Company Act 1956
Post on 18-Nov-2014
Embed Size (px)
DESCRIPTIONSaurabh Garg IT Manager
THE COMPANY ACT 1956
Propaganda of PresentationCOMPANY COMPANY ACT 1956 OBJECTIVES OF COMPANY ACT 1956. ADVANTAGES A COMPANY HAVE THROUGH INCORPORATION y TYPES OF COMPANIES. y MEMORANDAM OF ASSOCIATON. y ACTICLE OF ASSOCIATION. y STEP OF INCORPORATION OF A COMPANY. y DOCUMENTS NEEDED FOR REGISTRATION.y y y y
COMPANYy In a simple words a company may be defined as a voluntary association of persons who have come together for carrying on some business like the promotion of commerce , art ,science, religion, charity or any other object and sharing the profits there from. y Section 3(1)(i) of the Companies Act, 1956 defines a company as: a company formed and registered under this Act or an existing Company. y Existing Company means a company formed and registered under any of the earlier Company Laws.
Company act 1956y The company act came into force from 1 April 1956. y The act was based upon the recommendation of company law committee appointed under the chairmanship of Mr. C. H. Bhaba on 25 -10-1950. y The committee submitted its report in 1952. The Indian company act extends to the whole India.
Objective of company act 19561. Development of a company because a corporate
form of business organisation constitute a very important sector of economy.2. Protect the interest of large number of share holder
as they have a separate ownership from management in joint stock companies.3. Safe guard the interest of the creditors so that they
have there money on time.
4. To equip the government with necessary powers so that the interest of the consumer, labors and suppliers can be protected. 5. To attain the ultimate goal of the economic policy that is establishing a socialistic pattern of society
ADVANTAGES THAT A ORGANISATION ENJOY THROUGH INCORPORATION UNDER COMPANY ACT 1956..1 SEPERATE LEGAL ENTITY 2.ARTIFICIAL PERSON 3.PERPETUAL EXISTENCE 4.COMMAN SEAL 5.LIMITED LIABILITY 6.CAPACITY TO SUE OR TO BE SUED 7.TRANSFERABILITY OF SHARE
Separate legal entityy A company is an separate legal entity means
it is different from its members. It works as a individual body. y It can make contracts, open a bank account, can sue and be sued by others. y The law has recognised that even if a person holds virtually all the shares, the right and obligations of the company shall be different from its members.
Artificial persony A company is a purely a creation of law. It is invisible, intangible and exists only in the eyes of law. y It has no soul, no body, but has a position to enter or exit into a contract, to appoint a people as its employees y In short it can do every thing just like a natural person.
Perpetual existence [sec 34(2)]y Section 34(2) of the act states that an incorporated company has perpetual life. y The life of the company is not related to the life of the members . Law create the company and law alone can dissolve it. y The existence of the company is not affected b y death, insolvency, retirement or transfer of share of members.
Limited liabilityy It means that the liability of a member shall
be limited to the value of the share held by him, he cannot be called upon to bear the loss from his personal property.
Common sealy A company being an artificial person can
not work as a natural being. y Therefore, it has to work through its directors, officers and other employees. Common seal used as a official signature of a company.
Transferability of share sec(82)y The share of a company are freely
transferable. The shareholder can transfer his share to any person without the consent of other members. y A company cannot impose absolute restrictions on the rights of member to transfer their shares
Capacity to sue and be suedy When a company incorporated it acquire a
separate and independent legal personality. As a legal person it can be sue and be sued in its own name.
Types of companies (Registered under company act 1956)COMPANIES
N mber of members
Stat tory companies
INCORPORATEDy 1.CHARTERED COMPANIES
These companies are incorporated under a special charter such as the east India company. The bank of England. the company act does not apply to it. 2.STATUTORY COMPANIES These companies are incorporated by special act of legislature( act of parliament or state legislature) example of such companies are RBI, UTI, LCI
y REGISTERED COMPANIES
companies registered under the Indian Companies Act, 1956 are called registered companies. To become a registered company one has to take the certification of incorporation from the registrar.
