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					1.   Independent Corporate entity
2.   Limited Liability
3.   Separate Property
4.   Perpetual succession
5.   Transferability of shares
6.   Can sue and be sued
1.   Reduction of membership
2.   Failure to refund application money
3.   Mis-description of company name.
4.   Misrepresentation in the prospectus
5.   Fraudulent conduct
6.   Holding & Subsidiary companies
1.   Protection of revenue
2.   Prevention of fraud
3.   Determination of the character of the
     company
4.   Avoidance of welfare legislations
5.   Determination of technical competence
            Limited
            liability




By shares          By guarantee




       Not having a          Having a
       share capital       share capital
1.   Unlimited Companies
2.   Government Companies
3.   Foreign Companies
4.   Private Companies
5.   Public Companies
Restricts
            • Transfer of shares




 Limits
            • Number of members




            • Invitation to subscribe for shares/debentures
Prohibits   • Invitation or acceptance of public deposits (
              except members or directors or their relatives)
1.   Rights issue – Not required to offer to
     existing shareholders
2.   Min no. of members – 2
3.   Appointment of a directors – by single
     resolution
4.   Directors not required to retire by rotation –
     public 2/3rds
5.   Statutory meeting – not required
6.   Quorum – gen meeting - 2 , public is 5
7.   Commencement of business
1.   Not a private company
2.   Min paid up – 5 lakhs
3.   Sec 25 companies not required - 5 lakhs
1.   Minimum & maximum no. of members
2.   Min. paid up capital
3.   Minimum no. of directors
4.   Consent of directors
5.   Prospectus – raise of capital
6.   Public deposits
7.   Transfer of shares
8.   Managerial remuneration
9.   Suffix “Pvt. Ltd”
1.   By default Section 43A
2.   By choice
3.   Alter articles and approval of central govt –
     public into pvt.
4.   Alter articles – Pvt into public
1.   Name approval
2.   Filing of imp documents
3.   Memorandum of Association
4.   Articles of Association
5.   Form 1
6.   Form 32/29
7.   Form 18
1.   Name clause
2.   Registered office clause
3.   Objects clause
4.   Liability clause
5.   Capital clause
6.   Subscription clause
1.   Internal Management
2.   Calls
3.   Directors
4.   Shares ( Transfer, transmission ,warrants
5.   Meetings – Board , General body
6.   Dividend
7.   Accounts & Audit
8.   Winding up
1.   Memorandum of Association
2.   Activity beyond the powers of the company
3.   Injunction
4.   Directors personally liable
5.   Right of property is secure
1.   Protection to outsiders
2.   Royal British Bank vs. Turquand
3.   Doctrine of constructive notice
1.   Knowledge of irregularity
2.   Knowledge of articles
3.   Negligence
4.   Forgery
5.   Non-existent authority of the company
1.   To be dated
2.   Matters to be stated
3.   Deemed prospectus
4.   Civil & criminal liability for mis-statement
1.   Share certificate
2.   Preference shares ( participating ,
     cumulative, non-cumulative, redeemable &
     irredeemable )
3.   Equity shares ( Premium & Discount )
4.   Bonus shares
5.   Right shares
6.   Buy back of securities
                  Sources




                               Money
Current profits   Reserves   provided by
                                Govt.
1.   Instrument of transfer
2.   Listed shares : 12 months
3.   Other cases : 2 months
4.   Transmission of shares by operation of law
5.   Death, insolvency, lunacy, court sale
6.   Transfer/Transmission is effective when
     finally registered in company’s register
                        Shareholder




 Company
verifies and                                  Executes
 enters in                                      deed
  register




          Sends the                     Signs &
         certificates                 hands over
          & deed to                        to
          company                     transferee
           Company




                     Board of
Shareholders
                     Directors




  General
                Board Meeting
 Meetings (
                 / Committee
AGM & other )
1.   Trustee
2.   Agent
3.   Managing partner
4.   Qualification shares
1.   unsound mind
2.   undischarged insolvent
3.   convicted – 6 months & 5 yrs not elapsed
4.   applied to be adjudged insolvent
5.   Not paid calls – overdue 6 months
6.   Disqualified by court
7.   Director of public company ( not filed
     annual accounts/annual return – 3yrs OR
     fail to repay deposits/interest – 1 year )
8.   Pvt may provide additional grounds.
1.   Number : Min 2 for Pvt, 3 for public
2.   Not considered in count : NCLT directors,
     nominee, sp (SICA ) & audit committee
     directors
3.   Appointment of MD ( Agreement, resolution
     or M&AoA )
4.   Max MD of public : 2
5.   First directors : Articles/General Meeting
6.   Subsequent Directors : General
     Meeting/AGM
             Types ( app
              by BOD )




Additional     Casual      Alternate
               App by
               others



Cent.                           Third
        NCLT        Prop Rep
Govt                           parties
1.   Fiduciary & Statutory Duties
2.   Liability for breach of fiduciary duty
3.   Personally liable for ultra vires acts,
     malafide acts, negligence & third parties
4.   Criminal liability ( eg deposits, prospectus)
                                Meetings




              Shareholders    Board/Committee
                                                        Others




Statutory   AGM         EGM        Class        Debenture        Creditors
1.   Notice
2.   Resolution
3.   Quorum
4.   Proxy
1.   By sale of undertaking
2.   By sale of shares
3.   In public interest
4.   Types : Horizontal, Vertical, conglomerate
5.   Amalgamation of banking companies
1.   Special resolution
2.   Default in holding statutory meeting
3.   Failure to commence business
4.   Reduction in membership
5.   Inability to pay debts

				
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posted:10/31/2011
language:English
pages:33