Company

Features of Company Separate legal entity Limited liability Perpetual succession Common seal Transferability Separate property Capacity to sue

Kinds of Company Statutory companies Registered companies Limited companies Limited by guarantee Unlimited companies Private limited Public limited Holding company

Kinds of Company Subsidiary company Government Foreign company

Formation of Company Steps for incorporation Memorandum of association Articles of association The agreement if any proposing an individual as Managing director A list of directors who agreed to be the first directors Declaration

Formation of Company Steps for commencement of business Prospectus or a statement in lieu of prospectus Minimum subscription Directors have paid application and allotment money Situation of registered office Final declaration

Advantages of Company Limited liability Capital Public confidence Perpetual existence Economies of large scale Democratic principles Ensures liquidity Benefits to the society

Memorandum of Association Name clause Registered clause Object clause Capital clause Liability clause

Articles of Association Share capital Lien on shares Call on shares Transfer of shares Transmission of shares Forfeiture of shares Conversion of shares into stock Share warrants

Articles of Association Alteration of capital General meetings Voting rights Directors Dividends and reserves Borrowing powers Capitalization of profits Winding up

Prospectus Contents Part I of Schedule II General information – Name & address, Stock exchanges for listing, punishment for fictitious application, Min subscription, refund, opening & closing dates, auditors & lead managers, trustees, CRISIL rating, underwriting Capital structure

Prospectus Terms of the issue Particulars of the issue Company Management Risk factors Part II of Schedule II General information – Consent of directors, experts opinion, change of directors, resolution for issue, names & address of key personnel

Prospectus Financial information Report by Chartered Accountant Statutory information, issue expenses, issue other than for cash, revaluation of assets if any Reasonable time and place for inspection of key documents Statement by experts Disclosure by SEBI

Winding of Company Modes of winding up Compulsory Voluntary winding up – Members, Creditors Subject to supervision of court

Winding of Company Compulsory Special resolution Default in delivering the statutory report or holding the SM Failure to commence or suspends business Reduction in membership Inability to pay its debts – demand for payment, Decreed debt unsatisfied, Commercial insolvency

Winding of Company Compulsory Just & equitable – Substratum of company is gone, object of the company failed Business can be carried on only for losses Assets are insufficient to meet its existing liabilities Oppression of minority interest Dead lock in management Public interest prejudiced Illegal business

Petition for Winding of Company By company By creditors By contributors By all the parties together By registrar By central govt

Consequences of Winding up order Intimation to Registrar Copy of the order to be filed to the registrar Suits stayed Powers of the court Effect of winding up order

Voluntary Winding up By ordinary resolution By special resolution

Member’s Voluntary Winding up Declaration of solvency Appointment of liquidator Board powers to cease on appointment of liquidator Power to fill vacancy Notice of appointment of liquidator to registrar Call creditors meeting in case of insolvency Call general meeting at the end of each year Final meeting and dissolution

Creditor’s Voluntary Winding up Meeting of creditors Notice of the resolution Appointment of liquidator Committee of inspection Liquidator’s remuneration Board power ceases on appointment Power to fill vacancy Call for meeting Final meeting and dissolution

Consequences of Winding up Share holders Creditors – secured and unsecured, preferential payments Officers and employees Proceedings against the company Consequences as to costs