Companies Act, 2013
B K SHARMA
ACA, FCS, LL.B.
B K Sharma & Associates
Company Secretaries
Former Chairman,
NIRC of ICSI
bksharma162@yahoo.co.in
M-9314517929
Under the Companies Act, 2013
& Companies Rules, 2014
One Person
Company
concept has been
introduced for the
1st time.
Private
Companies
Company
Public
Company
Limited by Shares/
Guarantee
/Unlimited
Foreign Co. /
Part XXI Co. /
Section 8 Co.
One Person
Company
Small
Company
Private Company
COMPANIES ACT, 2013
Section: 2(68)
 Same as previous
minimum paid-up capital of one
lakh rupees or such higher paidup share capital as may be
prescribed and which by its
articles:
 Same as previous
(i) It also restricts the right to
transfer its shares;
COMPANIES ACT, 1956
Section: 3 (1)(iii)
means a company which has a
minimum paid-up capital of one
lakh rupees or such higher paidup capital as may be prescribed
and which by its articles:
(a) restricts the right to transfer
its shares, if any;
contd…… Private Company
COMPANIES ACT, 2013
COMPANIES ACT, 1956
(ii) except in case of One
(b) limits the number of its
members to 50;
Person Company, limits the
number of its members to
200;
In the counting of 200, what
shall not be included is:
Same as previous
(It is to be noted here that
where 2 or more persons hold
one or more shares in a
company jointly, they are to
be treated as a single
member)
In the counting of 50, not
including –
(i) persons who are in the
employment
company ; and
of
the
contd…… Private Company
COMPANIES ACT, 2013
Same as previous
COMPANIES ACT, 1956
(ii) persons who, having been
formerly in the employment
of
the company, were
members of the company
while in that employment
and have continued to be
members
after
the
employment ceased; and
contd…… Private Company
COMPANIES ACT, 2013
COMPANIES ACT, 1956
(iii) prohibits any invitation to:
 the public to subscribe for
any securities
of
the
company;
(Mark the word ‘securities’)
(c) Prohibits
any invitation to the public
 to subscribe for any shares
in, or
 debentures of the company.
The point of prohibiting
invitation or acceptance of
deposits is not there
(Refer draft rules-Acceptance
of Deposits by Companies)
(d) Prohibits any invitation or
acceptance of deposits from
 persons other than its
members, directors or their
relatives
Public Company
COMPANIES ACT, 2013
COMPANIES ACT, 1956
Section 2(71)
Section: 3(1)(iv)
Means a company which—
(a) is not a private company
(no change)
Means a company which (a) is not a private company;
(b) has a minimum paid-up share
capital of:
 Rs. 5 lakhs;
 or such higher paid-up capital,
as may be prescribed
(b) has a minimum paid-up
share capital of:
 Rs. 5 lakhs;
 or such higher paid-up
capital, as may be prescribed
contd….Public Company
COMPANIES ACT, 2013
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
COMPANIES ACT, 1956
(c) is a private company which
is a subsidiary of a company
which is not a private
company
Formation of Company[Section 3]
A company may be formed for any lawful purpose
by(a) 7 or more persons, in case of public company;
(b) 2 or more persons, in case of private company; or
(c) 1 person, in case of One Person Company.
A company may be either(a) a company limited by shares; or
(b) a company limited by guarantee; or
(c) an unlimited company
One Person Company(OPC)
 Definition-A Company which has only ONE person as a
member;
 OPC is a Private Company (section 3(1)(c));
 Only natural person,
who is an Indian citizen and
resident in India can become a member/nominee;
 No Person can incorporate more than One OPC or
become Nominee in more than One OPC.
 Minor shall not become Member/ Nominee of OPC.
 OPC can not be Incorporate/converted into Sec. 8 Co.
 OPC can not carry our NBFC Investment Activities.
 Name of the person nominated shall be mentioned in
MOA .
One Person Company(OPC)
 Nomination in Form No. INC 2 along with consent of such
nominee in Form No. INC 3
incorporation of OPC.
submitted at the time of
 Nominee may withdraw or member nominating may withdraw.
 New nominee to be nominated within 15 days of the receipt of
notice of withdrawal.
 Company to file the name of new Nominee with the ROC
within 30 days of receipt of notice of withdrawal [Form INC 4];
 Nominee becoming SOLE MEMBER on death of sole member/
incapacity to contract.
