company and company secretary

7/29/2019 Company and Company Secretary

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What is a Company

Company is a voluntary association of persons formed for the purpose of doing business having

a distinct name and limited liability. It is a juristic person having a separate legal entity distinctfrom the members who constitute it, capable of rights and duties of its own and endowed with

the potential of perpetual succession. The Companies Act, 1956, states that 'company' includes

company formed and registered under the Act or an existing company i.e. a company formed or registered under any of the previous company laws.

However, company is not a citizen so as to claim fundamental rights granted to citizens.

Company is a 'juristic person' and it can file a suit as an 'indigent person'

An Expression 'person' includes not merely a natural person but also other juridical persons. Acompany being a juristic person would be represented before a Court of law or any other place

by a person competent to represent it. It is enough that the person competent to represent a

company presents the application on behalf of the company. Minors, lunatics or person under any disability are also entitled to file a suit either through guardian or the next friend. In such a

case it is the guardian or next friend who is competent to represent the petitioner.

Company is a separate legal entity

Company is separate legal entity distinct from its shareholders. The major constituents of a

company are its members, who are the ultimate owners and its directors. It is an important

feature of the company form of business, that there is a gap between the ownership and controlover the affairs of the company. In real sense the members are the owners of a company, but it

is being managed by the directors who are elected representatives of its members, because it isabsolutely necessary for it to have a human agency called as the Company's board of directors.The Board of Directors comprises the directors.



A company registered under the Companies Act has the following features:-

1. Separate legal entity;

2. Incorporated body ;

3. Artificial legal person;

4. Perpetual succession;

5. Limited liability;

6. Common seal;

7. Right to own property;

8. Right to sue;

9. Right to enter in to contracts;

10. Flexibility of investment;

11. Separation of control from the ownership.

Advantages

1. A company is a legal entity, distinct and independent of those persons

who from time to time are its members.

2. The liability of the company’s members can be limited to the extent they

have agreed to contribute towards the capital of the company withreference to the number of shares and/or the amount of guarantee

respectively undertaken by them.

3. As the company is having an independent personality of its own, itsmembers are not personally liable for any act or omission on the part of the company, unless the law expressly provides otherwise.

4. The company being a juristic person, distinct from the membersconstituting it, can acquire, own, enjoy and alienate property in its own

name. As such the property would be that of the company and no

member can make any claim upon it so long as the company is a goingconcern.

5. The company being a legal entity can sue and also be sued in its own

name.

6. The continuity of the company and its functioning is not effected by the

death, disability or retirement of any its members. The company

continues to exist, irrespective of change in its membership. It iscommonly referred to as “perpetual succession”.

7. Transfer of member’s interest in the company can be readily attained



without in any way adversely affecting its property, business, or

existence.

8. Transferability of the company’s shares provides an element of liquidity

to the investors in respect of their investment in the shares of the

company and thus facilities increased investment in the company’s fundwithout, in any way, adversely affecting its economic stability.

9. The members of the company equitably share the profit by way of

divided and the company’s assets in the event of its winding up in

proportion of the capital respectively contributed by them.

10. Shares of small denomination afford an opportunity to the small

investors to invest according to their capacity.

11. Increased investment in the company’s funds is further ensured by permitting large number of persons to subscribe to the company’s shares.

Incorporation of a company affords better opportunity for strengthening

capital resources, growth and development of the enterprise.

12. The corporate form of business organisation affords opportunity for

professionalisation of its management and entrusting the administrationof its affairs to persons of professional competence and standing.

13. Arrangements between the company and its members are comparativelysimilar to those of other forms of organisation. For example, a company

may make a valid and effective contract with one of its member. It is

also possible for person in control of a company, to be in its employment

as an employee, subject to the provisions of the Act.

14. Incorporation of company provides better borrowing facilities as the

company can raise large amount, on comparatively easier terms, by issue

of debentures, especially those secured by a floating charge or by

accepting deposits from the public. Even banking and financialinstitutions prefer to render financial assistance to incorporated

companies.

15. In certain cases, an incorporated company comparatively stands in a

better position from the point of view of taxation on its income.

16. Once the company is brought in to existence on its incorporation, it can

only be dissolved with the provisions of the law.



Classification of companies

Companies under the Companies Act, 1956 may be classified on various

grounds as under:

I. On the basis of business activities undertaken:

Companies

(1) (2) (3) (4) (5)

Manufacturing

Activities

Service

Activities

Non-BankingFinance

Activities

Non-profitmaking

(Section-25)

Producer

(Section 581 A)

II. On the basis of liabilities of the members and directors:

Companies

With Limited liability With unlimited liability

(1) (2)

(a) (b) (c)

Limited By shares Limited by Guarantee &having share capital

Limited by Guarantee

III. On the basis of membership pattern/size

Companies

(1) (2) (3)

Public Private Government

(a)

Unlisted

(a)

Inde-pendent

IV. On the basis of place of registration:

Companies

(1) (2)

Indian Company Foreign Company



Private Limited COmpany

Section 3(1) (iii) defines a private company as one which:-

(a) has a minimum paid-up share capital of Rs.1 Lakh or such higher capital as may be

prescribed;and

(b) by its Articles Association:

1. restricts the right of transfer of its share;

2. limits the number of its members to 50 which will not include:-

A. members who are employees of the company; and

B. members who are ex-employees of the company and were members while in such

employment and who have continued to be members after ceasing to be employees;

3. prohibits any invitation to the public to subscribe for any shares or debentures of the

company; and

4. Prohibits any invitation or acceptance of deposits from persons other than its members,directors or their relatives.

This goes to say that a private company, in addition to the earlier conditions, shall have a minimum

paid-up share capital of Rupees One Lakh or such higher capital as may be prescribed and its Articlesshall prohibit invitation or acceptance of deposits from persons other than its members, directors or

their relatives. In case of such companies, public interest is not involved.

The basic characteristics of a private company in terms of section 3(1)(iii) of the Act do not get

altered just because it is a subsidiary of a public company in view of the fiction in terms of section

3(1)(iv)(c) of the Act that it is a public company. May be it is a public company in relation to other

provisions of the Act but not with reference to its basic characteristics. In terms of that section, acompany is a private company when its articles restrict the right of transfer of shares, restrict its

membership to 50 (other than employees shareholders) and prohibits invitation to public to subscribe

to its shares. Therefore, all the provisions in the articles to maintain the basic characteristics of a private company in terms of that section is restriction on the right to transfer and the same will apply

even if a private company is a subsidiary of a public company.

