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15 types of companies can be formed under the new Companies act 2013. They are broadly
falling under the head Public, Private and One Person Company.
Formation
Criteria:
a. A natural person
b. an Indian citizen and resident
Limitations:
- The Person (ONE PERSON) shall be a sole member / nominee in only one company
- If the person becomes a member in another one person company then he shall
within a period of 180 days meet the eligibility criteria specified above.
Conversion:
Voluntary conversion not permitted within a period of 2 years unless its Paid up capital
excees 50 lakhs or turnover exceeds 2 crores
a. Compulsory Conversion:
The OPC shall voluntarily convert itself within 6 months into a public or a private company
on satisfying the following conditions:
b. Voluntary Conversion:
- OPC may voluntarily convert after complying with the provisions applicable for a Pvt.
or a Public Ltd. Co.
Penalty:
Fine:extends to Rs. 10,000 + (Rs. 1000 for every day after the first day during which such
contravention continues).
- Paid up capital : Rs. 50,00,000 or less OR average annual turnover less than 2
crores
- Filing of documents with the Registrar: The OPC to file the spl. resolution along
with the respective documents with the registrar within 30 days.
- Issue of Certificate: The registrar on being satisfied shall issue new certificate of
incorporation.
Nomination:
- The subscriber to the memorandum shall nominate a person after obtaining prior
written consent of the nominee and the name of such nominee shall be mentioned in
the memorandum of One Person Company.
Withdrawal of Nomination:
- The nominee may withdraw his consent by giving a notice in writing to such sole
members or to the OPC.
- The sole member shall appoint another nominee within 15 days from the date of
receipt of the notice of withdrawal.
On the death of the sole member the nominee shall become the member and he shall
nominate a new member within 15 days from the date of him becoming a member.
ROC Filing:
c. Form No. INC 2: for filing the Nomination at the time of incorporation
g. Form No. INC. 6: for conversion of Pvt Ltd Co. into OPC
Object clause:
Liability Clause:
All the companies to state the liability of members of the Company, be it limited or
unlimited.
Name Clause:
o such that, usage of such name will be an offence under any law in force
Violation of Act:
If a name had been reserved by providing false information and such offence is discovered:
- Before incorporation: the reserved name shall be cancelled and the applicant shall
be liable for penalty upto Rs. 1,00,000/-
o Direct The Company to change its name within 3 months after passing the
ordinary resolution
o Strike off the name of the company from the Registrar of Companies
o File a Petition for winding up of the company.
4. Articles of Association:
The company may adopt all or any of the regulations contained in Table
F,G,H,I,J of Schedule I of the Company Act 2013.
Note: It shall not prohibit the company from including such additional matters in its articles
as it may consider necessary.
Resolution:
a. Name Clause:
- Any change of name of the Company should comply with regulations relating
provisions of name for new companies u/s 4(2)
- No name change will be allowed if the company is default in filing its annual returns
or financials statements or any documents
- The process of change in name shall be complete only on obtaining Fresh Certificate
of Incorporation from the Registrar
- In the absence of any objections raised, it is deemed to have received the consent of
all the members, creditors, debenture holders and others.
- No shifting shall be allowed if any inspection/ investigation/inquiry has been initiated
- Resolution: Passing a special resolution and altering the MOA of the Company
- Filing of Documents: Filing all the required documents along with the fee with the
Central Government
- The details of creditors and debenture holders shall be enclosed with the
application
d. Object Clause:
- if a Company which has raised money from Public through a prospectus, and some
part of such money is still leftover (unutilised) then,No Change in object clause is
permitted unlessit is approved by a special resolution;
- Such resolution along with details is to be published in one English and one
vernacular newspaper and the dissenting shareholders are given an opportunity to
exit.
Any amendment to the MoA shall come into effect only after registration of such alteration
with the Registrar.
- Any alteration shall come into effect only after registration of such alteration with
the Registrar
Copies of Memorandum, Articles and specified (under Sec 117) to be provided to members
on request, subject to payment of fees (as prescribed)
7. Charitable Companies:
Object clause:
Promotion of commerce, art, science, sports, education, research, social welfare, religion,
charity, protection of environment or any such other object.
Prior approval of the Central Government is required to alter the memorandum/ Articles of
such a Company.
8. Incorporation of Companies:
Application:
An application for incorporation of the company shall be filed with the registrar within whose
jurisdiction the registered office of the company is proposed to be situated.
- Foreign national: their signatures on the MOA and AOA along with their Identity
proof shall be notarized by such persons as may be required.
- On his visit to India: If he had visited India and is intending to incorporate in India
then they should hold a valid business visa
- If he is a person of Indian origin or overseas citizen of India then the business
visa is not required.
Affidavit shall be submitted by each of the subscribers and first directors named in the
articles.
The particulars of every subscribers and directors to filed with the registrar at the time of
incorporation.
9. Commencement of Business:
o Declaration to be filed by the directors that the shares that have been taken
by the subscriber to the Memorandum and Articles has been fully paid up.
- The company to file with the registrar a verification of its registered office.
- Every company shall have a registered office on and from 15th day of its
incorporation.
- Notice of change of the registered office shall be filed with the ROC within 15 days
from the date of such changes.
- Where the company had changed its name: the company shall paint or affix or print,
as the case may be, along with its name, the former name or names so changed
during the past 2 years on its letter heads, bills, letter papers, notices, business
letters, official publications, hundis, etc…
11.Conversion of Companies:
Any Company registered under any previous Companies Act, may apply for conversion to
any classes of Company specified under this act, by
- Making necessary changes to its Memorandum and Articles for such class of
Company
- Complying with applicable provisions for such class of Company and
- Making an application to the Registrar and obtaining a fresh CoI
A Subsidiary cannot hold any shares or any beneficial interest as member in its Holding
Company
13.Service of Documents
“Courier” means person /agency which delivers documentand provides PROOF OF DELIVERY
15.Authentication of Documents: