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TYPES OF COMPANIES-Companies Act ,2013-SJCTNC
1. Types of Companies
As Per Companies Act 2013
A.Albert Ravi,
Assistant Professor,
PG & Research Department of Commerce,
St. Joseph’s College of Arts and Science(Autonomous),
Cuddalore,TamilNadu, India
2. j
According to Section 2 (20) of the
Companies Act 2013 "Company
means a company incorporated under
this Act or any previous Company
Law."
In general, a company is an artificial person, created by
law that has a separate legal entity, perpetual succession,
and common seal and has limited liability. It is a
voluntary association of person who together contributes
in the capital of the company to do business.
Generally, the capital of a company is divided into small
parts known as shares, the ownership of which is
transferable subject to certain terms and conditions
.
Meaning and Definition
3. Types of Companies
•Chartered Companies
•Statutory Companies.
•Private Limited Company
•Public Limited Company
•One Person Company
.
•Holding Company
•Subsidiary Company
Based on Control
Limited
Company
Company Limited
by Shares
Company Limited
by Guarantee
Based on the Liability
Unlimited
Company
•Listed Company
•Unlisted Company
Based on Access to Capital
•Government Company
•Foreign Company
•Associate Company
•Small Company
•Dormant Company
•Nidhi Company
•Producer Company
Other Companies
4. Types of Companies
•Companies that are formed by the Royal
Charter or on any special order granted by the
King or Queen are called as Chartered
Companies.
• Such companies enjoy exclusive powers and
privileges and can be set up only in the
countries having a system of Kingship.
•This type of company is not found in India
nowadays.
•Examples: The Bank of England, The East
India Company.
Bank of England
5. Statutory Company
Statutory company is formed under a special Act
passed by Parliament or by the State legislature.
01
LIC SBI
RBI
The powers of such a company are defined by the
Act constituting it.
02
This company is not required to have a
Memorandum of Association and need not use the
word ‘Limited’ against its name.
03
The audit of such a company is to be conducted
under the supervision of C& AG ( Comptroller and
Auditor General of India).
04
RBI- RESERVE BANK OF INDIAACT, 1934
FCI-FOOD CORPORATION OF INDIAACT, 1964
EXAMPLES
6. Company Limited by Shares
A company in which the liability of the members is
limited to the face value of the shares held by them is
known as Company limited by shares.
If a member has paid the full face value of the shares
held by him, he does not owe any further liability to the
company.
But in the case of partly paid shares, the liability of
members is limited to the unpaid amount on the shares
held by them.
In this type of company, the liability of members is
limited to an amount as they agree to contribute to the
assets of the company in the case of winding up of the
company.
This amount is known as the ‘guarantee’ and it is also
stated in the Memorandum of Association.
The amount which was guaranteed by the members
can only be called up at the time of winding up of the
company.
This type of company is normally formed to promote
education, art, science, culture, and sports.
Company Limited by Guarantee
LIMITED LIABILITY COMPANIES
Unlimited Liability Company:
Unlimited Liability Company is defined under section 2(92) of the Companies Act, 2013. In
these types of companies, members are liable for the debts or losses of the company, even to the
extent of their personal property.
7. PRIVATE LIMITED
COMPANY
A Private Company means which :
restricts the right of members to transfer its shares.
has a minimum of 2 and a maximum of 200members.
does not invite the public to subscribe to its shares or
debentures.
does not invite or accept deposits from persons other than its
members, directors, or their relatives.
The minimum number of members to form a private company
is two and a private company must use the word “Private
Limited” or “Pvt. Ltd.” in its name.
an amendment made in 2005 removed the requirement of
holding minimum paid up capital.
Private companies can now have a minimum paid-up capital
of any amount as may be prescribed.
A public company means a company which:
is not a private company:
has a minimum of 7 members and no limit on
the maximum members.
has no restriction on transfer of securities .
a private company which is a subsidiary of a
public company.
an amendment made in 2005 removed the
requirement of holding minimum paid up
capital.
Private companies can now have a minimum
paid-up capital of any amount as may be
prescribed.
PUBLIC LIMITED COMPANY
8. ONE PERSON COMPANY
According to Section 2
(62) of the Companies
Act, 2013, One Person
Company means a
company which has
only one person as a
member.
Definition
Only a natural person, who is
an Indian citizen and resident
in India shall be eligible to
incorporate a One Person
Company.
Characteristics:
1. Natural Person
2. Nominee
As per Section 152(1) of the Act, an
individual being member of OPC is
deemed as First Director of the OPC
until the director(s) are duly appointed
by the member.
Minimum 1 Director
Maximum 15 Directors
4. Directors
The word “One Person
Company” shall be
mentioned in bracket
below the name of such
company, wherever its
name is printed, affixed or
engraved..
5. Naming the Company
An OPC must mention one
person as ‘Nominee’ in the
event of death, incapacity,
etc. who will-:
(a) become a member of
OPC;
(b) (b) be entitled to all
shares of the OPC,
and
(c) (c) bear all liabilities
of OPC.
Written consent of such Nominee to act as nominee
must be obtained and filed with the RoC at the time
of incorporation along with MoA and AoA.
A Nominee may, withdraw his consent by giving a
notice in writing to the sole member and to the OPC.
The sole member then nominates another person
as nominee within 15 days of the receipt of the notice
of withdrawal.
3.Nominee’s Consent
OPC cannot convert voluntarily into any kind of company unless
two years have expired from the date of incorporation.