 New Member need to nominate other Person as Nominee
within 15 days of becoming a member.
 The Company shall file with ROC such cessation as well as
nomination within 30 days of the change;
One Person Company (OPC)
Penalty [Rule 5]
 If One Person Company or any officer of the OPC
contravenes the provisions of the rules, then:
 OPC or any officer of the OPC shall be punishable
with:
 fine which may extend to Rs.10,000 and
 with a further fine which may extend to Rs.1000
for every day after the first during which such
contravention continues
Conversion of OPC (Rule 6)
Mandatory Conversion of OPC into Pvt. or Public Ltd.
Co., if
 paid-up share capital exceeds Rs.50 lacs; or
 average annual turnover exceeds Rs. 2 crores (in
immediately preceding 3 consecutive FYs)
Such OPC shall be mandatorily required to convert itself
within 6 months  of the date on which its paid up share capital is
increased beyond Rs.50 lacs; or
 of the last day of the relevant period during which its
average annual turnover exceeds Rs.2 crores; or
into either a PRIVATE or PUBLIC company;
Conversion of OPC (Rule 6)
 In case of Private Company – with Minimum of TWO
Members and TWO Directors; or
 In case of Public Company – with Minimum of SEVEN
Members and THREE Directors
 OPC shall alter its MoA and AoA by passing Ordinary
Resolution/ Special Resolution (also refer section 122(3)).
 Notice to ROC in Form No. INC.5 within 60 days,
informing that It has ceased to be a OPC and that it is
now required to convert itself.
 For conversion to any class of companies-compliance with
Section 18 of the Act
Conversion of OPC [Rule 6 (6)]
Suo-motu conversion :
OPC can get itself converted into a Private or Public
Company after –
 Increasing the Minimum Number of Members &
Directors to TWO in case of Private Company
 Increasing the Minimum Number of Members SEVEN &
Directors to THREE in case of Public Company
 Maintaining the minimum paid-up capital as per
requirements of the Act;
 OPC has to alter its MoA and AoA by passing Ordinary
Resolution/ Special Resolution as per Section 122 (3).
 For conversion to any class of companies- Compliance
with Section 18 of the Act is required.
Memorandum [Section 4]
The memorandum of a company shall state:
(a) the Name of the company with the last word

“Limited” in the case of a public limited company;
“Private Limited” in the case of a private limited co.
(b) the State in which the Registered Office of the
company is to be situated;
(c) the objects of the company:• Main Objects and
• Incidental objects to attain Main Object.
Now there will be no Other Objects in MOA.
Memorandum [Section 4]
(d) the LIABILITY of members of the company, whether
limited or unlimited, and also state(i) in the case of a company limited by shares:
that liability of its members is limited to the
amount unpaid, if any, on the shares held by
them; and
(ii) in the case of a company limited by guarantee:
That liability of its members is limited to the
amount up to which each member undertakes to
contribute –
 to assets of the company in the event of its
winding up
To the cost, charges and expense of Winding up
Memorandum [Section 4]
(e) in the case of a company having a share capital,—
(i) the amount of share capital with which the company
is to be registered and the division thereof into
shares of a fixed amount; and
(ii) the number of shares each subscriber to the
memorandum intends to take;
(f) in the case of OPC, the name of the person who shall
become the member of the company in the event of
death of the subscriber.
Name of Company [Section 4(2)]
The name stated in the memorandum shall not(a) be identical with or resemble too nearly to the
name of an existing company registered
under this Act or any previous company law;
or
(b) be such that its use by the company—
(i) will constitute an offence under any law; or
(ii) is undesirable in the opinion of the CG.
Name of Company [Section 4(3)]
A company shall not be registered with a name which
contains(a) any word or expression which is likely to give the
impression that the company is in any way connected
with, or having the patronage of:  Central Government (CG);
 Any State Government;
 Any local authority;
 Corporation or Body constituted by the CG or any
State Government
(b) such word or expression, as may be prescribed;
the previous approval of the Central Government is requited
to be obtained for the use of any such word or expression.
