Companies Act Part 2

WELCOME TO INDIAN COMPANIES ACT PART II Companies Act Part II

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PROCEDURE FOR INCORPORATION OF A COMPANY For a company to be incorporated, it must be registered with the “Registrar Of Companies” (ROC). After the company is registered, it receives a “Certificate Of Incorporation” after which the company becomes a legal entity. Companies Act Part II

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Registration of the Documents to be filed with ROC 2. The Memorandum of Association 3. The Articles Of Association 4. An agreement, if any, which the company proposes to enter into with any individual for appointment as its managing director or whole-time director or manager. 5. *A statutory declaration in Form 1 that the requirements of the Companies Act have been complied with in respect of the registration of the company and matters precedent and incidental thereto.

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[by a practising Advocate, of a High Court or a company secretary or Chartered Accountant in whole-time practice OR Companies Act Part II

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Additional Documents (In case of a Public Company)

• Written consent of directors in Form 29 to agree to act as directors • The complete address of the registered office of the company in Form 18 • Details of the directors, managing director and manager the company in Form 32. Companies Act Part II

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Memorandum of Association It is the basic document which contains 3. The objectives of the company. 4. The business activity (ies) the company is authorised to undertake. 5. Location of the Registered Office. 6. Capital structure of the Company.

Companies Act Part II

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The Articles of Association Contains: 3. The rules and regulations for the internal administration of the company. 4. It includes bye laws relating to the management of the company.

Companies Act Part II

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Certificate of Incorporation Issued by the Registrar of Companies under his seal and signature after the afore mentioned documents are submitted to him and the same were scrutinized by the RoC.

Companies Act Part II

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Notice of Registered Office After obtaining the Certificate of Incorporation, the Company Secretary must send the notice of registered address of the company, if it was not sent earlier, within 30 days of registration. Companies Act Part II

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Commercial Operations 1.A “Private Company” is eligible to transact business, on obtaining the incorporation certificate, The private company is now incorporated. 2.A “Public Company”, however cannot transact business unless it obtains a ‘trading certificate‘ (also known as “Certificate of Commencement of Business”) Companies Act Part II

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Management of a Company A company being a body corporate is managed and run by a Board The Board is comprised of Directors Directors are appointed under the mandate of the members or share holders Companies Act Part II

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Definition of "member" According to Section 41 of the Act, (1)The subscribers of the memorandum of a company shall be deemed to have agreed to become members of a company, and on its registration, shall be entered as members in its register of members. 2) Every other person who agrees in writing to become a member of a company and whose name is entered in its register of members, shall be a member of the company. 3) Every person holding equity share capital of a company and whose name is entered as beneficial owner in the records of the depository shall be deemed to be a member of Companies Act Part II

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Minimum number of Directors (Sec. 252) 1 Every public company shall have at least three directors: 2.A public company having,(a) a paid-up capital of five crore rupees or more; (b) one thousand or more small shareholders, may have a director elected by such Companies Act Part II

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Minimum number of Directors 3. Every [other] company shall have at least two directors. [Explanation.-For the purpose of this sub-section "small shareholder" means a shareholder holding shares of nominal value of twenty thousand rupees or less in a public company] Companies Act Part II

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THE “BOARD” The directors of a company collectively are referred to as the "Board of directors" or "Board".   Only individuals to be directors • Section 253 lays that no body corporate, association or firm shall be appointed director of a company, and only an individual shall be so appointed. Companies Act Part II

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Appointment of Directors Proportion of those who are to retire by rotation Unless all Directors to retire, as provided for in the Articles of Association, at least two thirds of the total number directors of a public company shall be appointed in the Annual General Companies Act Part II

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Nominated Directors Where the Articles of the Company so authorize A financial Institution which has advanced huge loans to a company, may induct a DIRECTOR on the board of the Company. Such Directors are referred to as Companies Act Part II

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Management The affairs of a company are managed by the Board of Directors. It is customary that a Managing Director is appointed to head the management of a company. Necessary Administrative and Financial Companies Act Part II

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Managing Director A person entrusted with any powers of the Management (Section 226) Exercises some or all powers and functions of the Directors in managing the company, as delegated by virtue of an agreement, resolution or other documents, Companies Act Part II

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How a MD is appointed? 1. By an agreement with the company 2. By the Resolution of Board of Directors 3. By the Resolution passed by the company 4. at the Annual General Meeting 5. By the Memorandum of Association 6. By the Articles of Association Companies Act Part II

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Day to day Management The Board of Directors or with the approval of the Board, the Managing Director or any other Director, can be vested with the powers to appoint such Officers and employees as necessary for the functions, business and activities of the company, Companies Act Part II

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End of Part II

THANK YOU! Companies Act Part II

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