Persons desirous of forming a company must adhere to the step by step procedure as discussed

below:-

1. Selection of type of the company.

2. Selection of name for the proposed company.

3. Apply for Directors Identification Number and Digital Signatures.

4. Drafting of Memorandum and Articles of Association.



5. Stamping, digitally signing and e-filing of various documents with the Registrar.

6. Payment of Fees.

7. Obtaining Certificate of Incorporation.

8. Preparation and filing of Prospectus/Statement in lieu of Prospectus and e-Form 19/20 (in caseof public companies) for obtaining the certificate of commencement of business.

9. Obtaining Certificate of Commencement of business (in case of public limited companies).

1. Selection of the type of company

The Promoters of a company may be individual entrepreneurs or body corporate engaged in efforts

to incorporate a company. They have the power of defining the object of the company and decidingvarious matters for the company proposed to be incorporated. It is depending upon, the purposes for

which the company is to be incorporated, proposed scale of operations, capital involved, etc. The

promoters can select type of the company as they wish to form themselves into viz. private company, public company, non-profit making company, etc.

2. Selection of name

Six names are required to be selected in order of preference after taking notes of numerous

provisions, clarifications, circulars and rules made by the Ministry of Corporate Affairs, etc. In case

key word is required, significance of each key word should be given in the e-Form 1A.

3. Requirement for having DIN

As per proviso to section 253 of the Companies Act, 1956, inserted by the Companies (Amendment)

Act, 2006, w.e.f. 1-11-2006, no company shall appoint or re-appoint any individual as director of thecompany unless he has been allotted a Director Identification Number under section 266B.

New section 266A has been inserted by the Companies (Amendment) Act, 2006 which provides that

2.1 Applying for ascertaining the availability of the selected name

The promoters are required to make an application to the concerned Registrar of Companies to besubmitted electronically to the Ministry of Corporate Affairs on the portal of MCA. An application

shall be in e-Form 1A as prescribed by Notification No. GSR 56(E) dated 10th Feb., 2006 duly

digitally signed by any one promoter or managing director or director or manager or secretary of thecompany along with the required fee for ascertaining whether the selected name is available for

adoption by the promoters of the proposed company.

2.2 Approval of the name

After receipt of completed application in e-Form 1A, the Registrar shall intimate whether the

proposed name is available for adoption or not. The confirmation of the name made available by theRegistrar shall be valid for a period of six months.In case, if the promoters fail to submit all the

required documents for incorporation within that period, then they are required to submit another

application after payment of requisite fees.



every individual, intending to be appointed as director of a company shall make an application for

allotment of Director Identification Number (DIN) to the Central Government in the prescribed DIN

Form. Therefore, before submission of e-Form 1A all the directors of the proposed company mustensure that they are having DIN and if they are not having DIN, it should be first obtained.

Specific care should be taken that a person cannot have more than one DIN, therefore, a DIN onceobtained shall serve the requirement for all the companies in which he is a director or intended to be

a director.

4. Preparation of the Memorandum of Association (MOA) and Articles of Association (AOA)

Drafting of the MOA and AOA is generally a step subsequent to the availability of name made bythe Registrar. It should be noted that the main objects should match with the objects shown in e-

Form. These two documents are basically the charter and internal rules and regulations of the

companies. Therefore, they must be drafted with utmost care with the experts advise and the other

object clause should be drafted in a very broader sense.

Step by Step Formalities for formation of a new company

3.1 Requirement for having digital signatures

After 16th Sept., 2006, every documents prescribed under the Companies Act, 1956 is required to

be filed with the digital signature of the managing director or director or manager or secretary of the Company, therefore, it is compulsorily required to obtain digital signatures of at least one

director to sign the e-Form 1A and other documents. It may be noted that if the director or other

persons covered are having digital signatures, their signatures may be used for the above said

purpose and there is no need take new signature again.



5. Filing of documents with the Registrar

Next step for the promoters is to file the following documents with the Registrar for incorporation of thecompany. The following documents shall be submitted to the Registrar alongwith the adequate filing fees as

applicable for registration of the company online with in a period of six months from the date of intimation of

availability of name:-

1. Memorandum of Association, duly signed by the subscribers and witnessed, showing the number

of shares against their names electronically attached in PDF file. It should also be properly stamped

as per the stamp duty applicable in the State, where the registered office of the company is to be

situated.Simultaneously original stamped copy of the Memorandum of Association shall besubmitted with the Registrar of Companies concerned.

2. Articles of Association should be duly signed by the subscribers and witnessed, showing the

number of shares against their names electronically. It should be properly stamped according to the

authorized share capital as per the stamp duty applicable in the state, where the registered office ofthe company to be situated. Simultaneously original stamped copy of the Memorandum of

Association shall be submitted with the Registrar of Companies concerned.

3. Copy of the agreement, if any, which the company proposes to, enter in to with any individual for

appointment as its managing or whole-time director or manager shall be attached in the PDF file.

4. Declaration in e-Form 1 by an advocate or company secretary or chartered accountant engaged inwhole time practice in India or by a person named in the Articles as a director, manager or

secretary of the company, that all the requirements of the Companies Act, 1956 and the rules made

thereunder have been complied with in respect of registration and matters precedent and incidentalthereto, which may be accepted by the Registrar as sufficient evidence of such compliance. It

should be carefully noted that details of all the companies in which directors are also director

should be given and the names, addresses and other particulars of directors and promoters should be matched with the information provided in the DIN application Form. [ Section 33(2)] (Appendi

2).

5. Power of Attorney for should be furnished by all the subscribers in favour of any one subscriber or

any other person authorising him to file these documents and to with the Registrar and to obtain

certificate of incorporation. The power of attorney should be given on Non-Judicial stamp paper ofappropriate value and shall be submitted to the Registrar. (Appendix 3).

6. Other agreement if any, which has been stated in the Memorandum or Articles of Association shal

also be filed in the PDF file with the Registrar because in such cases the agreement will form part

of this basic document.