It must convert when paid-up capital is increased beyond 50 lakh
rupees or its average annual turnover during the relevant period
exceeds 2 crore rupees ( other than under Section 8).
At least one Board Meeting in each half of the calendar year and the
time gap between the two Board Meetings should not be less than 90
days.
Other Provisions..
9. On the Basis of Access to Capital
A listed company is one that is
registered on various recognized
stock exchanges within or outside
the country and their shares are
freely traded on the exchange.
It has to follow guidelines given
by SEBI.
When any of the securities of a
company are registered on the
recognized stock exchange, such a
company is called a listed
company. The securities of these
companies are freely traded among
investors.
Listed Companies Unlisted Companies
An unlisted company refers to the company
which is not listed on the recognized stock
exchange and its shares are not freely traded
on the exchange.
an unlisted company can be a private
limited company or a public limited company.
It has to follow guidelines given by Central
Government and MCA.
10. Any company that directly or indirectly holds more than half of the equity share
capital of another company or controls the composition of the Board of Directors of
some other company. A company can become a holding company of another
company in the following ways:
i ) By holding more than 50 % of the issued equity capital of the company
ii) By holding more than 50% of the voting rights in the company.
iii) By holding the right to appoint the majority of the directors of the company
Holding Companies
The subsidiary company is the one in which another company holds more than 51% of
the nominal value of its equity share capital or more than 51 % of its voting power or
control the majority composition of its Board of Directors or is the subsidiary of another
subsidiary company.
Subsidiary Company
Based on Control
S.No. Company Name Industry
1. ITC Infotech Technology
2.
SrinivasanResorts
Limited
Hospitality
3.
Surya Nepal Private
Limited
Cigarettes, Safety
Matches,
Agarbatti and
Confectionary
4.
Fortune Park Hotels
Limited
Hospitality
5. Landbase India Limited MCA Provider
6.
Welcomhotels Lanka
(Private) Limited,
Srilanka
Hospitality
7. Russell Credit Limited
Investment
Company
8. Technico Pty Limited
Supply Chain
Solutions
ITC Limited Subsidiaries
11. Government Company
The annual reports, at the end of the
financial year, are to be presented in the
houses of Parliament..
Annual Reports
A Government company is the one in which 51 % or
more of the paid-up share capital is held by the
Central or State Governments. A company can be
partly or fully owned by the Government.
.
Meaning
A Subsidiary of Government Company shall also
be treated as a Government Company. These
Companies are registered as Private Limited
Companies through their management and their
control vest with the Government.
.
Subsidiary Company
•A Government Company may be formed as a Private
Limited Company or Public Limited Company.
• No Need to use word Limited or Private Limited
May be Pvt. or Publc Ltd.
Accounting and Audit Practises are done by
Chartered Accountants appointed by the
government.
Auditing
• Airports Authority Of India
•Bharat Heavy Electricals Ltd.
•Bharat Petroleum Corporation Ltd.
• Bharat Sanchar Nigam Ltd.
•Central Warehousing Corporation.
• Coal India Ltd.
•Tamil Nadu Newsprint and Papers Limited
Government Companies e.g.
12. Other Companies
4
•“Foreign company” means
any company or body
corporate incorporated
outside India which:
•has a place of business in
India whether by itself or
through an agent,
physically or through
electronic mode; and
•conducts any business
activity in India in any
other manner.
• Section 379 to Section
393 of the CA, 2013
prescribes the provisions
which are applicable on
such companies.
Foreign
Company
The Companies Act defines a
small company as a company that
is not a public company and has:
A paid-up share capital equal to
or below Rs.4 crore or such a
higher amount specified not
exceeding more than Rs.10
crores.
A turnover equal to or below
Rs.40 crore or such a higher
amount specified not exceeding
more than Rs.100 crore.
However, the concept of small
companies does not apply to the
following companies:
•A holding or a subsidiary
company.
•A company registered under
section 8.
•A body corporate or company
governed by any special act.
Small
Company
03
“Dormant” means inactive or
inoperative.
•A dormant company is an
excellent opportunity to start
a company for a future
project or hold an
asset/intellectual property
without having significant
accounting transactions.
•On the other hand if a
company has not filed its
annual returns for two
consecutive years then such a
company will also be called
as a dormant company.
Dormant
Company
Producer
Company
•It refers to a legally recognised
association of
farmers/agriculturalists with an
objective to improve the standard
of their living, and ensure a stable
income and profitability.
Some Conditions for Producer
Company-
•Only the person engaged in the
primary sector is eligible to be a
member of such a company.
•The name of the company shall
end with the words “Producer
Company Limited“.
•The minimum and the maximum
number of directors in a Producer
Company is 5 and 15 respectively
13. Other Companies
Associate
Company
• Associate Company which is in relation to another company, means a company in which
that other company has a significant influence, but which is not a subsidiary company of the
company having such influence and includes a joint venture company.
•”significant influence” means control of at least twenty per cent. of total share
capital, or of business decisions under an agreement.
Nidhi
Company
.
•Nidhi Company is an NBFC (Non-Banking Financial Company) which means a company
which is formed with the object of cultivating the habit of thrift and savings amongst the
members and receiving deposits from and lending to the members for their mutual benefits.
• Nidhi Company can be incorporated with a minimum seven members and out of these 7
members, 3 members must be the director of the company.
•Within a period of one year from the date of incorporation –
i. The Nidhi Company should have minimum 200 members.
ii. Net Owned Funds of Nidhi Company should be INR 10 Lakhs or more
iii. Unencumbered term deposits of not less than 10% of the outstanding deposits.