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Elements of Company Law

The Companies Act,2013:Introduction and Concept

Company and its Formation
1. Background and Features of
company the Companies Act, 2013
2. Company: Meaning, Nature and
Characteristics of Company.
3. Types of Companies: On the basis of
mode of formation, Number of members,
liability and Control, Public and Private
Companies: Distinction, Advantages,
Disadvantages, Privileges and their
Conversion into each other.
Other kinds of Companies: One Person
Company, Charitable Companies, Dormant
Company, Sick Company, Small Company,
Listed Company, Foreign Company and its
business in India etc.

Formation and Incorporation of a Company

Formation and Incorporation of a
Company:
Stages in the Formation and Incorporation.
1. Promotion: Meaning of the term
‘Promoter’ / Promoter Group - Legal
Position of Promoters, Pre-incorporation
contracts.
2. Registration/ Incorporation of a
company : - Procedure, Documents to be
filed with ROC. Certificate of

Incorporation-
Effects of Certificate of

Registration. 3.Capital
Subscription/Raising of
Capital 4.Commencement of
business

Principal
Documents

Principal Documents:
Documents relating to Incorporation and
Raising of Capital:
1 Memorandum of Association:
Meaning and importance- Form and
contents- Alteration of memorandum.

2 Articles of Association: Meaning-
Contents and form of Articles- Alteration of

articles- Doctrine of constructive notice-
Doctrine of Indoor Management.

3 Prospectus: Meaning, contents,
Statutory requirements in relation to
prospectus- Deemed Prospectus- Shelf
prospectus - Statement in lieu of
prospectus- Misstatement in a prospectus
and Liabilities for Mis-statement.

Capital
of the
Company

Capital of the Company
1. Various Modes for Raising of Share
Capital including private placement,
public issue, rights issue, bonus shares,
ESOS, Sweat Equity Shares, Buy-back of
shares.
2. Allotment of Shares: Meaning- -
Statutory provisions for allotment,

improper and irregular allotment-
Consequences of irregular allotment.

3. Calls On Shares: Meaning- Requisites
of a valid call, Calls in advance, Share
Certificates: Meaning, Provisions
regarding issue of share certificates -
Duplicate Share Certificate.

4.Share Capital: Meaning, Structure
(Kinds) – Concept of Securities –
Definition, Nature and Kinds of Shares.