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Types of Companies
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On the basis of Incorporation:
(i) Statutory Companies (ii) Registered Companies (II) On the basis of Liability: (i) Limited liability companies - limited by share - limited by guarantee (ii) Unlimilited liability companies
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(III) On the basis of Number of members:
(i) Public Companies (ii) Private Companies (IV) On the basis of Ownership: (i) Government companies (ii) Non-government companies (V) On the basis of Control: (i) Holding company (ii) Subsidiary company
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(VI) Others: 1. Foreign company 2. Associate companies 3. One person company 4. Small company 5. Dormant company
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and which by its articles,—
Private Company “private company” means a company having a minimum paid-up share capital of one lakh rupees or such higher paid-up share capital as may be prescribed, and which by its articles,— (i) restricts the right to transfer its shares; (ii) except in case of One Person Company, limits the number of its members to two hundred: (iii) prohibits any invitation to the public to subscribe for any securities of the company;
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Conversion of a private company into a public company ???
Features: 1. Must necessarily have its own Articles of Association. 2. Should have at least two directors. 3. The word 'Private Limited' must be added at the end of its name. Conversion of a private company into a public company ???
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Conversion of a public company into a private company ???
means a company which— (a) is not a private company; (b) has a minimum paid-up share capital of five lakh rupees or such higher paid-up capital, as may be prescribed: Provided that a company which is a subsidiary of a company, not being a private company, shall be deemed to be public company for the purposes of this Act even where such subsidiary company continues to be a private company in its articles ; Conversion of a public company into a private company ???
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Holding & Subsidiary Company
Holding company: “ a company is known as holding company of another company if it has control over that other company Subsidiary company: A company is deemed to be a subsidiary of another company in the following 3 cases- (i) company controlling composition of BoD (ii) Holding of majority shares (iii) subsidiary of another subsidiary
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Government Company “Government company” means any company in which not less than 51% of the paid-up share capital is held (i) by the Central Government, or by any (ii) State Government or Governments, or (iii) partly by the Central Government and partly by one or more State Governments, and includes a company which is a subsidiary company of such a Government company.
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Foreign Company Any company incorporated outside India which has an established place of business in India or through an agent physically or electronic mode.
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Associate company A company is considered to be an associate company of the other, if the other company has significant influence over such company (not being a subsidiary) or is a joint venture company. Significant influence means control of at least 20 %of total share capital of a company or of business decisions under an agreement
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One person company (OPC) NOTE : A single person is entitled to incorporate maximum of 5 OPCs
A company in which one man holds practically the whole of the share capital of the company. Features: Dummy members are usually nominees Can only be incorporated as a private limited company Can have only one member May have only 1 director though more are allowed Words One person company to be added with the company’s name AGM not mandatory but if directors are more than 1, it should be held
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Small company ‘‘Small company’’ means a company, other than a public company, - (i) paid-up share capital of which does not exceed 50 lakh rupees or such higher amount as may be prescribed which shall not be more than 5 crore rupees; or (ii) turnover of which as per its last profit and loss account does not exceed 2 crore rupees or such higher amount as may be prescribed which shall not be more than 20 crore rupees: Provided that it shall not apply to: holding/subsidiary co. A company regd. Under Sec 8 (associations not for profit) A co. governed by any special act
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Dormant Company Companies which are not carrying on any significant accounting transaction for a period of 2 years can apply to RoC for getting declared as ‘dormant’ OR annual returns not filed for 2 financial years consecutively
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Association Not for profit
Section 8 Company – Companies with Charitable Objects A non-profit organisation can be registered as Trust or as a Society or as a private limited non profit company under Section 8 Company under the Companies Act 2013. A Section 8 Company is the same as the popular Section 25 company under the old Companies Act, 1956 A Section 8 company can be established for promotion of commerce, art, science, sports, education, research, social welfare, religion, charity, protection of environment etc.
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Section 8 company may be limited or private limited both .
One Person Company cannot be a Sec 8 Company The requirement of having minimum paid up share capital shall not apply . A company registered u/s 8 may have any number of Directors
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Public vs. Private company
Public company Private company Minimum capital : 5 lakhs Minimum members : 7 Maximum number of members : no restriction Number of Directors : 3 (Min.) and 15 (Max.) 5. Restriction on appointment of directors : Registrar’s consent reqd. 1. Minimum capital : 1 lakh 2. Minimum members : 2 3. Maximum number of members : Number of Directors : 2 (Min.) and 15 (Max.) OPC : 1 5. Restriction on appointment of directors : Registrar’s consent not reqd.
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Public company Private company
NOTE : Number of directors can exceed 15 by passing a special resolution but with atleast 1 woman director Public company Private company No restriction on invitation to subscribe for shares Transferability of shares/debentures : Free Quorum : (i) 5, if the members are not more than 1000 (ii) 15, if more than 1000 < 5000 (iii) 30, if exceeds 5000 6. Restriction on invitation to subscribe for shares Transferability of shares/debentures : restricted by Article Quorum : 2
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