Undesirable Names (Rule 8)
Identical names:
In considering whether identical or not, the below
mentioned points shall be disregarded:
 Private, pvt., Pvt, (P), Limited, Ltd., LLP, Limited





Liability Partnership;
Company, and Company, co., co, corporation, corp,
corpn, corp.;
Plural version any of the words
Type and case of letters, punctuation marks, spacing
between letters;
Joining words or separating the words
Use of different tense or number of the same word
Undesirable Names (Rule 8)
Identical names:
 Using different phonetic spellings of spelling variations
(e.g. P.Q. written as Pee Que Industries Limited)
 Misspelled words (like Concept or Koncept)
 Addition of internet related designation (like .com, .edu,
.net, .gov, .org, .in)
 Addition of words like New, Modern, Nav, Shri, Sri,
Shree, Sree, Om, Jai, Sai, The, etc. or adding the name of
the place (may be allowed if NOC from Existing Co. by
way of Board Resolution)
 Different combination of the same words (e.g. Builders &
Contractors Limited/ Contractors & Builders)
 Hindi or English Translation/ Transliteration of existing
Company/ LLP
Undesirable Names (Rule 8)
Undesirable names:
 If it attracts the provisions of sec 3 of the Emblems and





Names (Prevention and Improper Use) Act, 1950
Includes the name of a registered trade mark
Includes any word or words – offensive to any Section of
People
Includes the name of a TM which is the subject matter of
application for registration
Not in consonance with the principal objects of the Co.
Identical or too closely resembles the name of the
Company/ LLP incorporated outside India and reserved
by such Company ( In case of Subsidiary Co. in India of a
Foreign Company, the Original name of Holding Co.
with addition of word ‘India’ may be allowed).
Undesirable Names (Rule 8)
Undesirable names:
 Indicating a separate type of business constitution e.g.
sehkari, trust, HUF, society, Plc., Inc, firm etc.
 Implying connection with embassy or consulate etc.
 Implying patronage of a national hero/ persons held in
high esteem
 Is vague, e.g. ABC Limited
 Is abbreviated, e.g. DJMO Limited etc.
 Subsidiary/ Joint Venture/ Associate company can use
but shall carry the object of the Company
Undesirable Names (Rule 8)
Undesirable names:
 A period of 2 years have not elapsed from the date of




dissolution of the company
If company struck off, then only after an elapse of 20 years
Identical with/ too clearly resembles the name of a LLP in
liquidation or the LLP which has been struck off upto 5
years)
Includes ‘Insurance’, ‘Bank’ ‘Stock Exchange’, ‘venture
capital’ etc. unless a declaration that the mandated
requirements of the respective Act(s) have been complied
with
If the name ‘State’ – allowed only in case of Govt. Co.
Undesirable Names (Rule 8)
Undesirable names:
 If it only contains the name of a continent, country etc.
e.g. Germany Limited
 The name is only a general one, like Cotton Textile Mills
 Misleading impression regarding the scope/ scale
 Name of any foreign country or any city of foreign
country (allowed if MOU produced showing business
relations)
 Cannot use name of an enemy country
 Names combining the name of a foreign country with the
use of India, e.g. India Japan (shall be allowed, if
government to government participation)
Application for Name Reservation [Section 4]
 A person may make an application, in Form
No. INC.1 along with a fee, to the ROC for the
reservation of a name set out in the
application –
(a) the name of the proposed company; or
(b) the name to which the company proposes
change its name.
to
 Upon receipt of an application the ROC may
reserve the name for a period of 60 days from
the date of the application
 No additional 30 days after expiry of its original
period.
Effect of wrong/incorrect information in
Application
 After reservation of name, if it is found that name
was applied by furnishing wrong or incorrect
information, then(a) if the company has not been incorporated, the
reserved name shall be cancelled
and
the person making application shall be liable
to a penalty which may extend to Rs.1 lakh;
Effect of wrong/incorrect information
in Application
(b) if the company has been incorporated, the ROC
may, after giving the company an opportunity of
being heard(i) either direct the company to change its name
within a period of 3 months, after passing an
Ordinary Resolution;
(ii) take action for striking off the name of the
company from the register of companies; or
(iii) make a petition for winding up of the
company.
Section 4(6)
4(6): The memorandum of a company shall be in
respective forms specified in Schedule I :
 Table A : MOA of a Company Limited by Shares
 Table B : MOA of a Co. Limited by Guarantee and not
having share Capital
 Table C : MOA of a Co. Limited by Guarantee and
having share Capital
 Table D : MOA of an Unlimited Co. and not having
share Capital
 Table E : MOA of an Unlimited Co. and having share
Capital
Articles of Association[Section 5]
 The articles shall contain the
regulations for
management of the company.
