COMPANY LAW

Index

1. COMPANY LAW

• Definition of Company
• Nature of Company
• Corporate Personality
• Separate Property
• Perpetual Succession
• Transferability of Shares
• Capacity to Sue and Be Sued
• Contractual Rights
• Limitation of Action
• Separate Management
• Voluntary Association for Profit
• Termination of Existence

1. DISADVANTAGES OF FORMING A COMPANY

• Formalities and Expenses
• Corporate Disclosures
• Separation of Control from Ownership
• Greater Social Responsibility & Tax Burden
• Detailed Winding Up Procedure

1. DOCTRINE OF LIFTING THE CORPORATE VEIL (पर्दा)

• Definition
• Uses or Instances of Lifting the Corporate Veil

1. COMPANY VS PARTNERSHIP

• Property of Organization
• Distinct Legal Person
• Creditors
• Agents
• Transferability of Shares
• Binding Outsiders
• Liability
• Audit
• Dissolution

1. COMPANY VS HINDU UNDIVIDED FAMILY (HUF)

• Members
• Sole Authority
• Admission
• Registration

1. TYPES OF COMPANIES

• Based on Incorporation
• Based on Liability
• Based on Number of Members
• Based on Size
• Based on Control
• Section 8 Companies
• Companies Act 2013
• Private Company
• Public Company
• One Person Company

1. TRANSITION BETWEEN COMPANY TYPES

• Transition from Private to Public Company
• Transition from Public to Private Company

1. FORMATION OF A COMPANY

• Steps in Formation
• Promotion of a Company
• Incorporation of a Company
• Floatation or Raising of Capital
• Commencement of Business

1. PROMOTERS

• Definition and Functions
• Legal Position of the Promoter
• Rights & Liabilities of Promoters

1. INCORPORATION OF A COMPANY

• Purpose for Incorporation
• Availability of Name
• Documents to Be Filed with the Registrar
• Registration by ROC
• Certificate of Incorporation

1. FLOATATION OR RAISING OF CAPITAL

• Private vs. Public Company Capital Raising

1. MEMORANDUM OF ASSOCIATION (MOA)

• Purpose and Contents
• Name Clauses
• Registered Office
• Object Clause
• Liability Clause
• Capital Clause
• Association Subscription Clause
• Nomination or Succession Clause

1. ALTERATION OF MEMORANDUM

• Change of Name
• Change of Registered Office
• Change in Object Clause
• Change of Liability Clause
• Change of Capital Clause

1. DOCTRINE OF ULTRA VIRES

• Definition and Instances
• Consequences of Ultra Vires Acts
• Exceptions

1. ARTICLES OF ASSOCIATION (AOA)

• Definition and Contents
• Alterations of Articles
• Binding Effect of Memorandum & Articles

1. DOCTRINE OF CONSTRUCTIVE NOTICE

• Definition
• Doctrine of Indoor Management

1. PROSPECTUS

• Definition and Types
• Shelf Prospectus
• Red Herring Prospectus
• Deemed Prospectus
• Abridged Prospectus
• Legal Requirements
• Contents of Prospectus
• Liability for Misstatement in a Prospectus

1. STATEMENT IN LIEU OF PROSPECTUS
2. SHARE CAPITAL

• Definition and Types
• Nominal Capital
• Issued Capital
• Subscribed Capital
• Called-Up Capital
• Paid-Up Capital
• Uncalled Capital
• Reserve Capital
• Working Capital

1. SHARE VS. DEBENTURE

• Comparison of Shares and Debentures

1. CHARGE

• Definition and Types
• Fixed Charge
• Floating Charge

1. OPPRESSION VS. MISMANAGEMENT
2. LIQUIDATOR OF A COMPANY

• Definition and Powers

1. DIRECTORS

• Duties and Appointment

1. APPOINTMENT OF AUDITOR

• First Auditor
• Subsequent Auditor
• Removal of the Company Auditor

1. QUALIFICATION & DISQUALIFICATION OF AUDITOR
2. REMUNERATION OF AUDITOR
3. WINDING UP

• Definition and Types
• Voluntary Winding Up
• Court-Ordered Winding Up

1. AMALGAMATION

• Definition and Objectives

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