1. Company

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

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

4. Kinds of Company
Subsidiary company
Government
Foreign company

5. 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

6. 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

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

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

9. 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

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

11. 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

12. 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

13. 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

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

15. 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

16. 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

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

18. 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

19. Voluntary Winding up
By ordinary resolution
By special resolution

20. 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

21. 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

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