 The articles shall also contain such matters, as may be
prescribed.
 And of course the company can include such
additional matters in its articles as may be considered
necessary for its management.
 The articles may contain provisions for entrenchment
to the effect that specified provisions of the articles
may be altered only if conditions or procedures as that
are more restrictive than those applicable in the case
of a SR are met or complied with.
Articles of Association[Section 5]
Entrenchment provisions can be made:
 either at the time of formation; or
 by an amendment in the AOA
For amendments in AOA:
 in
case of private company-the said
amendment to be agreed by all the members
 in case of public companyby Special
Resolution
Entrenchment of AOA [Sec. 5 (5)]
Entrenchment notice to ROC
 At the time of Incorporation, the company to
give notice to the ROC in Form No. INC.2 or
Form No. INC.7
 In case of Amendment, the company to give
notice to the ROC in Form No. MGT.14
within 30 days from the date of
entrenchment of Articles.
Formats of AOA [Section 5(6)]
 Table F : AOA of a Company Limited by Shares
 Table G : AOA of a Co. Limited by Guarantee and having
share Capital
 Table H : AOA of a Co. Limited by Guarantee and not
having share Capital
 Table I : AOA of an Unlimited Co. and having share
Capital
 Table E : AOA of an Unlimited Co. and not having share
Capital.
A Company may adopt all or any of Regulations of Model
AOA applicable to such Company.
Applicability of Model AOA [Section 5(8)]
 In case of any company registered after the
commencement of this Act and the registered
articles of such company do not exclude or
modify the regulations contained in the model
articles, then those Regulations will apply as
Registered Regulations.
 Nothing in Section 5 shall apply to AOA of Co.
registered under any Previous Company Law
unless amended under this Act.
Incorporation of Companies [Section 7]
Application for Incorporation of Companies:
 Form No. INC.2 – for OPC
 Form No. INC.7 – for Cos. Other than OPC
Documents to be filed with the ROC for registration :
 MOA and AOA duly signed by all the Subscribers
 A Declaration by Professional
 Affidavit from each of the Subscriber to the MOA and from
Persons named as First Directors
 Address for correspondence till Establishment of Registered
Office
 Particulars of each Subscriber alongwith Proof of Identity
 Particulars of each Directors alongwith Proof of Identity
 Particulars of Interests of the First Directors of the Company.
Signing of MOA by Subscribers
 Where a subscriber to the MOA is Illiterate: he shall affix his thumb impression.
 The
number of shares taken by him shall be
written against his name (by the person writing for
him.
Such person shall also read and explain the
contents of the MoA/AoA to the subscriber and
make an endoresment to that effect on the
MoA/AoA
Signing of MOA by Subscribers
 Where the Subscriber to MOA is Body corporate :
The memorandum and articles of association shall be
signed by the director, officer or employee of the body
corporate duly authorized in this behalf by a resolution of
the BOD .
Where the Subscriber to MOA is LLP:
The memorandum and articles of association shall
be signed by the a Partner of LLP duly authorized
in this behalf by a resolution approved by all the
Partners of LLP.
Witness of MOA and AOA
 Witness by any Person in whose presence the
Subscriber has signed MOA and AOA
 “I witness to subscriber/ subscriber(s) who
has/have subscribed and signed in my presence
(date and place to be given); further I have verified
his or their Identity Details (ID) for their
identification and satisfied myself or his/her/their
identification particulars as filled in.”
Declaration by Professionals/Directors
 A declaration in Form No. INC.8 by an advocate; or
 a chartered accountant; or
 a cost accountant; or
 a company secretary in practice,
who is engaged in the formation of the company;
 Declaration also to be given by a person named in the
articles as a director; manager, or secretary of the
company,
 Declaration to be made that all the requirements of this
Act and the rules have been complied with.
Affidavit by Subscribers and First Directors
An affidavit in Form No. INC.9 be submitted by the
Subscribers and First Directors of the Company.
Affidavit contains that he : Has not convicted of any offence in connection with the
promotion; formation; or management of any company;
 has not been found guilty of any fraud or misfeasance or of
any breach of duty to any company during the preceding 5
years .
