Overview of Company Law in Bon Secours Arts & Science College for Women
C
O
M
P
A
N
Y
L
A
W
BON
SECOURS ARTS & SCIENCE COLLEGE FOR WOMEN
MANNARGUDI
B
y
S
U
B
A
.
C
M
.
C
o
m
,
M
.
P
h
i
l
l
,
B
.
E
d
,
.
A
s
s
t
.
P
r
o
f
e
s
s
o
r
B
O
N
S
E
C
O
U
R
S
A
R
T
S
&
S
C
I
E
N
C
E
C
O
L
L
E
G
E
F
O
R
W
O
M
E
N
M
A
N
N
A
R
G
U
D
I
C
o
n
t
e
n
t
•
Introduction
•
Nature of
Company
•
Kinds of
Companies
•
Formation of
Company
•
Memorandum of
Association
•
Articles of
Association
•
Prospectus
Introduction
THE TERM COMPANY IS AN AMALGAMATION OF TWO
LATIN WORDS “COM”(WITH OR TOGETHER) AND
“PAINS”(BREAD). IT ORIGINALLY REFERRED TO AN
ASSOCIATION OF PERSONS WHO TOOK THEIR MEALS
TOGETHER. IN LEGAL SENSE, A COMPANY IS AN
ASSOCIATED OF BOTH NATURAL AND ARTIFICIAL
PERSONS INCORPORATED UNDER THE EXISTING LAW
OF A COUNTRY.
N
A
T
U
R
E
O
F
C
O
M
P
A
N
Y
WHAT
IS
COMPANY
?
A company is an
artificial
person created by
law.
A company means a group of persons associated together for
the
attainment of a common end, social or
economic.
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”.
„Existing
Company‟
means a company formed and registered
under
any
of
the earlier Company
Laws.
C
H
A
R
A
C
T
E
R
I
S
T
I
C
S
O
F
A
C
O
M
P
A
N
Y
Separate legal
entity
Limited
liability
Perpetual
succession
Common
seal
Transferability
of
shares
Separate
property
K
I
N
D
S
O
F
C
O
M
P
A
N
I
E
S
Companies
Incorporated
Chartered
Co
m
p
a
n
i
es
Statutory
Co
m
p
a
n
i
es
Registered
Co
m
p
a
n
i
es
L
i
a
bili
t
y
L
i
m
i
ted
Unlimited
Number
of
Member
P
r
i
v
ate
P
u
bli
c
Con
t
rol
Ho
l
d
i
ng
S
u
b
s
i
d
i
ary
O
w
n
e
r
s
h
i
p
Government
Non-
Government
FORMATION
OF
COMPANY
What do you mean by Formation of a
Company?
A company comes into existence when a group of people come together
with
a
view
of forming an association to exploit
the
business opportunities by bringing
together ; men ,material, money and
management.
STAGES
OF
FORMATION
OF
A
COMPANY
•
Promotion
Stage
•
Selection
of
Name
•
Incorporation
(Registration
Stage).
•
Raising
the
Share
Capital
Stage.
1. PROMOTION
STAGE
INCLUDES
Discovery
of
Business
opportunities.
Detailed
Investigation.
Assembling
necessary
requirements.
Financing
of
proposition
2 . SELECTING
COMPANY
NAME
To
be
identified
for
legal
and
business
purpose
(i.e.
“Ltd”
or
“Pvt
Ltd”
).
The
name
should
not
be
similar
to
the
existing.
3.
RAISING OF SHARE
CAPITAL
Entering
onto
an
agreement
with
underwriters.
Applying
to
the
stock
exchange
for
listing
of
shares.
Issue
of
prospectus
inviting
public
to
subscribe.
Allotting
shares.
4. INCO
R
POR
A
TION
S
T
AGE
A
company
is
said
to
be
incorporated
when
it
fulfill
the
formalities
of
registration
and
obtain
“CERTIFICATE
OF
INCORPORATION”
by
submitting
the
MoA,
AoA
and
written
consent
of
all
the
directors.
A
public
to
commence
business,
should
raise
the
required
capital
and
obtain
the
“CERTIFICATE
OF
COMMENCEMENT
OF
BUSINESS”.
MEMORANDUM
OF
ASSOCIATION
The
MoA
is
a
document
which
contains
the
Fundamental
Rules
regarding
the
constitution
and
activities
of
the
company.
It
is
the
charter
of
the
company
defines
its
raison
d’etre
(
reason
for
xistence).
It
lays
down
the
area
of
operation
of
the
company.
