||Provisions under Companies Act, 1956
||Provisions under Companies Act, 2013
||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.
||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.
||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.
||Mandatory contents of the Memorandum of Association (MOA)
||Six clauses were mandatory:
1) Name Clause
2) Registered office Clause
3) Objects divisible into:
4) Liability Clause
5) Capital Clause
6) Subscription clause
- Main Objects
- Objects ancillary or incidental to the Main Objects
- Other Objects
|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
||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.
||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.
||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.
||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.
||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
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
||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.