 All the documents filed with the Registrar for registration
of the company contain information that is correct and
complete and true to the best of his knowledge and belief.
Particulars of Subscribers [Section 7(1)(e)]














Name including Surname or family name,
Recent photograph affixed and scan with MoA and AoA
Father’s/Mother’s/ Spouse’s name
Nationality
Date of birth
Place of birth (District and State)
Occupation
Income-tax permanent account number
Permanent Residential Address and Present Address
Email id of subscriber
Phone no. of subscriber
Fax no. of subscriber
Proof of Identity
Residential Proorf such as Bank Statement, Electric Bill, Telephone/
Mobile Bill.
Particulars of Subscribers [Section 7(1)(e)]
 Proof of Nationality in case Subscriber is a Foreign National.
 If the Subscriber is aleready a Director or Promoter of a
Company (s), the particulars relating to: Name of Company
 CIN No.
 Whether interested as Director of promoter
 Specimen Signature and latest photograph duly verified by
the Banker or Notary in Form No. INC.10.
Particulars of Subscribers [Section 7(1)(e)]
 If the subscriber is a body corporate, then the
following particulars shall be filed with the ROC:-
 CIN of the Company/ Registration no. of the body





corporate
GLN, if any
Name of the body corporate
Registered office address/ principal place of business
E-mail Id
Certified true Copy of Board Resolution specifying : Authorization to Subscribe MOA
 To make investment in Proposed Company
 No. of shares to be subscribed
 Name, address and designation of the Person
authorized to subscribe MOA.
Particulars of First Directors [Sec. 7(1)(f)]
 Names, including surname or family names





the Director Identification Number
residential address
nationality and such other particulars and
proof of identity
Particulars of Interests in other firms or body corporate
alongwith consent to act as Director.
Particulars shall be filed in Form No. DIR.12 .
Certificate of Incorporation [Sec. 7(2)]
 The Registrar on the basis of:
documents and
 information filed
shall register all the documents and information
in the register ;
and
issue a COI in the prescribed Forn No. INC.11

 ROC shall allot CIN to Company.
False or incorrect particulars
If any person furnishes any:
false
or incorrect particulars of
information and/or
suppresses any material information;
any
in any of the documents filed with the ROC in
relation to the registration of a company.
 That Person shall be liable for action under
Section 447 (fraud).
Formation of Companies with
Charitable Objects, etc. [Section 8]
 New Activities like Sports, Education, Research, Protection of
Environment and Social Welfare added to the Objects.
 The CG may allow by issuing license for charitable purposes
without using the word “Limited” or “Private Limited’
 A firm can be a member of the Company with Charitable
Objects.
 The CG may revoke the license granted :-
 if the Company contravenes any requirement of Section or
specific conditions subject to which a License is issued.
 Affairs of the company are conducted fraudulently or prejudicial
to Public Interest.
 CG may order that the Co. be wound up under this Act or
amalgamated with another Co. registered under this section.
Formation of Companies with Charitable
Objects, etc. [Section 8]
 Application for Registration in Form No. INC.12.
The Application shall be accompanied by: MOA shall be in Form No. INC.13
 Declaration in Form No. INC.14 by an Advocate,
CA/CS/Cost Accountant in Practice
 An estimate of future annual income and expenditure
for next 3 years (specifying source of income and
objects of expenditure)
 Declaration by Persons making application in Form
No. INC.15
Punishment for default u/s 8
 The company shall be punishable with fine:which shall not be less than Rs.10 lakhs
 But which may extend to Rs.1 crore; or

 Further the director of the company and every
officer of the company who is in default shall be
punishable with imprisonment for a term which may extend to 3 years;
or
 with fine which shall not be less than Rs. 25000/- but
which may extend to 25 lakh rupees; or
 with both.
Effect of Registration (Section 9)
From the date of incorporation :
 the subscribers become the members of the company
 The company shall be a body corporate with a name in
MOA
 Co. shall have perpetual succession
 Co. shall have a common seal
 Co . has Power to acquire, hold and dispose of property
 Co. is capable to contract and to sue or be sued by its
name.
Commencement of Business (Section 11)
 Now applicable to Private Limited Company also.
 As per the Act, for commencement of business by
public company, the following documents are required
to be submitted with ROC:
A declaration
by Directors in prescribed form
providing that the subscribers have paid the value of
shares agreed to be taken by them (in Form No.