7. E-Form 18 is to be filed with the Registrar electronically with the digital signatures in regard to

location of the registered office. E-Form 18 shall also be certified by the company secretary or chartered accountant or cost accountant in whole –time practice. [ Section 146 (2)] (Appendix 4)

8. E-Form 32 is required to be filed with the Registrar electronically for filing particulars of directors

The personal details should match with the information provided in the DIN. Following additionaldetails are also required to given in e-Form 32:

(a) Name and CIN of all the companies in which they are directors;

(b) Names of partnership concerns in which they are partner;

(c) Names of proprietorship concerns in which they are proprietor;

In case if the field provided in the e-From 32 is not sufficient, an annexure may also be enclosed

for the required details. As an e- Form 32 provides fields for three directors only, e-Form 32AD i.eAddendum to e-Form 32 shall be submitted for additional appointments. E-Form 32 AD, if any is

also required to be certified by the company secretary or chartered accountant or cost accountant in



Choosing a Form of Business Organisation

A business enterprise can be owned and organized in several forms. Each form of organization

has its own merits and demerits. The ultimate choice of the form of business depends upon the balancing of the advantages and disadvantages of the various forms of business. The right

choice of the form of the business is very crucial because it determines the power, control, risk

and responsibility of the entrepreneur as well as the division of profits and losses. Being a long

term commitment, the choice of the form of business should be made after considerable

thought and deliberation.

The choice of the form of business is governed by several interrelated and interdependent

factors :-

The nature of business is the most important factor. Businesses providing direct serviceslike tailors, restaurants and professional services like doctors, lawyers are generally

organised as proprietary concerns. While, businesses requiring pooling of skills and

funds like accounting firms are better organised as partnerships. Manufacturingorganisations of large size are more commonly set up as private and public companies.

Scale of operations i.e. volume of business ( large, medium, small) and size of the

market area (local, national, international) served are the key factors. Large scaleenterprises catering to national and international markets can be organised moresuccessfully as private or public companies. Small and medium scale firms are

generally set up as partnerships and proprietorship. Similarly, where the area of

operations is wide spread (national or international), company ownership is appropriate.But if the area of operations is confined to a particular locality, partnership or

proprietorship will be a more suitable choice.

The degree of control desired by the owner(s). A person who desires direct control of business, prefers proprietorship, because a company involves separation of ownership

and management.

Amount of capital required for the establishment and operation of a business. A partnership may be converted into a company when it grows beyond the capacity and

resources of a few persons.

The volume of risks and liabilities as well as the willingness of the owners to bear it, is

also an important consideration.

Comparative tax liability.

6. Payment of registration fees for a new company

The fees payable to the Registrar at the time of registration of a new company varies according to the authorized

capital of a company proposed to be registered as per Schedule X to the Act. Fees can be calculated by the MCA portal.

7. Certificate of Incorporation (section 33 and 34)

On the satisfaction of the Registrar that the requirements specified in sections 33(1) and 33(2) have been

complied with by the company, he shall retain the documents and register the MOA, AOA and other documentsSection 34(1) cast an obligation on the Registrar to issue a Certificate of Incorporation, normally within 7 days o

the receipt of documents.

8. Commencement of Business

A Private limited company and a company not having share capital may commence its business activities fromthe date of its incorporation. However, a public Limited Company having share capital is required to takecertificate of commencement of business before it can commence business.

authorization to submit e-Form 32 from all the director should be attached with the e-Form 32.

E-form 32 is required to be digitally signed by the director or managing director or manager or secretary of the company. E-Form 32 shall be filed along with the adequate filing fee as prescribed

under Schedule XIII of the Companies Act, 1956, However, no separate filing fee is required to be

paid on the addendum of e-Form 32.( Appendix 5).



The Basics of Sole Proprietorships

Chances are, you're already running a sole proprietorship. Now, educate yourself on the prosand cons, the tax implications, and the legal liabilities to determine if you want to remain a sole

proprietorship.

The sole proprietorship is the simplest business form under which one can operate a business.

The sole proprietorship is not a legal entity. It simply refers to a person who owns the businessand is personally responsible for its debts. A sole proprietorship can operate under the name of

its owner or it can do business under a fictitious name, such as Nancy's Nail Salon. The

fictitious name is simply a trade name--it does not create a legal entity separate from the sole proprietor owner.

The sole proprietorship is a popular business form due to its simplicity, ease of setup, andnominal cost. A sole proprietor need only register his or her name and secure local licenses, and

the sole proprietor is ready for business. A distinct disadvantage, however, is that the owner of a sole proprietorship remains personally liable for all the business's debts. So, if a sole

proprietor business runs into financial trouble, creditors can bring lawsuits against the business

owner. If such suits are successful, the owner will have to pay the business debts with his or her own money.

The owner of a sole proprietorship typically signs contracts in his or her own name, because the

sole proprietorship has no separate identity under the law. The sole proprietor owner will

typically have customers write checks in the owner's name, even if the business uses a fictitious

name. Sole proprietor owners can, and often do, commingle personal and business property andfunds, something that partnerships, LLCs and corporations cannot do. Sole proprietorships

often have their bank accounts in the name of the owner. Sole proprietors need not observeformalities such as voting and meetings associated with the more complex business forms. Sole

proprietorships can bring lawsuits (and can be sued) using the name of the sole proprietor

owner. Many businesses begin as sole proprietorships and graduate to more complex business

forms as the business develops.

Advantages of a Sole Proprietorship

• Owners can establish a sole proprietorship instantly, easily and inexpensively.

• Sole proprietorships carry little, if any, ongoing formalities.

• A sole proprietor need not pay unemployment tax on himself or herself (although he or

she must pay unemployment tax on employees).

• Owners may freely mix business or personal assets.



Disadvantages of a Sole Proprietorship

• Owners are subject to unlimited personal liability for the debts, losses and liabilities of

the business.

• Owners cannot raise capital by selling an interest in the business.

• Sole proprietorships rarely survive the death or incapacity of their owners and so do not

retain value.

What is Sole proprietorship in India?

The sole proprietorship is the oldest, simplest, and most common form of business entity. It is a business owned by a single individual. For tax and legal liability purpose, the owner and the

business are one and the same. The proprietorship is not taxed as separate entity. Note that the

earnings of the business are taxed at the individual level, whether or not they are actually incash. There is no vehicle for sheltering income. For liability purposes, the individual and the

business are also one and the same. Thus, legal claimants can pursue the personal property of

the proprietor and not simply the assets used in the business.

Advantages of a Sole Proprietorship

Perhaps the greatest advantage of this form of business is its simplicity and low cost. You are

not required to register with the government, nor are any legal charter required. The sole proprietorship form of business has other advantages:

• The owner or proprietor is in complete control of business decisions.

• The income generated through operations can be directed into the proprietor’s pocket or

reinvested as he or she sees fit.• Profits flow directly to the proprietor’s personal tax return; they are not subject to a

second level of taxation. In others words, profits from the business will not be taxed at

the business level.

