Section 2(62) of Companies Act defines a one-person company as a company that has only one person as to its member. Furthermore, members of a company are nothing but subscribers to its memorandum of association, or its shareholders. So, an OPC is effectively a company that has only one shareholder as its member.
Section 2(68) of Companies Act, 2013 defines private companies. According to that, private companies are those companies whose articles of association restrict the transferability of shares and prevent the public at large from subscribing to them. This is the basic criterion that differentiates private companies from public companies.
A public company is a corporation whose ownership is distributed amongst general public shareholders via the free trade of shares of stock on exchanges or over-the-counter markets. Although a small percentage of shares are initially floated to the public, daily trading in the market determines the value of the entire company.
Prepare notice of board meeting along with draft resolution(s) to be passed in the board meeting in accordance with the section 173(3) of the Companies Act, 2013 and clause 1 of the Secretarial Standard-1.
Convene board meeting and pass the requisite resolutions in relation to the conversion of Private Limited to Public Limited:
Prepare draft minutes of the board meeting and circulate, within in a period of fifteen days from the date of conclusion of that meeting.
File e-Form DIR-12 with the Registrar of Companies, in case new directors are appointed.
Send notice of general meeting to all stakeholders at least 21 days before the date of general meeting.
Convene general meeting and get approval of members by way of special resolution in general meeting for conversion of private limited into public limited
Prepare draft minutes of shareholders’ meeting and for finalisation, send the draft minutes to the chairman of that meeting.
Arrange list of creditors and no objection certificate from all creditors.
Arrange affidavit from directors regarding filing of Balance Sheet and Annual Return for the last 3 years.
File copy of special resolution along with explanatory statements with the Registrar of Companies within 30 days in e-Form MGT 14.
File e-Form INC 27 with the Registrar of Companies together with altered articles of association within 15 days from the date of passing of the special resolution.
After scrutiny, the Registrar of Companies, if satisfied, will issue the certificate of Incorporation pursuant to change of name from private to public company.
Arrange new Permanent Account Number card of the company with new name.
An application in this regard is required to be made to Registrar. The Registrar after being satisfied that all provisions have been complied with, shall close the former registration of the company. After registering the documents relating to conversion, the Registrar shall issue a certificate of incorporation. The conversion of a company shall not affect any debt, liabilities and obligations. Such debt, liabilities, obligation and contracts may be enforced as if there is no such conversion.
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Memorandum of Association and Articles of Association of the Company. Rest of all the documents prepared by MyCompanywala Team and send to you for signing purposes only.
• The liability of shareholders is limited to their shares. Financial risks are a part of business but to be able to minimize them and sustain the business progress is imperative. In an LTD, if due to any reason the company were to be closed the shareholders would not risk losing their personal assets.
• Risk of takeovers is minimized when two shareholders trade shares as the selling and buying of shares is possible only when both parties have given their consent.
• Private limited companies are incorporated; hence it continues to exist even if the owner dies.
• LTD is not obliged to disclose its finances to public, unlike the Public Limited.
• It enjoys less legal restrictions as compared to a Public Limited Company. • There is a necessity to call for a general meeting of members in Public Limited, whereas there is no such compulsion in Private Limited.
• To start a business, the public company needs a certificate of commencement of business after incorporation, whereas a private company can start its business just after receiving a certificate of incorporation.
Ensure that the number of directors and members are 3 and 7 respectively and if they are less, then increase the number of directors by appointing more directors and increase the number of members either by allotment of shares or transfer of shares from existing members.
