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Indian Companies Act1956
Indian Companies Act1956
1956
A company implies an association of persons for some common object(s). According to the act :A company formed and registered under the companies act 1956 or under any previous company law. A company is a contractual entity created by the members.
Characteristics of a Company
1. 2. 3. 4. 5. 6. 7. 8. 9. Incorporated Association Artificial legal Person Separate legal Entity Perpetual Succession Limited Liability Transferable Shares Common Seal Separate Property Capacity to Sue and Being Sued
Kinds Of Companies
A) On the basis of mode of Incorporation: Chartered Companies Statutory Companies Registered Companies B) On the basis of Liability of Members Limited by Shares Limited by Guarantee Unlimited C) On the basis on the number of members Private Public D) Others: Govt. Companies, Foreign company, Holding and subsidiary company
Not more than 12 without the approval of the central govt. At least 2/3rd of Directors must retire by rotation Not more than 11% of net profit.( not mere than 5% to a sgl.Director) Rs 5 Lakh Can accept deposits from public Must do so
1.
Promotion
Registration/Incorporation Flotation/Raising of Capital Commencement of Business
Promotion
Promotion refers to the entire process through which a company is brought into existence. It starts with the conceptualization of the birth of the company with an objective for which it is to be formed. The persons who conceive the company and invest the initial funds, are known as promoters.
Registration/Incorporation of Company
The Promoters of the company will submit the following documents with the Registrar of Companies for the registration of company: Memorandum of Association The article of association A list of persons who have consented to act as directors of the proposed company A statutory declaration of compliance. Any agreement with the relevant persons of the proposed company.
Registration/Incorporation of Company
The Registrar of the Companies is to allot a Corporate Identity Number to each company registered on or after November 1, 2000.After scrutiny of all the documents a certificate of incorporation is issued
Commencement of Business
Every private company and a company not limited by shares can commence business immediately on receipt of certificate of incorporation. But a public company limited by shares is debarred from commencing business on borrowing money without the certificate of commencement of business Where a company has issued Prospectus The minimum subscription in cash has been raised Every director of the company has paid in cash his qualification shares , a proportion payable on application and allotment on the shares offered for public subscription. No money is liable to be repaid to applicants for any shares or debentures which have been offered for public subscription by reason for any failure to apply for, or to obtain permission for the shares of debentures to be dealt in any recognized stock exchange
Commencement of Business
A statutory declaration duly verified by one of the directors or the secretary in the prescribed form that the above conditions have been complied with, is filed with the registrar Where the company has not issued prospectus it has to satisfy the following conditions: A statement in lieu of the prospectus if filed with the Registrar Every director of the company has paid in cash his qualification shares , a proportion payable on application and allotment on the shares. A statutory declaration duly verified by one of the directors or the secretary in the prescribed form that the above conditions have been complied with, is filed with the registrar. When the company has compiled with the above conditions the Registrar will issue a certificate to commence business.
Memorandum of Association
Memorandum of Association
iv) Liability: A declaration is made that the liability of the members is limited. v) Capital-The amount of authorized share capital divided into shares if fixed amount vi) Association or Subscription: The initial members are called subscribers, who sign the memorandum in the presence of one witness
Articles of Association
Ultra Vires means beyond the powers. Ashbury Railway Cairrageand Iron Company Ltd vs Riche Doctrine of Constructive Notice The memorandum and articles when registered with the Registrar becomes public document and accessible to all. Therefore there is a presumption that any outsider dealing with the company has read and understood these documents. Kotla Venkatswamy vs C Ramamurthy.
Prospectus
Prospectus means any document described or issued as a prospectus and includes any notice, circular, advertisement or other document inviting offers from the public for the subscription and purchase of shares in, or debentures of a body corporate.
Prospectus
Pre-Requisites of Prospectus
Prospectus must be dated Prospectus must be signed Prospectus must be registered
Prospectus
Deemed Prospectus- When a company allots shares or debentures to the public through the medium of Issue Houses, then the issue houses invite subscription from the public through their own offer document. This is also called prospectus by implication. Statement in Lieu of Prospectus- Where a public company does not invite public to subscribe for its shares, but arranges to get money from private sources>The promoters here need not issue a prospectus but are required to draft prospectus Red Herring Prospectus- is a prospectus ,which does not have complete particulars on Price of securities offered and quantum of securities offered. E.g.-Jet Airways, Suzlon
Membership
Persons who collectively constitute the company as a corporate entity are members or shareholders a) The subscribers to the memorandum b) Who agrees in writing to become member and whose name appears in the register of members c) Who holds equity share capital and whose name is entered as beneficial owner in the records of the depository The agreement in writing to take shares of the company The registration of name in the register of members
Member/Shareholder
S.no Shareholder Member
Is a member
May not be a shareholder because the company may not have a share capital Struck off from the list Applies for registration Subscriber to a memorandum
Person who owns a bearer share warrant is a shareholder A legal representative of a member
Minor Insolvent Partnership Firm Foreigner Company Trade Union or Society President of India
A company with more than fifty members shall keep an index of members
Name address and occupation Share held by each member and the amount paid up on those shares Date at which each person was entered in the register as a member Date at which any person ceased to be a member
Termination of Membership
Transfers his shares Shares are forfeited by the company Surrenders his shares Shares are sold by the company to enforce its lien Dies Is adjudged insolvent Shares have been redeemed by the company Rescind the contract of membership on fraud or misrepresentation