It
also
regulates
the
External
Affairs
of
the
company.
CONTENTS
OF
MoA : Sec
13
THE NAMECLAUSE
THE REGISTER OFFICE CLAUSE
THE OBJECT CLAUSE
THE CAPITAL CLAUSE
THE
LIABILITY
CLAUSE.
THE
ASSOCIATION
CLAUSE.
NOTE
:
The
MoA
must
be
signed
by
at
least
seven
subscribers
in
the
case
of
Public
Company
and
two
in
the
case
of
Private
company.
ARTICLES
OF
ASSOCIATION
The
AoA
contains
regulations
regarding
all
matter
concerning
the
internal
affairs
of
the
company.
AoA
should
be
printed,
divided
into
paragraphs
and
serially
numbered.
Alteration
of
AoA
is
done
by
passing
a
special
resolution.
CONTENTS OF
AOA
:
Division
of
share
Procedure
of
holding
and
conducting
the
meetings.
Voting
rights
of
members
and
rules regarding
methods
of
Voting.
Matters relating
to
appointment,
powers
duties,
qualification
and
remuneration
of
directors.
Methods
to
increase
or
decrease
capital.
Rules
regarding
common
seal
of
the
company.
Co
n
tinu
e
….
Terms
of
appointment
,remuneration,
delegation
of
authority.
Rules
relating
to
issue
of
share
capital.
Declaration
of
dividend
and
rules regarding
its
payment.
Rules
relating
to
accounts,
audit
charging
of
depreciation
and
creation
of
reserves
etc.
Methods
of
securing
loans.
Procedure
of
winding
up
of
a
company.
PROSPECTUS
Prospectus
means
any
document
described
or
issued
as
a
prospectus
inviting
deposits
from
public
or
inviting
offer
from
public
for
the
subscription
or
purchase
of
any
shares
,
or
debentures
of
the
company.
“CERTIFICATE
OF
LIEU
OF
PROSPECTUS”
is
issued
by
a
public
company, where
the
company doesn’t
invite
public
subscription.
CONTENT OF
PROSPECTUS:
Date
of
issue
of
prospectus.
Name
and
register
office
of
the
company.
Consent
of
Central
Govt.
for
the
present
issue/compliance
with
the
with
the
SEBI
guidelines.
Voting
rights
,dividend
,expenses
on
issue
etc.
Name
of
the
stock
exchange.
Punishment
for
fictitious
application.
Refund
of
issue
if
90%
min.
subscription
not
received.
Names
and
addresses
of
leading
managers.
Co
n
tinu
e
….
Issue
of
allotment letter
or
refund
within
10
weeks
with
interest.
Date
of
opening
and
closing
of
issues.
Credit
rating
from
CRISIL
(CREDIT
RATING
INFORMATION
SERVICES
OF
INDIA
LIMITED)
Terms
of
Underwriting
&
Risk
Factors.
Capital
Structure
of
the
company
Terms
and
particulars
of
the
issue.
Restriction
on
transfer
and
transmission
of
shares..
THANK
YOU
The content provides an introduction to company law, exploring the nature of a company, its formation, characteristics, kinds of companies, and stages of company formation. It discusses the legal definition of a company, its structure, and key aspects such as separate legal entity, liability, and perpetual succession. Additionally, it covers different types of companies based on membership, liability, control, and ownership. The stages of company formation, from promotion to raising share capital, are outlined to understand how companies come into existence.
Download Presentation
Please find below an Image/Link to download the presentation.
The content on the website is provided AS IS for your information and personal use only. It may not be sold, licensed, or shared on other websites without obtaining consent from the author. Download presentation by click this link. If you encounter any issues during the download, it is possible that the publisher has removed the file from their server.
E N D
Presentation Transcript
BON SECOURS ARTS & SCIENCE COLLEGE FOR WOMEN MANNARGUDI COMPANY LAW By SUBA.C M.Com,M.Phill,B.Ed,. Asst.Professor BON SECOURS ARTS & SCIENCE COLLEGE FOR WOMEN MANNARGUDI
Content Introduction Nature of Company Kinds of Companies Formation of Company Memorandum ofAssociation Articles ofAssociation Prospectus
Introduction THE TERM COMPANY IS AN AMALGAMATION OF TWO LATIN WORDS COM (WITH OR TOGETHER) AND PAINS (BREAD). IT ORIGINALLY REFERRED TO AN ASSOCIATION OF PERSONS WHO TOOK THEIR MEALS TOGETHER. IN LEGAL SENSE, A COMPANY IS AN ASSOCIATED OF BOTH NATURAL AND ARTIFICIAL PERSONS INCORPORATED UNDER THE EXISTING LAW OF A COUNTRY.