An issue of bonus shares is referred to as a bonus share issue or bonus issue. A bonus issue is usually based upon the number of shares that shareholders already own. While the issue of bonus shares increases the total number of shares issued and owned, it does not change the value of the company. 1) The source out...... Read More
DEFINITIONOF RIGHT ISSUE ‘Right Issue’ means offering shares to existing members in proportion to their existing shareholding. The object is, of course, to ensure equitable distribution of Shares and the proportion of voting rights is not affected by issue of Fresh shares. A rights issue is an invitation to existing shareholders to purchase additional new shares in the company. This type of issue gives existing shareholders securities called rights. ...... Read More
1. Ensure that a special notice for the removal of a director is furnished by number of members in accordance with the section 115 of Companies Act, 2013 to the company at least 14 days before the meeting at which it is to be moved. 2. (a) Ensure that the notice for removal of a director is for a director other than a director appointed by the Tribunal under section 242 of the Companies Act, 2013. &n...... Read More
Introduction- What is sweat equity shares? Sweat equity shares refers to equity shares given to the company’s employees on favorable terms, in recognition of their work. Sweat equity shares is one of the modes of making share based payments to employees of the company. The issue of sweat equity shares allows the company to retain the employees by rewarding them for their services. Sweat equity shares rewards the beneficiaries by giving them incentives in lieu of their contribution tow...... Read More
INTRODUCTION Private placement can be explained as a means of raising capital by the companies without going for public issues. Public Issues like Initial Public Offering and Further Public Opening are means of raising capital by the companies. DEFINITION A private placement is a sale of stock shares or bonds to pre-selected investors and institutions rather than on the open market. It is an alternative to an initial public offering (IPO) for a compan...... Read More
OPC shall be required to convert itself, within six months of the date on which its paid up share capital is increased beyond fifty lakh rupees and the last day of the relevant period during which its average annual turnover exceeds two crore rupees as the case may be, into either a private co...... Read More
Rule 6 of the Companies (Incorporation) Rules, 2014 as amended vide the Companies (Incorporation) Amendment Rules, 2015, w.e.f. 1-5-2015 provides that where the paid up share capital of an OPC exceeds fifty lakh rupees and its average annual turnover during the relevant period exceeds two crore rupe...... Read More
Section 8(4)(a) provides that a company that has received a licence under the section, shall not alter the provisions of its Memorandum as regards its objects except, with the previous approval of the Central Government [Powers delegated to the Registrar of Companies by Notification No. 1353(E), dat...... Read More
The objective of section 8 of the Companies Act, 2013 is to provide special benefits and privileges to such organisations, which are formed for the following purposes and where it is proved to the satisfaction of the Central Government that a person or an association of persons proposed to be regist...... Read More
By the Companies (Amendment) Act, 2015 effective from 29th May, 2015 the requirement of minimum paid up capital for a private limited company of `1 Lakh and for a public limited company of `5 Lakhs has been removed from the definition of the Companies under section 2(68) and 2(71) of the Companies A...... Read More
It has been provided that the subscriber/member of OPC may at any time change the name of the nominated person by giving notice to the Registrar. It shall be the duty of the subscriber/member of OPC to intimate the company the change, if any, in the name of the person nominated by him by in...... Read More
Any such change in the name of the nominee person in the Memorandum of Association of the OPC shall not be deemed to be an alteration of the memorandum.......
It has been provided that the subscriber/member of OPC may at any time change the name of the nominated person by giving notice to the Registrar. It shall be the duty of the subscriber/member of OPC to intimate the company the change, if any, in the name of the person nominated by him by i...... Read More
The liability of the member of the OPC may be limited or unlimited, and the Memorandum of Association of the OPC shall state,— (i) in the case of a company limited by shares, that liability of its member is limited to the amount unpaid, if any, on the shares held by them; an...... Read More
There is no pre-condition for foreign promoters to furnish local address in India for seeking registration and incorporation of a limited company in India. It was held that there was nothing in the Act or the applicable Rules which requires the foreign promoters to provide a l...... Read More
The digital signatures are required to be registered at the website of the MCA for various category like director, professionals, etc. and need to fill up particulars online at the MCA portal, called roll check. Without complying with the requirement of Roll Check, any documents si...... Read More
The MCA vide the Companies (Amendment) Act, 2017 has inserted new section 3A w.e.f. 9-2-2018, vide Notification No. SO 630(E), dated 9-2-2018 to put liability on all the existing members of the company, in case the company defaults in minimum number of members’ criteria. If at any time the number ...... Read More
Every Form and return prescribed under the Companies Act, 2013 needs to be filed with the digital signature of the managing director or director or manager or secretary of the Company, therefore, it is compulsorily required to obtain digital signatures of at least one director to digitally sign the ...... Read More
As per proviso to section 152(3) of the Companies Act, 2013 no company shall appoint or re-appoint any individual as director of the company unless he has been allotted a Director Identification Number (DIN) under section 154 or such other identification number as the Central Government may prescrib...... Read More
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