• The business can be dissolved as easily and informally as it was begun.

These advantages account for the widespread adoption of the sole proprietorship in the India.

Any person who wants to set up shop and begin dealing with customers can get right to it, in

most cases without the intervention of government bureaucrats or lawyers.

Disadvantages of the Sole Proprietorship

This legal form of organization, however, has disadvantages:

• The amount of capital available to the business is limited to the owner’s personal fundsand whatever funds can be borrowed. This disadvantages limits the potential size of the

business, no matter how attractive or popular its product or service



• Sole proprietors have unlimited liability for all debts and legal judgements incurred in

the course of business. Thus, a product liability lawsuit by a customer will not be made

against the business but rather against the owner.

• The business may not be able to attract high-calibre employees whose goals include a

share of business ownership. Sharing the benefits of ownership, other than simple

profit-sharing, would require a change in the legal form of the business.• Some employee benefits, such as owner’s life, disability, and medical insurance

premiums, may not be deductible, or may be only partially

deductible from taxable income.

• The entity has a limited life; it exists only as long as the owner is alive. Upon the

owner’s death, the assets of the business go to his or her estate.

what is Partnership firm in India?

A partnership is a business entity having two or more owners. Earnings are distributedaccording to the partnership agreement and are treated as personal income for tax

purposes. Thus, like the sole proprietorship, the partnership is simply a conduit for directing income to its partners. Partnership has a unique liability situation. Eachpartner is jointly and severally liable. Thus, a damaged party can pursue a singlepartner or any number of partners- and that claim may or may not be proportional tothe invested capital of the partners or the distribution of the earnings. This means thatif the one partner did something to damage a customer, that customer could sue allthe partners even though other partner played no part in the problem.Organizing a partnership is not as effortless as with a sole proprietorship. The partnersmust determine, and should set down in writing, their agreement on a number of issues:

• The amount and nature of their respective capital contributions (e.g., onepartner might contribute cash, another a patent, and a third property and cash)

• How the business’s profits and losses will be allocated• Salaries and draws against profits• Management responsibilities• The consequences of withdrawal, retirement, disability, or the death of a partner • The means of dissolution and liquidation of the partnership

Advantages of a PartnershipPartnerships have many of the same advantages of the sole proprietorship, alongwith others:

• Except for the time and the legal cost of crafting a partnershipagreement, it is easy to establish.

• Because there is more than one owner, the entity has more than onepool of capital to tap in financing the business and its operations.

• Profits from the business flow directly to the partners personal taxreturns; they are not subject to a second level of taxation.



• The entity can draw on the judgment and management of more than oneperson. In the best cases, the partners will have complementary skills.

Disadvantages of a Partnership

As mentioned earlier, partners are jointly and severally liable for the actions of

the other partners. Thus, one partner can put other partners at risk without their knowledge or consent. Other disadvantages include the following:

• Profits must be shared among the partners.

• With two or more partners being privy to decisions, decision makingmay de slower and more difficult than in a sole proprietorship. Disputescan tie the partnership in knots.

• As with a sole proprietorship, the cost of some employee benefitsmay not be deductible from income taxation.Depending on the partnership agreement, the partnership may have alimited life. Unless otherwise specified, it will end upon the withdrawal or death of any partner.

what is private limited company in India?

A Private Limited Company is the most popular form of business entity. It is a voluntaryassociation of not less than two and not more than fifty members, whose liability islimited, the transfer of whose shares is limited to its members and who is not allowedto invite the general public to subscribe to its shares or debentures. Its main featuresare :-

It has an independent legal existence. The Indian Companies Act, 1956contains the provisions regarding the legal formalities for setting up of a privatelimited company. Registrars of Companies (ROC) appointed under theCompanies Act covering the various States and Union Territories are vestedwith the primary duty of registering companies floated in the respective statesand the Union Territories.

It is relatively less cumbersome to organize and operate it as it has beenexempted from many regulations and restrictions to which a public limitedcompany is subjected to. Some of them are :-

• it need not file a prospectus with the Registrar.• it need not obtain the Certificate for Commencement of business.• it need not hold the statutory general meeting nor need it file the

statutory report.• restrictions placed on the directors of the public limited company do not

apply to its directors.

The liability of its members is limited. The shres allotted to it’s members are also not freely transferable between

them. These companies are not allowed to invite public to subscribe to itsshares and debentures.



It enjoys continuity of existence i.e. it continues to exist even if all its membersdie or desert it. Hence, aprivate company is preferred by those who wish to takethe advantage of limited liability but at the same time desire to keep control over the business within a limited circle and maintain the privacy of their business.

Advantages

Continuity of existence Limited liability Less legal restrictions Easy transferability of business

Disadvantages

Moderate tax rates Initial setup cost

Shares are not freely transferable Not allowed to invite public to subscribe to its shares Scope for promotional frauds Undemocratic control

Requirements for a Private Limited Company

1. A Registered Business Name: This must be followed by the word ‘Limited' or ‘Ltd'.

The Companies Registration Office exercises some control over the choice of name, itcannot be identical (or very similar to) the name of an existing company. It won't be

considered if it is offensive or illegal and the use of certain words in a company (for

example, `Institute', `National') can only be used in certain circumstances. The companyname must be displayed in a conspicuous place at every office, or other premises where

the company carries out business.

2. A Registered Office: This need not necessarily be the same address as the business is

conducted from. Quite frequently the address used for the registered office is that of the

firm's solicitor or accountant. This is the address, through, where all officialcorrespondence will go.

3. Shareholders: There must be a minimum of two shareholders (also described as`members' or `subscribers'). A private company can have up to fifty shareholders.

4. Share Capital: The company must be formed with a stated, nominal share capital

divided into shares of fixed amounts. Small companies are frequently formed with a

nominal share capital of Rs.100.



5. Memorandum of Association: The memorandum is the company's charter. It states the

company's name; the situation of its registered office; its share capital; the fact that

liability is limited and, most importantly, the object for which the company has beenformed. In theory, the company can only operate in the areas mentioned in the objects

clause but in practice the clause is drawn to cover as wide an area as possible, and

anyway a 75 per cent majority of the members of the company can change the objectswhenever they like. Nevertheless, it is worth bearing in mind that directors of the

company will incur personal liability if the company engages in a type of business

which is not authorized by the objects clause. The memorandum must be signed by atleast three shareholders.