NATURE OF COMPANY WHAT IS COMPANY? A company is an artificial person created bylaw. A company means a group of persons associated together forthe attainment of a common end, social oreconomic. Section 3(1)(i) of the Companies Act, 1956 defines a company as: a company formed and registered under this Act or an existingCompany . Existing Company means a company formed and registered under any of the earlier Company Laws.
CHARACTERISTICS OF ACOMPANY Separate legal entity Limited liability Perpetual succession Common seal Transferability of shares Separate property
KINDS OF COMPANIES Companies Numberof Member Incorporated Liability Control Ownership Chartered Companies Registered Companies Non- Limited Unlimited Private Public Holding Subsidiary Government Government Statutory Companies
FORMATION OF COMPANY What do you mean by Formation of a Company? A company comes into existence when a group of people come together with a view of forming an association to exploit the business opportunities by bringing together ; men ,material, money andmanagement.
STAGES OF FORMATION OF A COMPANY Promotion Stage Selection of Name Incorporation (RegistrationStage). Raising the Share Capital Stage.
1. PROMOTION STAGE INCLUDES Discovery of Businessopportunities. Detailed Investigation. Assembling necessaryrequirements. Financing of proposition
2 . SELECTING COMPANY NAME To be identified for legal and business purpose (i.e. Ltd or Pvt Ltd ). Thename should not be similar to theexisting. 3. RAISING OF SHARE CAPITAL Entering onto an agreement with underwriters. Applying to the stock exchange for listingof shares. Issue of prospectus inviting public tosubscribe. Allotting shares.
4. INCORPORATION STAGE A companyis saidto beincorporated when it fulfill the formalities of registration and obtain CERTIFICATE OF INCORPORATION by submitting the MoA, AoA and written consent of all thedirectors. A public to commence business, should raisethe required capital and obtainthe CERTIFICATE OF COMMENCEMENT OFBUSINESS .
MEMORANDUM OF ASSOCIATION The MoA is a document which contains the Fundamental Rules regarding the constitution and activities of the company. It is the charter of the companydefinesits raisond etre ( reasonfor xistence). It lays down the area of operation of thecompany. It also regulates the External Affairs ofthe company.
CONTENTS OF MoA : Sec 13 THE NAMECLAUSE THE REGISTER OFFICE CLAUSE THE OBJECT CLAUSE THE CAPITAL CLAUSE THE LIABILITY CLAUSE. THE ASSOCIATION CLAUSE. NOTE : The MoA must be signed by at least seven subscribers in the case of Public Company and two in the case of Private company.
ARTICLES OF ASSOCIATION The AoA contains regulations regarding all matter concerning theinternal affairs of thecompany. AoA should be printed, divided into paragraphs and serially numbered. Alteration of AoA is done by passing a special resolution.
CONTENTS OFAOA: Division ofshare Procedure of holding and conducting themeetings. Voting rights of members and rules regarding methods ofVoting. Matters relating to appointment, powers duties, qualification and remuneration of directors. Methods to increase or decreasecapital. Rules regarding common seal of the company.
Continue . Terms of appointment ,remuneration, delegation ofauthority. Rules relating to issue of sharecapital. Declaration of dividend and rules regarding itspayment. Rules relating to accounts, audit charging of depreciation and creationof reservesetc. Methods of securingloans. Procedure of winding up of acompany.
PROSPECTUS Prospectus means any document described or issued as a prospectus inviting deposits from public or inviting offer from public for the subscription or purchase of any shares , or debentures of the company. CERTIFICATE OF LIEU OF PROSPECTUS is issued by a public company, where the company doesn t invite public subscription.
CONTENT OF PROSPECTUS: Date of issue of prospectus. Name and register office of thecompany. Consent of Central Govt. for the present issue/compliance with the withthe SEBI guidelines. Voting rights ,dividend ,expenses on issueetc. Name of the stockexchange. Punishment for fictitious application. Refund of issue if 90% min. subscription notreceived. Names and addresses of leading managers.
Continue . Issue of allotment letter or refund within 10 weeks withinterest. Date of opening and closing ofissues. Credit rating from CRISIL(CREDIT RATING INFORMATIONSERVICES OF INDIA LIMITED) Terms of Underwriting & Risk Factors. Capital Structure of thecompany Terms and particulars of theissue. Restriction on transfer and transmission ofshares..
