Corporate law

Presented by - Gulnaz Khan

Internal evaluation - 40 marks

1) 20 marks Class Participation , Attendance, regular test
2) 10 marks Class test after 9
th
lecture
3) 10 marks group presentation

Semester End Written Exam - 60 marks

Basic Instructions
1) Incorporation of Companies
2) Issue of capital
3) Issue of capital continue
4) Raising of loan
5) Raising of loan continue..
6) Company Management (Meeting and resolution )
7) Company Management (Records, Returns, Accounts, Auditors,
Investigation )
8) Company Management (Records, Returns, Accounts, Auditors,
Investigation ) continue..
9) Company Management (Directors, Managing Director )
10) Class Test
11) Presentation
12) Presentation
13) Presentation
Chapters of Corporate law


1) S.M SHAH COMPANY LAW

2) AVATAR SINGH COMPANY LAW

3) GUIDE TO ACT BY RAMAIAH

4) COMPANY LAW BY BULCHANDANI

5) Many more books available in library

References
Corporate law
Law:

law is a system of rules and guidelines which are enforced through social
institutions to govern behavior. Laws are made by governments,
specifically by their legislatures. The formation of laws themselves may
be influenced by a constitution and the rights encoded therein.

Corporate law:

I. "company" or "corporations
II. part of a broader companies law ( law of business associations)

Company law:

o 1882 first act in India, 1913 replaced, ICA 1956
o Accounts of companies, inter corporate loans, regulation act SEBI




1) Incorporation of Companies
1) Company
2) Features of a company
3) Procedure for Formation of a company
4) Procedure for changing the name of a company
5) Types of companies
6) Memorandum of association
7) Articles of association

1) Company

A company is defined as a voluntary
incorporated association which is artificial
person, created by law with limited liability
having a common seal and perpetual
succession.

2) Features of a company
1) Registration
2) Distinct Person(Separate legal entity)
3) Perpetual Succession
4) Artificial Person but not a citizen
5) Transferrable shares
6) Limited liability
7) Common seal
8) Separate property
3) Procedure for Formation of a company
1) Approval of Name
Asset and identity of company
Criteria for approval of name:
Name should not be identical or should not too nearly resemble the name
of another registered company
Should not to be Considered undesirable by central government (section
20(1))
Prevention and improper use act 1950, not violate .e.g. UNO, MAHATMA
GANDHI,PRIME MINISTER OF INDIA, NATIONAL FLAG etc.
2) Submission of memorandum of association
3) Submission of Articles of association
4) Power of attorney for correcting MOA & AOA
5) Statutory declaration of compliances
6) Filing fees
7) Certificate of incorporation
8) Certificate of commencement of business
Company organization
share holder
(real owners)
Decide major policies
Meet once in year AGM
More meeting if required
Minimum 2 & maximum 50 members (private company)
Minimum 7 & maximum unlimited (public company)

Board of director
Overall control over the company affairs
Meet minimum 4 times a year, more if required
Minimum 2 directors for private & 3 for public company
Maximum 12 directors. More with permission of central government

Managerial personnel
Managing director/ manager
Managing day to day matters subject
Difference between Company and Partnership Concern
Partnership Company
Registration: Registration of firm is not
compulsory.
Registration : registration of a company is
compulsory under Company Act 1956.
Membership : Minimum two persons
constitute a partnership .maximum
membership in case of partnership doing
banking business is ten persons and for other
business is twenty persons.
Membership : Minimum two and maximum
fifty constitute a Private Limited company
and For public Limited Company minimum
seven and maximum unlimited constitute its
requirement.
Legal Status: A firm has no separate legal
status.
Legal Status : A company has a separate legal
existence of its own.
Management: Management are in the hands
of the Partners.
Management: Management are in the Board
of Directors which is elected by Shareholders.
Existence: Partnership has no perpetual
existence.
Existence: Company has a perpetual
existence.
Liability: Partners of the firm are liable to
Unlimited extent in Partnership there is an
Unlimited Liability.
Liability: The Liability of the Shareholders is
generally limited.

Death: Death of the Partner may mean
dissolution of the Partnership.
Death: Death of the Shareholder does not
effect the existence of the company.

4) Procedure for changing the name of a
company
1) Board meeting for deciding the agenda for change in name
( LIC Ltd)

2) Seeking name availability for proposed new name from ROC
(with fees)

3) Approval of members in general meeting

4) Registration of Special Resolution with ROC through form-23
(Section-192)

5) Filing of form-1B with ROC u/s 21
Types of Company
Royal charter
or charted
company
Statutory
company
Registered
company
Company LTD
by shares
Private
company
Public
company
Company LTD
by guarantee
Unlimited
company
5) Types of companies
1) Royal Charter or Chartered Companies
Example east India company
2) Statutory Companies
Provide public services
Example gas, water, electricity etc.
3) Registered Companies

Registered Companies
1) Companies Limited by Shares
Limited liability, share capital, share
Two types:
i. Private limited company
ii. Public limited company

2) Companies Limited by Guarantee
Dont have share capital
Member pay sum fixed amount (winding up)
Called guarantee

3) Unlimited Companies
Unlimited liability
Example ordinary partnership firm
Companies Limited by Shares
1) Private limited company:-
Minimum 2 maximum 50 members
Minimum 2 directors
Restrictions on transferability of shares
Not issue prospectus
Not invite public for share capital
Many procedural activity

2) Public limited company:-
Minimum 7 maximum unlimited members
Minimum 3 directors
Issue prospectus
Invite public for share capital
Listed company follow SEBI



6) Memorandum of association
Constitution of company
Benefit of creditors shareholder

A. Clauses of Memorandum of association
1. Name clause
2. Registered office clause
3. Object clause (trading and non-trading company)
4. Liability clause
5. Capital clause
6. Subscription clause (details about members like name and address)

B. Alteration of Memorandum of association
1. Change in Name clause
2. Change in Registered office clause
Change within same city (section 146, form no 18)
Change within same state (section 146, form no 23)
Change to another state (section 17(1)with reason with permission of CLB that
is company law board)
3. Object clause (section 17(1))
4. Liability clause (section 32(3)), (does not arises)
5. Capital clause ( if AOA changes, with special resolution in general meeting

7) Articles of association
A. Meaning:
Rules regarding internal management
Authorities and responsibilities of members, directors, manager etc.

B. Alteration of Articles of association
AOA can not to be against of MOA
Must be bona fide for the benefit of company
Company cant not justify breach of contract by AOA.
AOA cant change private company to public company.
Cant include anything which is illegal or oppose to public policy.



Thank you ..