6. Articles of Association: The document contains the internal regulations of the company,the relationship of the company to its shareholders and the relationship between the

individual shareholders. Many companies don't bother to draw up their own articles but

adopt (sometimes with some modifications) articles set out in the Companies Act.

7. Certificate of Incorporation: This is the document, which the registrar of companiesissues to you once he has approved your choice of name and your memorandum. When

you receive this document your company legally exists and is ready to trade.

8. Auditors: Every company must appoint a qualified auditor. The auditor's duty is to

report to the treasurer whether or not the books of the company have been properly

kept, and that the balance sheet and profit and loss account presents (or doesn't present)a true and fair view of the company's affairs and complies with the Companies Act.

Auditors are appointed or re-appointed at general meetings at which annual accounts are

presented, and they hold office from the conclusion of the meeting until the next generalmeeting.

9. Accounts: The Companies Act lays down strict rules on accounting. Every company

must maintain a set of records, which show the financial position at any one time with

reasonable accuracy. The accounts comprise a profit and loss account and balance sheet

with the auditors' and directors' reports appended. A new company's accountingreference period begins on its incorporation and runs until the following 31st March -

unless the company notifies the registrar of companies otherwise. Within ten months of

the end of an accounting reference period, an audited set of accounts must be laid beforethe shareholders at a general meeting and a set delivered to the registrar of companies.

10. Registers, etc.: In addition to the accounts books, companies are required to have: a

register of members and share ledger; a register of directors and secretaries; a register of

share transfers; a register of charges; a register of debenture holders; a book can be

purchased to hold all of the above. This will be provided automatically if you buy a



running concern.

11. Company Seal: All companies must have an engraved seal. This must be impressed on

share certificates and must be used whenever the company has to execute a deed. Again,

this is included in the ready-made company package.

What is Limited Liability partnership Company (LLP) in India?

By Sharda Balaji on 12, May, 2009 | Channel: Legal Resources for startups

Limited Liability Partnership (LLP) in India

– All you need to know about

LLP, a legal form available world-wide is now introduced in India and is governed by theLimited Liability Partnership Act 2008, with effect from April 1, 2009. link (pdf ) .

LLP combines the advantages of ease of running a Partnership and separate legal entity status

and limited liability aspect of a Company.

Here are some of the main features of a LLP

• LLP is a separate legal entity separate from its partners, can own assets in its name, sue

and be sued.

• Unlike corporate shareholders, the partners have the right to manage the business

directly• One partner is not responsible or liable for another partner’s misconduct or negligence.

• Minimum of 2 partners and no maximum.

• Should be ‘for profit’ business.

• Perpetual succession.

• The rights and duties of partners in LLP, will be governed by the agreement between

partners and the partners have the flexibility to devise the agreement as per their choice.

The duties and obligations of Designated Partners shall be as provided in the law.

• Liability of the partners is limited to the extent of his contribution in the LLP. No

exposure of personal assets of the partner, except in cases of fraud.

• LLP shall maintain annual accounts. However, audit of the accounts is required only if

the contribution exceeds Rs. 25 lakhs or annual turnover exceeds Rs.40 lakhs.

A LLP is indeed advantageous because of comparatively lower cost of formation, lesser

compliance requirements, easy to manage and run and also easy to wind-up and dissolve, no

requirement of minimum capital contributions, partners are not liable for the acts of the other

partners and importantly no minimum alternate tax (as of date). But, LLP cannot raise moneyfrom the public.

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http://www.mca.gov.in/MinistryWebsite/dca/actsbills/pdf/LLP_Act_2008_15jan2009.pdf


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http://www.mca.gov.in/MinistryWebsite/dca/actsbills/pdf/LLP_Act_2008_15jan2009.pdf



The process for incorporating a LLP is pretty simple. The flow chart here depicts it clearly.

The Registrar of Companies (ROC) is the authority having jurisdiction over the incorporation.

The steps required are:

•

Decide on the Partners and the Designated Partners• Obtain Designated Partner Identification Number (DPIN) and a digital signature

certificate.

• Decide on the name of the LLP and check whether it is available.

• Draft the LLP agreement

• File the LLP Agreement, incorporation documents and obtain the Certificate of

Incorporation.

In order to help you decide on which legal form to choose, here’s a feature comparison betweenthe LLP, Partnership firm and a Company:

Features Company Partnership firm LLPRegistration Compulsory

registration required

with the ROC.Certificate of

Incorporation is

conclusive evidence.

Not compulsory.

Unregistered

Partnership Firm willnot have the ability to

sue.

Compulsory

registration

required with theROC

Name Name of a publiccompany to end with

the word “limited”

and a private

company with thewords “private

limited”

No guidelines. Name to end with“LLP”” Limited

Liability

Partnership”

Capital contribution Private companyshould have a

minimum paid up

capital of Rs. 1 lakhand Rs.5 lakhs for a

public company

Not specified Not specified

Legal entity status Is a separate legal

entity

Not a separate legal

entity

Is a separate legal

entity

Liability Limited to the extent

of unpaid capital.

Unlimited, can

extend to the

personal assets of the

partners

Limited to the

extent of the

contribution to the

LLP.

No. of

shareholders /

Partners

Minimum of 2. In a

private company,

maximum of 50

2- 20 partners Minimum of 2. No

maximum.

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shareholders

Foreign Nationals

as shareholder /

Partner

Foreign nationals can

be shareholders.

Foreign nationals

cannot form

partnership firm.

Foreign nationals

can be partners.

Taxability The income is taxed

at 30% +surcharge+cess

The income is taxed

at 30% +surcharge+cess

Not yet notified.

Meetings Quarterly Board of Directors meeting,

annual shareholding

meeting is mandatory

Not required Not required.

Annual Return Annual Accounts andAnnual Return to be

filed with ROC

No returns to be filedwith the Registrar of

Firms

Annual statementof accounts and

solvency &

Annual Return has

to be filed withROC

Audit Compulsory,

irrespective of sharecapital and turnover

Compulsory Required, if the

contribution isabove Rs.25 lakhs

or if annual

turnover is aboveRs. 40 lakhs.

How do the bankers

view

High

creditworthiness, due

to stringent

compliances anddisclosures required

Creditworthiness

depends on goodwill

and credit worthiness

of the partners

Perception is

higher compared

to that of a

partnership butlesser than a

company.

Dissolution Very procedural.Voluntary or by

Order of National

Company LawTribunal

By agreement of the partners, insolvency

or by Court Order

Less proceduralcompared to

company.

