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Incorporation of Companies under Companies Act, 1956 vs 2013

 
Sr. No. Subject Matters Provisions under Companies Act, 1956 Provisions under Companies Act, 2013
1 Types of companies that can be formed Public company or private company which can be limited by shares/limited by guarantee or unlimited company. Besides public & private company, One Person Company (OPC) can also be formed.
2 Validity of name Incorporation forms shall be filed within 60 days from date of availability of name declared by ROC. Incorporation forms shall be filed within 60 days from date of making application for reservation of name to ROC.
3 Penalty for obtaining name by providing wrong or incorrect information No recourse provided If company is not incorporated, reserved name shall be cancelled after imposing a penalty not exceeding Rs. 1,00,000; and if company is incorporated the ROC may either: (i) direct the company to change its name within 3 months by passing 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.
4 Mandatory contents of the Memorandum of Association (MOA) Six clauses were mandatory: 1) Name Clause 2) Registered office Clause 3) Objects divisible into:
  1. Main Objects
  2. Objects ancillary or incidental to the Main Objects
  3. Other Objects
4) Liability Clause 5) Capital Clause 6) Subscription clause
Same six clauses except that the object clause  is classified as: (i) the objects for which the company is proposed to be incorporated and (ii) any matter considered necessary in furtherance thereof
5 Memorandum/  Articles of Association (AOA) Table A- AOA of the company limited by shares. Table B- MOA of Company limited by shares. Table C- MOA & AOA of company limited by guarantee and not having a share capital. Table D- MOA & AOA of the company limited by guarantee and having a share capital Table E- MOA & AOA of an unlimited Company. Table A- MOA of company limited by shares. Table B- MOA of company limited by guarantee and not having share capital Table C- MOA of company limited by guarantee and having share capital. Table D- MOA of an unlimited company not having share capital. Table E- MOA of an unlimited company and having a share capital. Table F- AOA of a company limited by shares. Table G- AOA of company limited by guarantee and having a share capital Table H- AOA of company limited by guarantee and not having share capital. Table I- AOA of an unlimited company and having share capital. Table J- AOA of an unlimited company and not having share capital.
6 Formation of companies with charitable objects Section 25 – Did not specifically provide for objects like sports, education, research, social welfare and environmental protection. Section 8 – Specifically provides for all these objects.
7 Declaration by professionals There shall be filed a declaration by an advocate or CS or CA in practice or by a person named in the articles as a director, manager or secretary of the company, that all the requirements of the Companies Act, 1956 and Rules have been complied with. There shall be filed a declaration by an advocate or a chartered accountant or cost accountant or company secretary in practice in Form INC-8 that all the requirements of Companies Act, 2013 and the rules made there under have been complied with.
8 Affidavit from subscribers to MOA/first directors No such requirement There shall be an affidavit submitted by each of the subscribers to the memorandum and each of the first directors named in the Articles in Form INC-9. Further, a declaration/affidavit to be submitted by the subscribers to the memorandum/first directors to the effect that the company / directors shall not accept any deposit unless compliance of the applicable provisions of the Companies Act, 1956, RBI Act, 1934 and SEBI Act, 1992 and rules/regulations/ directions made there under are duly complied and filed with the concerned authorities.
9 Forms to be filed Form-1A: Applying for name availability Form-1: Incorporation of company. Form-18: Intimation of registered office Form-32: Appointment of first Directors. Form INC-1: Application for reservation of name. Form INC-7: Application for incorporation of company (Other than OPC) Form INC-22: Notice of situation of registered office Form DIR-12: Particulars of appointment of directors and the key managerial personnel Integrated e-Form: Apart from above an integrated e-Form can be filed (single window form): Form INC-29: Integrated Incorporation Form One person Company: Form INC-2: One Person Company- Application for incorporation. Form INC-3: One Person Company- Nominee consent form
10 Registered office A company shall, as from the day on which it begins to carry on business, or as from the 30th day after the date of its incorporation, whichever is earlier, have a registered office to which all communications and notices may be addressed. A company shall, on and from the 15thday of its incorporation and at all times thereafter, have a registered office capable of receiving and acknowledging all communications and notices as may be addressed to it.
 
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