COMPANY WITH LIABILITYy COMPANY LIMITED BY SHARE [sec12(2)a]
companies in which the liability of its members is limited to the extent of the amount unpaid on the shares held by a particular member.y COMPANY LIMITED BY GUARANTEE
The liability of members is limited to a fixed amount which members undertake to contribute to the assets of the company in case of its winding up.y UNLIMITED COMPANIES
wherein members are liable for the debts of the company irrespective of their interest in the company
Number of membersy PRIVATE COMPANIES [sec 3(1)(iii)]
A private company is one which, by its Article of association - restricts the right to transfer its share, if any - limits the maximum number of its member to fifty - prohibits any invitation to the public to subscribe for any share or debenture of the company.
y PUBLIC COMPANY [SEC 3(1)(iv)]
A public company means a company which is not a private company. In other words, a public company, means a company which by its article does not(i) limit the number of its member. (ii) prohibit any invitation to the public to subscribe for any share in, or debentures, of the company.
companies according to controly HOLDING AND SUBSIDIARY COMPANY
where a company has control over another company, it is known as the holding company The company over which control is exercised is called the subsidiary company.
ownershipy GOVERNMENT COMPANY (sec617)
a government company means any company in which at least 51% of the paid up share capital is held by the central government or by any state government or partly by one or more state Government.
MEMORENDUM OF ASSOCIATIONy The first step in the formation of the company is to prepare memorandum of association. it is one of the documents which has to be filed with registrar of the companies at the time of incorporation of a company. y It is vital document, tell about the object of the company s formation ,the power of the company as well as the boundaries beyond which the action of the company can not go.
Importance of memorandumy It defines the rights and liabilities of the members. y It shows the capital structure of the company y It shows the object of the company y It specifies the state in which the registered office of the company is situated. y It shows the constitution of the company y It specify the conditions under which the company has been incorporated.
Article of associationy The article of association are the bye laws of the company according to which director and other officers are required to perform their functions as regards the management of the company, its accounts and audit. y Article of association of the company as originally framed or as attained from time to time in presence of any previous companies law or of this act .Sec2(2) of company act 1956
Contents of article of associationy y y y y y y y
Rights of different classes of shareholder. Use of common seal of the company. Different classes of shares and their right. Appointment , powers, duties, salary of MD, manager, and secretary. Borrowing power of directors. Voting rights of member . Board meetings and proceedings. Winding up company.
Step of incorporation of company1PUBLIC/ PRIVATE COMPANY
STATE OF REGISTERED OFFICE
NAME OF THE COMPANY
Letter of intant
FIX UNDERWRITRS, BROKERS, BANKERS, AUDITORS AND SIGNATORIESOF THE MEMORANUM
PREPARATION OF MEMORANDUM AND ARTICLE OF ASSOCIATION
SUBMISSION OF FINAL DOCUMENTS TO THE REGISTRAR
Incorporation of a companyFirst of all promoter has to decide whether they want to form a public company or a private company. 2. Decide the state wherein the registered office of the company is to be situated. 3. Name of the company. The promoters should decide upon at least three suitable names and ascertain from the Registrar of companies whether the name by which the company is to be started is available or not . Necessary care should be taken while selecting the name that it must not be identical or too nearly resemble the name of any existing company.1.
Cont .4. The promoter should obtain a letter of intent(to be converted into an Industrial license) under industry act 1951, if the company s business comes within the licensing requirement of this act. 5. The promoters should also fix UNDERWRITRS, BROKERS,BANKERS, AUDITORS AND SIGNATORIESOF THE MEMORANUM.
6. Then Company should prepare Memorandum of association and article of association. 7. Finally submit all the required documents to the registrar.
Documents needed for Registrationy Memorandum and article of article and association duly stamped, signed and witnessed. y Statement of nominal capital of the company. y Agreement (if any) with any individual for appointment of any manager and dir