Voluntary or byOrder of National

Company Law

Tribunal

Whistle blowing No such provision No such provision Protection

provided toemployees and

partners who provide useful

information during

the investigation

process.



But, LLP might not be a choice due to certain extraneous reasons, for example, DOT would

approve the application for a leased line only for a company; Angels / VCs would be

comfortable investing in a company.

The framework for incorporating a LLP is in place and currently registrations are centralized at

Delhi.

Procedure for Forming a LLP

A Limited Liability Partnership may be incorporated online.

Online Registration:

Register on www.llp.gov.in - External website that opens in a new window, the websitedeveloped by the Ministry of Corporate Affairs - External website that opens in a new window

for LLP services.

Reservation of Name of LLP:

For reservation of the name of an LLP, Any partner or designated partner in the proposed LLPmay fill up 'Form-1' where up to six choices can be indicated.

Click here - External website that opens in a new window to access the free name search

facility of existing companies/LLPs.

Incorporation of LLP:

Once the name is reserved by the Registrar, next is the filing of Incorporation documents,consent of Partners and declaration, electronically through the medium of e-forms prescribed

with the Registrar of LLP for incorporation of the LLP on payment of prescribed fees given in

Annexure A of the LLP Rules, 2009 - File referring to external site opens in a new window ,

on the total monetary value of contribution of partners in the proposed LLP.

Filing of LLP Agreement & Partners' Details:

Form 3 (Information with regard to LLP agreement and changes, if any made therein) and

Form-4 (Notice of Appointment of Partner/Designate Partner, etc.) may be filed with the prescribed fee simultaneously at the time of filing Form-2 or within 30 days of the date of

incorporation or within 30 days of such subsequent changes.

Corporate Documents & Registration of a Company

For incorporating a company in India, an application for registration should be submitted to theregistrar of companies with the following documents:

1. Memorandum of Association;

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2. Articles of Association;

3. a declaration signed by a person named in the articles of the proposed company as a director,

manager, or secretary of the company, or by an advocate of the Supreme Court or High Court,or by an attorney entitled to appear before the High Court, or by a chartered accountant

practicing in India stating that all the requirements of the Companies Act 1956 and theapplicable rules with respect to the registration and other matters have been complied with;

4. a list of persons who have consented to act as directors of the company.

5. if the proposed company is a public company, consent of very person prepared to act as adirector must be submitted in a prescribed form;

6. information about directors, managing directors and managers and secretary must be

submitted in a prescribed form;

7. information about the registered office in a prescribed form;

8. power of attorney in favor of one of the promoters or any other person, authorizing him/her to make corrections in the documents submitted to the registrar of the companies, if it becomes

necessary; and

9. applicable registration fee payable to the registrar of the companies.

Naming and Registering a Business In India, incorporation of a company is governed by the Companies Act 1956. It is the most

important piece of legislation that empowers the Central Government to regulate the formation,financing, functioning and winding up of companies. It applies to whole of India and to all

types of companies, whether registered under this Act or an earlier Act. But it does not apply to

universities, co-operative societies, unincorporated trading, scientific and other societies.

The Act is administered by the Central Government through the Ministry of Corporate Affairs

and the Offices of Registrar of Companies, Official Liquidators , Public Trustee, Company

Law Board, Director of Inspection, etc. The Registrar of Companies (ROC) controls the task of

incorporation of new companies and the administration of running companies.

The Official Liquidators who are attached to the various High Courts functioning in the

country are also under the overall administrative control of the Ministry. The set-up at theHeadquarters includes the Company Law Board, a quasi-judicial body, having the principal

Bench at New Delhi, an additional principal bench for Southern Region at Chennai and four

Regional Benches located at New Delhi, Mumbai, Kolkata and Chennai. The organisation at

the Headquarters also includes two Directors of Inspection and Investigation with acomplement of staff, an Economic Adviser for Research and Statistics and other Officials

providing expertise on legal, accounting, economic and statistical matters.

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The four Regional Directors, who are in charge of the respective regions, comprising a number

of States and Union Territories, interalia, supervise the working of the Offices of Registrars of

Companies and the Official Liquidators working in their regions. They also maintain liaisonwith the respective State Governments and the Central Government in matters relating to the

administration of the Companies Act, 1956.

Registrar of Companies (ROCs) appointed under Section 609 of the Companies Act, covering

various States and Union Territories, are vested with the primary duty of registering companiesfloated in the respective States and the Union Territories and ensuring that such companies

comply with the statutory requirements under the Act. Their offices function as registry of

records relating to the companies registered with them.

For registration and incorporation of a company, an application has to be filed with Registrar of

companies. Application for registration of a company accompanied by the selected names,

Memorandum of Association and Articles of Association and other necessary documents is to

be filed with the Registrar of companies of the State in which the company is proposed to be

incorporated.

Under the Companies Act, an entrepreneur can form two types of companies, namely a private

company or a public company.

A Private Company is one, the articles whereof contains the following restrictions:-

Restricts the minimum paid up share capital to such an amount as may be prescribed butwhich shall not be less than rupees one lakh;

Restricts the rights of members to transfer its shares, if any;

Limits the number of its members to fifty excluding the past or present employees of

the company who are members of the company;

Prohibits any invitation to the public to subscribe for any shares or debentures of the

company;

Does not invite or accept any deposits from persons other than its members, directors or

their relatives

Also, the minimum number of members in a private company is two and such a company musthave the words 'Pvt Ltd' as the last part of its name.

A Public Company, as defined in the Companies Act, has the following features:-

Its shares are freely transferable;

There is no ceiling on its membership;

It can invite general public to subscribe to its shares;

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It has a minimum paid up capital of Rs. 5 lakhs or such higher paid up capital as may be

prescribed;

It is a private company which is a subsidiary of a public company.

Also, the minimum number of members in a public company is seven and such a company

must have the word 'Ltd' as last part of its name.

Company Registrars:

Tamil Nadu-I

Registrar of Companies

Block No. 6, B Wing

2nd Floor, Shastri Bhavan

26, Haddows Road

CHENNAI-600 039

Ph. 044-8277182, 8272676, 8276652, 8276654

Fax: 044-8234298

E-mail: rocmad.sb[at]sb[dot]nic[dot]in Tamil Nadu II

Coimbatore, Nilgiris, Periyar Salem, Dharmapuri and Dindigul, Quaid-e-Milleth Registrar of

Companies

Coimbatore Stock Exchange Building

2nd Floor, 683-686, Trichy Road

Singanallur,

COIMBATORE-641 005

Ph. 0422-2318170, 2318089

Fax: 0422-2324012

E-mail: roccoi.sb[at]sb[dot]nic[dot]in

Register a Company

Registrars of Companies (ROC) appointed under Section 609 of the Companies Act covering

the various States and Union Territories, are vested with the primary duty of registering

companies floated in the respective States and Union Territories and of ensuring that suchcompanies comply with statutory requirements under the Act. These offices function as

registries of records relating to the companies registered with them, which are available for

inspection by members of the public on payment of the prescribed fee.

