required to be submitted by the Subscribers and/ or directors of the Company at the time of incorporation.

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Companies Act

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Chapter II : Incorporation of Company and matters incidental thereto Basis of Difference Companies Bill, 2011
registration contain correct and complete information and true to the best of his knowledge and belief.

Companies Act, 1956

Object Clause in MOA

No requirement for bifurcation of the objects clause into main, ancillary and other objects. Only objects clause along with matters considered necessary for its furtherance shall be mentioned.

Object Clause of MOA is required to bifurcated as follows: Main objects and objects incidental or ancillary to the main objects

Other objects

Duration of Name Reservation

Instead of rules, the Act prescribes that name shall be valid for a period of sixty (60) days. The additional period of 30 days for which a name can be reserved by the Company after expiry of its original period on payment of necessary fees has been dispensed with.

The power to fix the validity period of names approval is vested with Central Government by framing rules and at present, Names are initially reserved for a period of 60 days which can be further reserved for a period of next 30 days on payment of additional fees.
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Challenge of validity of Certificate of Incorporation Any Person may challenge the validity of certificate of incorporation before the tribunal.

No such provision is provided under the Companies Act, 1956

Registered office at Incorporation

Shifting of registered office from one state to another

A Company may have registered office on and from the fifteenth day of its incorporation. State of the registered office is to be decided at the time of incorporation. Verification of registered office has to be filed within 30 days of incorporation. An address for correspondence to be provided until registered office is established. Approval of Central Government instead of Tribunal/ Company Law Board is required for change of registered office from one state to another. Mandatory Prior Consent of creditors, debenture holders and other prescribed persons will be required for such shifting. Application will be disposed off within 60 days. Only declaration in prescribed form by any director has to filed with the ROC, providing that the subscribers have paid the value of shares agreed to be taken by them, within 180 days from incorporation. No certificate will be issued by ROC for commencement of business.

Registered Office to be decided and existing on and from the date of incorporation itself.

Approval of Company Law Board is required for shifting of registered office outside the state. Only Notice for proposed change are required to be submitted with creditors with a time to file objections, if any..

Commencement of Business by Public Company

Commencement of Business by Private Company

Private companies also required to file declaration from any director that

Statement in lieu of prospectus is to be filed. Declaration from the directors that they have paid the value of the shares taken or contracted to be taken by them Declaration by one of the director/secretary/company secretary in practice that aforesaid payment has been made by the directors. ROC issues Certificate for Commcement of Business after receiving the declarations.. Private Company can commence its business simultaneously with the

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Companies Act

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Chapter II : Incorporation of Company and matters incidental thereto Basis of Difference Companies Bill, 2011
subscribers have paid the value of shares agreed to be taken by them with ROC within 180 days from incorporation, before commencing its business Service of Documents to Members Document may be served on members by post under a certificate of posting, by registered post, by speed post, by courier, by delivering at his office or address, by such electronic or other mode as may be prescribed. Service of documents in case of Joint holder or in case of death of any member has not been prescribed.

Companies Act, 1956

incorporation. No declaration is required to be filed with ROC for commencement of business.

Documents may be served on members either personally, or by sending it by post to him to his registered address or if he has no registered address in India to the address within India as supplied by him. Specific provision in case of Service of documents in case of Joint holder or in case of death of any member.

Letter Head & Other Stationary

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Merger of Association not for Profit

Company is required to Print Corporate Identity Number (CIN) along with its telephone number, fax number, e-mail and website addresses on all its business letters, billheads, letter paper and in all its notices and other official publications. One person company need to specify itself as One Person company below the name of company. A company also need to specify its old name for a period of two years after change of name. A Company with the Charitable objects can only amalgamate with the another Company registered under same section and having similar objects. A registered trademark owner has to file an application for rectification of name, which is similar to name of its trademark, within 3 years of incorporation of company or change of name Rectification of name on order of CG due to similarity with trademark, shall be done within 6 months Approval of tribunal will be required for converting Public Company into Private Company or "OPC"

Company is required to print its name and registered office address in all its business letters, bill heads, letter paper and in all its notices and other official publications

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No specific provision has been provided for merger of associations not for profit.

Changeof Name (Rectification of name due to similarity)

A registered trademark owner has to file an application for rectification of name, which is similar to name of its trademark, within 5 years of incorporation of company or change of name.

Rectification of name on order of CG due to similarity with trademark, shall be done within 3 months Approval of Central Government will be required for converting Public Company into Private Company, the power is delegated to ROC as on date..

Conversion of Public into Private or OPC

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Companies Act

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