There is nothing in the Act requiring that the subscribers to the Memorandum should be independent for unconnected, or that they or any of them should take a substantial interest in the undertaking, or that they should have a mind or will of their own, or that there should be anything like a balance of power in the constitution of the company. It was held that the insurance company was not liable to compensate as Macaura had no insurable interest in the property which belonged to the company only. Calcutta Stock Exchange Association Ltd. Method of Voting: Resolutions are to be voted upon, in the first instance, by show of hands. Essentially the regime for small companies should enable them to achieve transparency at a low cost through simplified requirements. There are following Others forms of companies as per their activity: Nidhi Company, Producer Company, Non-Banking Finance Company etc. Contract by One Person Company Section 193 1 provides that where One Person Company limited by shares or by guarantee enters into a contract with the sole member of the company who is also the director of the company, the company shall, unless the contract is in writing, ensure that the terms of the contract or offer are recorded in a memorandum or are recorded in the minutes of the first meeting of the Board of Directors of the company held next after entering into contract.
As per section 58 2 , the securities or other interest of any member in a public company shall be freelytransferable. This structure is suitable for most trading businesses and can be a pr … ivate company or a public company. The incorporation of a company in the public, as distinguished from the private, realm leads to specific consequences and the imposition of obligations envisaged in law. Thus, the maximum liability of the member of such a company, in the event of its being wound up, might stretch up to the full extent of their assets to meet the obligations of the company by contributing to its assets. An overview of Companies Act 1956 Companies Act 1956 explains about the whole procedure of the how to form a company, its fees procedure, name, constitution, its members, and the motive behind the company, its share capital, about its general board meetings, management and administration of the company including an important part which is the directors as they are the decision makers and they take all the important decisions for the company their main responsibility and liabilities about the company matter the most. If the meeting is a statutory or annual general meeting, notice must describe it as such. If any inspection is refused or copy not furnished within the time specified, every officer in default shall be punishable with fine up to Rs.
We especially make brief explanation as follows let you know how to register a Hong Kong Company more quickly and conveniently ï¼ 1. A shareholder, if qualified as a chartered accountant, can be the auditor of the same company. The pages of the minute books must be consecutively numbered and the minutes must be recorded therein within 30 days of the meeting. The resolution passed at the general meeting must specify the total amount upto which moneys may be borrowed by the Board of directors in any financial year. If, however no director is willing to act as chairman or if no director is present within 15 minutes after the appointed time of the meeting, the members present should choose one among themselves to be chairman of the meeting. Dissolution Dissolution of a meeting means termination of a meeting. The articles regulate the internal management of the company.
Entering the minutes in a bound minute book by a chemical process, which does not amount to attachment to any book by pasting or otherwise is permissible provided on the mechanical impression of the minutes, the original signatures of the Chairman are given on each page. Once the motion is passed, it becomes a resolution. In the case there is any difficulty in holding any annual general meeting except the first annual meeting , the Registrar may, for any special reasons shown, grant an extension of time for holding the meeting by a period not exceeding 3 months provided the application for the purpose is made before the due date of the annual general meeting. Particulars as regards cash in the Statutory Report are to be certified as correct by the auditors of the company. A company limited by guarantee, most often used by non-trading organisations, for example, sporting clubs. Amendment Amendment means any modification to a motion before it is put to vote for adoption. A member may appoint another person to attend and vote at a meeting on his behalf.
A poll on a resolution for adjournment or for the appointment of a Chairman is to be taken immediately. Such companies are called statutory companies, Instances of statutory companies in India are Reserve Bank of India, the Life Insurance Corporation of India, the Food Corporation of India etc. Prohibits any invitation to the public to subscribe for any shares in, or debentures of, the company,d. He was killed in a flying accident. Company Limited by Shares In this kind of the company, the liability of the members is strictly limited to the extent of nominal value of shares held by each of them. If a member has partly paid the shares, he can be forced to pay the remaining amount during the existence of the company as well as during the winding up. Statutory Meeting : Every public company limited by shares—and every company limited by guarantee and having a share capital—must, within a period of not less than one month and not more than six months from the date at which the company is entitled to commence business, hold a general meeting of the members which is to be called the Statutory Meeting.
Section 455 3 provides that the Registrar shall maintain a register of dormant companies in such form as may be prescribed. The area is required no less than 200 m2 and for manufacturing use only. Such companies may or may not have share capital. A One person company shall have a minimum of one director. The principle of separate legal entity of the company was judicially recognized by the House of Lords in 1867 in the case of Oakes v.
Section 299 of the Act requires every director of a company to make disclosure, at the Board meeting, of the nature of his concern or interest in a contract or arrangement present or proposed entered by or on behalf of the company. A meeting so called and conducted shall be deemed to be a meeting of the company duly called and conducted. As per proviso to Section 14 1 , if a company being a private company alters its articles in such a manner that they no longer include the restrictions and limitations which are required to be included in the articles of a private company under this Act, such company shall, as from the date of such alteration, cease to be a private company. According to Section 591 a foreign company is one incorporated outside India : a Which established a place of business within India after the commencement of this Act or b Which had a place of business within India before the commencement of this Act and continues to have the same at the commencement of this Act. On the other hand, in sole proprietorships, the liability is not restricted and extends to the individual and his or her entire assets.
A private Limited company can be formed in three variations. All other resolutions are passed and the meeting is adjourned to a later date for discussing the final accounts of the company. A motion, on being passed as a resolution becomes a decision. But if a proxy form is sent at the request of a member, the officer shall not be liable. Penalty: Every person at fault may be fined upto Rs. The Annual General Meeting may be called with a shorter notice if it is agreed to by all the members entitled to vote in the meeting.
The Act is 658 sections long. In India, this company law is represented by the New Companies Act, 2013, detailed information about this being offered in the section below. Section 3 1 c lays down that a company may be formed for any lawful purpose by one person, where the company to be formed is to be One Person Company that is to say, a private company. Expenditure for obtaining licence to operate telecommunication services - of the Income Tax, 1961 provides where, in a scheme of demerger, the demerged company sells or otherwise transfers the licence to the resulting company being an Indian company ,- i the provisions of sub-sections 2 , 3 and 4 of shall not apply in the case of the demerged company; and ii the provisions of this section shall, as far as may be, apply to the resulting company as they would have applied to the demerged company if the latter had not transferred the licence 5. Postponement Postponement of a meeting means defering the holding of the meeting itself at a later date. The Companies Act, 1956 has been amended from time to time in response to the changing business environment.