The Registrars of Companies in different States primarily deal with the Incorporation of

companies, change of name of companies, change of financial year, conversion of companies

from Private to Public and vice versa, striking off of the names of companies, and default

action against companies.

The steps to be followed for registering a private limited or a public limited company areenlisted here.

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mailto:roccoi.sb%5Bat%5Dsb%5Bdot%5Dnic%5Bdot%5Din

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Steps to be taken to get incorporated a private limited Company:

• Select, in order of preference, a few suitable names, not less than four, indicative of the

main objects of the company.

• Ensure that the name does not resemble the name of any other company already

registered and also does not violate the provisions of Emblems and Names (Preventionof Improper Use) Act, 1950.

• Apply to the concerned ROC to ascertain the availability of a name in the General Rules

and Forms along with a fee of Rs.500/- If the proposed name is not available apply for a

fresh name on the same application.

• Arrange for the drafting of the Memorandum and Articles of Association by thesolicitors, the vetting of the same by the ROC and the printing of the same.

• Arrange for the stamping of the Memorandum and Articles with the appropriate stamp

duty.

• Get the Memorandum and Articles signed by at least two subscribers in his own hand,

his father's name, occupation, address and the number of shares subscribed for and

witnessed by atleast one person.• Ensure that the Memorandum and Articles are dated after the date of stamping.

• Get the following forms duly filled up and signed:

o Declaration of Compliance

o Notice of the situation of the registered office of the company

o Particulars of the Director, Manager or Secretary

• Present the following documents to the ROC with the filing fee and the registration fee:

o The stamped and signed copies of the Memorandum and Articles of Association

(3 copies).

o Form-1, 18 & 32 in duplicate.

o Any agreement referred to in the M & A.

o Any agreement proposed to be entered into with any individual for appointmentas Managing or whole time Director.

o Name availability letter issued by the ROC.

o Power of Attorney from the subscribers in favour of any person for making

corrections on their behalf in the documents and papers filed for registration.

o Pay the Registration and Filing Fee by Demand Draft/Banker's Cheque if it

exceeds Rs.1000/-

o Obtain the Certificate of Incorporation from ROC.

Additional Steps to be taken for formation of a Public Limited Company

• Consent of Directors to act as such in Form No.29.

• Arrange for payment of application and allotment money by Directors on shares takenor agreed to be taken.

• File the Statement in Lieu of Prospectus with the ROC in schedule-iv of the Companies

Act.

• File a declaration in Form-20 duly signed by one of the Directors.• Obtain the Certificate of Commencement of Business.



More information can be obtained from the website of the Ministry of Corporate Affairs

Company Secretary

Career Prospects

As per the Companies Act 1956, a statutory requirement is that big companies are required toappoint a Company Secretary while the small companies are required to engage the services of

a CS in whole time practice. In addition, the companies seeking listing on stock exchange are

required to have a full-time qualified company secretary. Hence, there are ample career opportunities for Company Secretaries. A Company Secretary can aspire to get employment

opportunities in government accounts as well as in law departments. Most of the qualified

company secretaries can find well-paid positions in the public sector and corporate sector,

banks and financial institutions, stock exchanges, company law boards and governmentdepartments. Exposure to detailed study and practical training in various fields adds to

versatility of a company secretary. Small firms usually employ company secretaries on

retainership basis for professional advice and support e.g. licenses, registrations, loans,taxes, partnership deeds etc. There is plenty of scope for specialization and moving into

general management and administration at the highest level in business houses or CS firms.

Board meetings minutes

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1. Minutes of decisions or resolutions

These are records of formal decisions of the directors of the company at duly convened meeting andare prefixed by the word ‘Resolve’. Minutes of resolution may be recorded in various ways. They

may be simply set down as a statement of what was resolved. Alternatively, they may be accompanied

by a statement indicating the mover and seconder and how the resolution was carried. Either form of

recording the resolution is acceptable. Some advocate that the latter form should be used in respect ofminutes of general meetings of members and the former in respect of Board meetings. But that is

entirely a matter of opinion. A third type of recording, which is desirable in cases where the recitals are

numerous and/or lengthy, is one which prefixes a recital to the resolution. A recital is a shortexplanation of why it is necessary or expedient to pass the resolution.

It is generally not necessary, and in fact brought with the risk of unpredictable consequences, to recordthe discussion which led up to the adoption of a certain resolution or making of a certain decision.

Only the decisions or resolutions actually taken and the names of the persons proposing and seconding

those decisions or resolutions, should therefore, be recorded. However, motions carried through or

ruled upon by the chairman are on the same footing as resolutions for the purpose of recording the

minutes.

As the element of urgency is part of the word ‘minutes’ as used in the context of minutes of proceedings, it is advisable to draft the minutes as soon as possible after the conclusion of meetings.

2. Time-limit for recording and signing of minutes of Board meetings.

Section 193 (1) of the Companies Act, 1956 alia provides that every company shall cause minutes of

all proceedings of every meeting of its Board of directors, to be kept by making within thirty days of

the conclusion of every such meeting concerned, entries thereof in the books kept for that purpose withtheir pages consecutively numbered. The minutes need not be signed within that period. (Department

of Company Affairs’ (MCA) circular NO. 25 of 1975, dated 1 September, 1975.

It is not obligatory to wait for the next Board meeting in order to have the minutes signed of the

meeting already held. The chairman of the meeting at any time may sign such minutes before the next

Board meeting is held. A confirmation of minutes of a meeting at the next meeting is not contemplated

under the law. [Department of Company Affairs’ (MCA) Circular No. 8/2 Misc. 75-CL-V, dated 5May, 1975.

It is, however, common practice to confirm and / or note the minutes at the next meeting and sign thesame by the chairman. Confirmation really means noting. The Act does not require either confirmation

or noting, but noting is a good secretarial practice. It is also a good practice to circulate minutes in

draft to the directors.