INC.21)
ii. A confirmation that the Company has filed with the
Registrar, a verification of its registered office. (in
Form No. INC.22)
 Declaration shall be verified by CS in Practice or a CA or a
Cost Accountant in Practice.
i.
Commencement of Business (Section 11)
 In case of default in complying with Requirements : the Company shall be liable to Penalty which may extend to
Rs.5000; and
 every officer who is in default shall be punishable with the
fine which may extend to Rs.1000 for every day of continuing
default.
 Removal of Name from Register of Companies
 Where no declaration is filed with ROC within 180 days of
incorporation and
 the ROC has sufficient reasons to believe that the Company is
not carrying any business or operations,
 ROC may initiate action for removal of the name of the
Company from the Register of the Companies.
Registered Office of Company (Sec. 12)
 Verification of Regd. Office in Form No. INC.22 shall be
submitted to ROC within 30 days from Incorporation.
 Documents to be attached to Form No. INC 22 : Registered document of title of the Premises in name of Co.
or
Notarized copy of Lease/ Rent Agreement in name of Co.;
 The Authorisation form the Owner/Authorised Occupant of
the Premises alongwith Proof of Ownership/Occupancy
authorisation, to use the Premises by the Company as its
Regd.Office; and
 Proof of evidence of any utility service like telephone, gas,
electricity, etc. having address of Premises in the name of
Owner
Registered Office of Company (Sec. 12)
 Every company shall: paint or affix its name and address of its Regd. Office on
outside of every office or place of business.
 Have its name engraved on its Seal.
 Get its name, address of its Regd. Office, CIN, Telephone
no., Fax no. (if any), Email and Website address (if any)
printed in all its Business Letters, Billheads, Letter
Papers and all its Notices and Other Official
Publications.
 In case of change of name, each company is
required to mention its old name for a period of 2
years, at its registered & other offices & other
stationery as mentioned above.
Registered Office of Company (Sec. 12)
 Intimation of change of registered office is
required to be given to ROC within 15 days
of change.
In case of default in complying the Section,
the company and every officer who is in
default shall be liable to a Penalty of
Rs.1000/- for every day during which the
default continues but not exceeding Rs.1
lakh.
Alteration of Memorandum (Section 13)
Change of Name of the Company :-
 File the Form No. INC.1 for availability of Name in Part B




for change of name after getting approval of Board of
Directors.
Pass Special Resolution in General Meeting of the
Members.
File Form No. MGT.14 to ROC for SR
File Application in Form No. INC.24 for change of Name.
ROC will issue new Certificate of Incorporation in Form
No. INC.25.
Alteration of Memorandum (Section 13)
Change of Name of the Company : Change of Name shall not be allowed to a comoany
which has defaulted : In filing its Annual Return or Financial Statement or any
document due for filing with ROC; or
 In repayment of matured Deposits or debentures of
interest on deposits/debentures.
Alteration of Memorandum (Section 13)
Change of Registered Office from One State to Another :
 Pass Special Resolution in General Meeting of the Members.
 File Form No. MGT.14 to ROC for SR
 File Application in Form No. INC.23 for change of Name
 Advertise the Application in Form No. INC.26 in Newspapers
at least 14 days before the date of Hearing.
 Serve the individual notice to each Debenture-holder and
Creditors of the Co. at least 14 days before the date of
Hearing.
 Order of Central Government approving Alteration in MOA for
transfer of Regd. Office shall be filed in Form No. INC.28 with
ROC of each of the States within 30 days.
 ROC of State where Regd. Office is being shifted to, shall
issue a fresh COI.
Alteration of Memorandum (Section 13)
Change of Object Clause:
 Pass Special Resolution in General Meeting of the Members.
 File Form No. MGT.14 to ROC for SR
 A Co., which has raised money from Public through Prospectus
and still has unutilized Amount, shall not change its objects for
which it has raised the money unless a SPECIAL RESOLUTION
is passed through Postal Ballot and : Details of SR shall be published in Newspaper for justification of
change
 Dissenting shareholders shall be given Exit Opportunity by the
Promoters.
 ROC shall register any alteration in MOA with respect to object
Clause and certify the Registration within 30 days.
