Welcome to the Session on

The Companies Act , 1994

A. N. K. Mizan

Companies Act
Part I(1-3) II(4-29) III(30-76) Contents Preliminary Constitution and Incorporation /MoA/AoA Share Capital, Registration of Unlimited Company as Limited and Unlimited Liability of Directors Management and Administration

IV(77-233)

V(234-346) Winding Up
VI(347-350) Registration Office and Fees

Companies Act
Part VII(351-353) Contents Application of Act to Companies Formed under Former Companies Act VIII(354-370) Companies Authorized to be Registered IX(371-377) X(378-392) Winding up of Unregistered Companies Foreign Companies Registration

XI (393-404) Supplemental

Companies Act
1 Short Title: The Companies Act,1994

2 Definitions: Company/Director/Managing Director/

Private Company/ Public Company

Companies Act
Public Limited Company
Minimum number of member is 7 and the maximum number is unlimited.

Private Limited Company

Minimum number of members is 2 and maximum 50.

At least 3 directors Statutory meeting and report is mandatory.

An audit firm must audit financial statement. Its financial statement is open for public disclosure. It has no restriction in transferring of shares. Certificate of commencement is required to start business operation.

At least 2 directors. It is not required.

It is not mandatory. It is not open for public disclosure. It restricts to transfer of shares. Certificate of incorporation is sufficient to start business operation.

Companies Act
5. Memorandum of Association - Companies Limited by Shares - Companies Limited by Guarantee - Unlimited Companies 6. Memorandum of Company Limited by Shares -Name of the Company - Address of the registered office - Objects of the Company - Limited Liability - Share Capital Amount and Number of Shares - Each subscriber of the MoA shall take at least one share - Each subscriber shall write opposite to his name the number of share he takes

Companies Act
9. Printing and Signature of Memorandum 11. Name of the Company and Change of Name 17. Articles of Association: Provisions for Regulating the Affairs of the Company Share/ General Meeting/ Power of Directors/Accounts/Audit Types of Shares of a Public Limited Company Ordinary Share/ Equity Share Preference Share Cumulative and Non Cumulative PS Participating and Non-participating PS Redeemable and Irredeemable PS

Companies Act
77. Registered Office of a Company 78. Publication of name by a limited company 79.Penalties for non-publication of name 80. Publication of authorised capital and paid up capital 81. Annual General Meeting 82. Penalties for default in complying sec(81)

Companies Act
83. Statutory meeting and statutory report 84.Calling a extra ordinary General Meeting 90. Directors Obligatory 94. Disqualification of Directors - Person of Unsound Mind - Insolvent -Minor 96. Meeting of the Board

Companies Act
109. Restriction on Managing Director 110. MD not to be appointed for more than 5 years at a time 181. Books to be kept by company - All sums of money received and expended by the company
- All sales and purchases of goods by the company - The assets and liabilities of the company 183. Annual Balance Sheet 184. Boards Report 195. Investigation of Affairs of Company by Inspectors

Companies Act
234. The winding up a company may be either - by the Court or - Voluntary or - subject to the supervision of the court .

Winding up by Court
241. A company may be wound up by the court

If the company has by special resolution resolved that the company be wound up by the court or If default is made in filing the statutory report or in holding the statutory meeting or If the company does not commence its business within a year from its incorporation or suspends its business for a whole year or If the number of members is reduced in the case of a private company below 2 or in the case of any other company below 7 or If the company is unable t o pay its debt or If the court is of opinion that it is just and equitable that the company should be wound up.

Voluntary Winding up 286

Any time specified in the AOA passes out Special Resolution Extra ordinary resolution

Creditors Voluntary Winding up

(298) Meeting of the creditors (299) Appointment of the Liquidator (300) Appointment of the committee of insoection

Thank You All