Minutes must be signed latest on the date of the next succeeding meeting of the Board. It is not

necessary that the minutes are signed by all the directors present at the meeting [Prafulla Kumar Rout v

orient Engg. Works Pvt. Ltd. 91986) 60 COMP Cas 65 (Ori) but it is necessary to mention the namesof the directors present. It is desirable to mention the names of the directors who have absented from

the meeting together with a statement as to whether they have been granted leave of absence or not.

Minutes of a board meeting, which was held in accordance with the directions of a court are to besigned by the chairman appointed by the court and such minutes are to be taken as authentic minute



3. Correction in the minutes of the board meetings

Minutes once recorded and signed cannot be changed materially, subsequently. Minutes once made and

signed, ought never to be altered by striking out or adding anything. {Re, Cowley & Co42 Ch d 204} If

a correction involves a major departure from the earlier minutes, the proper procedure is to pass a

resolution at a subsequent meeting and mention the fact of the resolution in the old minutes as areference.

4. Adoption of minutes of Board meetings

It is the general practice to draft the Board meetings minutes and get it approved by the chairman and

thereafter it is recorded in the minutes book. Simultaneously, copy of the draft minutes is circulated to

all the directors either before or at the time of circulation the agenda for the next meeting. At the nextmeeting, the minutes of the earlier meeting recorded in the book, are adopted by the Board and in token

thereof, the chairman signs the minutes with the date. It would be more appropriate to record that the

Board approved the minutes of the previous meeting of the board held on…. Instead of saying that theBoard confirmed minutes of the last meeting’.

5. Action on any resolution can be taken after conclusion of the meeting

Action on any resolution or any matter approved by the board at a meeting can be taken immediately

on the conclusion of the meeting. It is not necessary to wait till the minutes are recorded, approved

and adopted at the next meeting.

6. Numbering of minutes and resolutions

Either of the following methods may be used for the purpose of numbering of the minutes:-

• Number the minutes of the Board meeting like 1st, 2nd 3rd and so on as to confirm that there is no

fabrication of the minutes at a later stage.

• Resolution may also be serially numbered with identification of the number of the Board meeting

like 1.2, 4.12, 6.7 (in that case the 1, 4 and 6 denotes the number of the Board meeting and 2, 12 and7 specify the item number of the particular business transacted at the meeting). It may be noted that

the number should be confined to special items and not to routine matters.

7. Circulation of the minutes of the board meetings among the directors

The Companies Act, 1956 has neither provided for confirmation of minutes of the Board meeting at thenext such meeting nor has it contained provisions making it mandatory the minutes of Board meeting

among directors. Generally, at the time of nomination of directors on Board by financial institutions,

banks, etc., they impose conditions relating to that.

In general practice, the nominating bodies require circulation of minutes. It is also a good secretarial

practice that after the minutes have been written and got signed, should be circulated among the

followings;-

• All the directors, including nominee director of company;

• The financial institutors/banks which has nominated director on the Board of accompany.

8. Inspection of the minutes of the Board meetings.



The Companies Act, 1956 has no express provision in relation to inspection of minutes books of Board

meetings, the same shall be open for the inspection of auditors. The directors shall also be eligible tosee these books.

Right to inspection cannot be denied whatever be the motive of member.

9. Related registers and files to the minutes of the Board meetings

Following optional registers may also be taken care of being related to minutes books of Board

meetings;-

• Attendance Register of directors;

• Common Seal Register;

• Index of Minutes Register;

• Agenda Book.

In addition to the above, the file containing the notices of Board meetings, letters of disclosures made

by the directors, copy of the statements placed before the meeting duly initialed by the chairman, proofof dispatch of notice to the directors, copy of the resignation letter from the directors, agenda papers,

etc. should be carefully kept at the registered office of the company.

RESPONSIBILITIES OF THE COMPANY SECRETARY

Meetings

• Advise the Board on the application of the Association’s rules and the Industrial andProvident Societies Act 1969 as updated and amended. Also ensure that all levels of authority are appropriately delegated.

• Attend all Board Meetings and carry out the instructions of the Board.

Agree the first draft of Board minutes before they are circulated to other Members. Theresponsibility for agreeing the first draft of Committee Minutes is delegated to the Chair of therespective Committees.

Convene Board Meetings, compile minutes and ensure that these are bound annually into

book form and pages numbered sequentially and signed as a true record of the meetings.

Monitor the operation of General Meetings, Annual General Meetings and Special GeneralMeetings ensuring the Association operates within its rules and in accordance with relevantlegislation.

Membership



Ensure that applications for membership are put before the Board for decision and on approvaland receipt of £1 issue a Members Share Certificate and record within the dual ShareholdersRecord System.

Inform DSD in regard to new or terminated shareholders and Board members.

Election of the Board

At the Annual General Meeting to supervise the election and retirement of Board members inaccordance with the Rules of the Association.

Under instruction from the Board, cast voles on behalf of the organisation in elections to thosebodies to which the Association is affiliated.

Registrar of Companies, Credit Unions & Industrial & Provident Societies

Ensure the statutory registers are maintained including the Shareholders/Board register,register of holders of any loan and register of mortgages and charges on land and ensure thatall regulatory forms are completed and returned to the Registry of Companies within specifiedtimeframes. Also retain copies of documents for the organisation’s own records.

Submit statutory financial statements to the Registrar of Companies within 7 months of the endof the organisation’s financial year.

Advise the Registry of Companies of any regulatory changes e.g. the Rules of the Association,name change; certificate of incorporation; change in registered office.

Department for Social Development

Forward a copy of the audited accounts within 6 months of year end along with a managementletter from the auditor.

Ensure that the Annual Regulatory Return is completed within 2 months of year end.

Fulfil any other responsibilities required by the Department for Social Development HousingDivision.

Administration

Ensure company stationery, including invoices, show the name, registered address, companyregistration number, charity registration number and Department for Social Developmentregistration number.



Ensure the certificate of incorporation is retained at the registered office.

Retain securely and ensure the proper use and control of the Company Seal and the recordsrelating to its use.

Keep an up-to-date list of contact names addresses and telephone numbers of all key staff and Board Members.

Keep the rules of the Association and make them available to any person who may ask to seethem.

Maintain confidentiality of all information gained in relation to the duties of this post.

Oversee all legal matters and protect the company’s assets.

Protect the Board and act as Board/Chairperson’s confidant.

General

The Company Secretary shall be appointed from within Board Membership.

Triangle Housing Association Ltd. Approved by the Board – 6 June 2010 (Version 2)

Signed:…………………………………………………..

Chairperson