Alteration of Memorandum (Section 13)
Alteration in Capital Clause :
 As per Section 61, a Limited Co. having share capital
may alter its MOA in its General Meeting to : Increase its Authorised Capital
 Consolidate and divide all or any of its share capital
 Conversion of Share into Stocks or vice versa
 Sub-division of its shares
 Cancel the unissued capital of the company.
 Pass the Special Resolution in General Meeting
 File the Notice of Alteration in Form No. Sh.7
Alteration of Articles (Section 14)
New:
 Provision of Conversion of Public Company into “One
Person Company” with the approval of the Tribunal
has been provided in the Act.
 No approval is required for conversion of private
company into One Person Company or One Person
Company into a private company.
Alteration of Articles (Section 14)
Key Modifications:
In case of alteration of Articles of Association of a
Company, the copy of alteration along with the
altered Article shall be filed with Registrar of
Companies in Form No. INC.27 within 15 days.
In case of conversion of Public Company into
Private Company, approval of the Tribunal is
required.
A Copy of the order of the Tribunal shall be filed
with ROC in Form No. INC.27 within 15 days.
Alteration of MOA & AOA to be noted in
every copy (Sec. 15)
Key Modifications :-
 The penalty provided for not making the alteration
in copies of Memorandum & Articles has been
increased.
 In case of such default, the Company and every
Officer in default shall be liable to a penalty of
Rs.1000 for every copy of
MoA/AoA issued
without such alteration.
Copies of MOA/AOA to be given to
Members (Sec. 17)
Key Modifications:MoA/AoA to be sent within 7 days of request
 Fees to be charged for sending MoA/AoA,
agreement/resolution -to be prescribed.
 In case of default of the said section, the penalties
have been increased and for each default, the
Company shall be liable to a penalty of Rs.1000 for
every day of continuing default but not exceeding Rs.1
lakh.
Conversion of Companies Already
Registered Section 18
New: Any company of any class registered under this Act, may
convert itself into a Co. of other class under this Act byAlteration of its MOA/ AOA with their respective new
sets.
 The Registration of a Co. under this section shall not
affect any debts, liabilities, obligations or contracts or
entered into by or on behalf of company before reregistration.
 ROC will close the former registration and issue new
COI as its First registration.
Subsidiary company not to hold shares in
its Holding Co. (Sec. 19)
Key Modifications:
No Subsidiary Company, either by itself or through
its nominees, shall hold any shares in its Holding
Company.
No holding company shall allot or transfer its
shares to any of its subsidiary companies.
Any such allotment/ transfer of Shares to its
Subsidiary Company shall be void.
Authentication of Documents, Proceedings
and Contracts (Sec. 21)
Any
document, proceeding requiring
authentication by a Company or contract
entered into by or on behalf of a Company
may now be signed by any KMP or an officer
of the Company
Only after having due authorization by the
Board of Directors.
Fee for Incorporation of OPC and Small
Companies
Nominal share capital does not
exceeds Rs. 10,00,000.
INR 2000/-
Nominal share capital exceeds
Rs. 10,00,000 and up to Rs.
50,00,000
INR 200 for every
Rs. 10000/- or part
thereof
Fee for Incorporation of Other Companies
Nominal share capital does not exceeds
Rs. 1, 00,000.
INR 5000/-
Nominal share capital after the first Rs.
1,00,000 up to Rs. 5,00,000
INR 400 for every Rs.
10000/- or part thereof
Nominal share capital after the first Rs.
5,00,000 up to Rs. 50,00,000
INR 300 for every Rs.
10000/- or part thereof
Nominal share capital after the first Rs.
50,00,000 up to Rs. One crore
INR 100 for every Rs.
10000/- or part thereof
Nominal share capital after the first Rs. One INR 75 for every Rs.
crore:
10000/- or part thereof
Filing Fee of Documents to ROC
(a) In respect of a company having a nominal share
capital of up to Rs. 1, 00,000.
INR 200
(b) In respect of a company having a nominal share
capital of Rs. 1,00,000 or more but less than Rs.
5,00,000.
(c) In respect of a company having a nominal share
capital of Rs. 5,00,000 or more but less than Rs.
25,00,000
(d) In respect of a company having a nominal share
capital of Rs. 25, 00,000 or more but less than Rs. 1
crore or more.
(e) In respect of a company having a nominal share
capital of Rs. 1
crore or more.
INR 300
INR 400
INR 500
INR 600