| Types of Companies |
- Three Types of companies
- Private Company
- Public Company
- One person Company, which shall also be private company
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- Two Types of companies
- Private Company
- Public Company
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| Name Guidelines |
Name Guidelines provides for some factors which are to be considered before approving the name. Some of them are given below:
- The name shall be considered as undesirable where it includes or implies association or connection with or patronage of a national hero or any person held in high esteem or important personages who occupied or are occupying important positions in Government. (Rule no 8(2) )
- Now if any company has changed its activities which are not reflected in its name, it shall change its name in line with its activities within a period of 6 months from the change of activities after complying with all the provisions as applicable to change of name. (Rule no 8(3))
- Now in case the key word used in the name proposed is the name of a person other than the name(s) of the promoters or their close blood relatives, No objection from such other person(s) shall be attached with the application for name. In case the name includes the name of relatives, the proof of relation shall be attached and it shall be mandatory to furnish the significance and proof thereof for use of coined words made out of the name of the promoters or their relatives. (Rule no 8(4))
- The applicant shall declare in affirmative or negative ( to affirm or deny ) whether they are using or have been using in the last 5 years , the name applied for incorporation of company or LLP in any other business constitution like Sole proprietor or Partnership or any other incorporated or unincorporated entity and if, yes details thereof and NOC from other partners and associates for use of such name by the proposed Company or LLP as the case may be and also a declaration as to whether such other business shall be taken over by the proposed company or LLP or not . (Rule no 8(5))
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No such guidelines exist in this Act. |
| Validity of Approved |
Name approved shall remain valid for 60 days |
Name approved shall remain valid for 60 days and thereafter can be further extended for another 30 days. |
| Incorporation |
- Affidavit from promoters and directors is required
- Information required of subscribers and directors has been increased
- An address for correspondence until registered office is established shall be provided
- Any person who deliberately furnishes any false or incorrect particulars of any information or suppresses any material information in any document filed at the time of registration of a company will now be responsible for fraud under Section 447 and will be subject to stringent punishment.
- While witnessing the signatures of the subscribers to the Memorandum, the witness shall also certify that he has verified the ID of the subscribers for the identification and has also satisfied himself about their particulars. (Rule no 13 (1))
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- No affidavit was required to be submitted by the subscribers and/or directors.
- Registered office address has to be filed
- No such provision in this Act.
- Verification of ID of subscribers is not required from the witness
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| Object Clause in Memorandum |
No requirement for bifurcation of the object clause into main ancillary and other objects. Only object clause along with matters considered necessary for its furtherance shall be mentioned. |
Object Clause of Memorandum is required to be bifurcated as follows:
- Main objects and objects incidental or ancillary to the main objects
- Other objects
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| Entrenchment provisions in Articles |
Articles of Association of the Company may contain provision with respect to entrenchment whereby the specified provisions of the Articles can be alerted only if the more restrictive conditions or procedures as compared to those applicable in case of Special Resolution have been met with. Such provision for entrenchment in the Articles shall be made either at the time of formation or by way of amendment in Articles to be agreed by all the members in case of Private Company or by Special Resolution in case of Public Company. |
No such provision in this Act. |
| Section 8 Company |
- Activities like Sports, Education, Research, Protection of environment and Social welfare have been specifically added in the ambit of the objects, for which an Association not for profit can be formed.
- Company with the charitable objects can only amalgamate with the Company registered under same section and having similar objects.
- Where it is proved that the affairs of the Company registered under this section were conducted fraudulently, every officer in default shall be liable for action under section 447 and will be subject to stringent punishment.
- Now the Memorandum and Articles of such Company can only be altered with the previous approval of Central Government.
- Details procedure for conversion of section 8 company into company of another kind and vice-versa. Lot of additional requirements provided. (Rule no 20 to 23)
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- These activities were covered under the general term i.e. any other useful objects.
- No such provision related to amalgamation
- No such provision related to fraud
- Approval was only required for alteration of objects
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| Registered office at Incorporation |
- Instead of having registered office from the date of incorporation, a Company may have registered office on and from the fifteenth day of its incorporation.
- Verification of registered office has to be filed within 30 days of incorporation.
- In case of change of registered office, intimation has to be filed with 15 days to the Registrar
- In case of change of name, each Company is required to mention its old names for a period of 2 years, at its registered and other offices and other stationery like business letters, letter head, letter paper etc.
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- Registered office should be there from the date of incorporation
- No requirement of filing any verification
- Intimation was required to be made within 30 days of the change
- No requirement of mentioning the old name at registered and other office.
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| Letter head and other stationary |
Every Company is required to print Corporate Identity Number (CIN) along with its telephone number, fax number, e-mail and website addresses on all its business letters, billheads, letter, paper and in all its notices and other official publications. |
No such provision in this Act |
| Commencement of Business by Public Company |
- Before commencing the business, the following is required to be filed with the Registrar
- A declaration from Director
- Verification o registered office has been filed
- Provision is applicable to all types of companies
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- Before commencing the business, the following is required to be filed with the Registrar
- Statement in lieu of Prospectus
- A declaration from Director
- Provision was applicable only to public company
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| Alteration of Memorandum
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- Application for change of registered office from one state to another, will be disposed of within 60 days of filing.
- In respect of the procedure for change in registered office from one state to another, requirement in respect of document and information have changed. (Rule no 30)
- No company shall be allowed to change its name if it has defaulted in filing its Annual Returns or Financial Statements or any document due for filing with the Registrar or which has defaulted in repayment of matured deposits or debentures or interest on deposits or debentures. (Rule no 29(1))
- A Company, which has raised money from public through Prospectus and still has any unutilized amount out of the money so raised, shall not change its objects for which it raised the money through Prospectus unless a special resolution is passed by the Company and exit opportunity is provided to the dissenting shareholders
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- No time period prescribed for disposal of application of change of registered office from one state to another
- No such restriction in respect of change in name
- No such provision for change in objects , in case money from public through Prospectus and still has any unutilized amount out of the money so raised
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| Alteration of Articles |
In case of alteration of Article of Association of a Company, the copy of alteration along with the altered Articles shall be filed with Registrar within 15 days of change |
Copy of altered articles was filed within 30 days of change to the Registrar |
| Service of Documents |
Services of documents to company and its officers and by company to the Registrar and its members can be made by electronic transmission and courier |
No such provision in this Act |
| Rectification of Name |
- A registered trademark owner has to file an application for rectification of name, which is similar to name, of its trademark, within 3 years of incorporation of company or change of name.
- Rectification of name on order of Central Government due to similarity with trademark, shall be done within 6 months.
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- A registered trademark owner has to file an application for rectification of name of its trademark, within 5 years of incorporation of company or change of name.
- Rectification of name on order of central Government due to similarity with trademark, shall be done within 3 months.
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