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A company which is not a private company is a public company. It should have a minimum paid-up capital as may be prescribed. Note that even the subsidiary of a Public Company will be deemed a Public Company even if its Articles of Association state otherwise.

We can help you with a chart comparing the various company structures on different aspects. You may make an informed opinion after you read this chart.

Under 'Unlimited' liability, a partner’s liability extends to his personal assets. In a 'Limited' liability, the liability is only to the extent of respective partners’ investment in the partnership.

When only One Person is a member of a Company, it is an OPC. The Memorandum of Association of the Company must indicate a nominee who will become the member upon the death of the One Person or in cases where that One Person becomes incapable of entering into a Contract. The Nominee must give a prior written consent in a prescribed form when the Company is being incorporated. The Nominee can be changed.

A Company is a Private Company when: the Articles restricts the right to transfer of shares; and the Articles state that the maximum number of members that the Company can have is 200 Note: The public is not invited to subscribe for any securities of the Company. When many persons hold shares jointly, they are considered as a single member.

If you are forming the Company with charitable objects, this will be governed by S.8 of the new Act. This will be a limited Company. In such a type of Company, ensure that: the object of the company is in promotion of commerce, art, science, sports, education, research, social welfare, religion, charity, protection of environment and other objects of this kind the profits and other income of the company will be used to promote its objects no dividend will be paid to its members First the Central Government has to give its approval in the form of a license. The Company can then be registered through an application to the RoC. Note, any alterations to the MoA and AoA require the Central Government approval.

When a Person subscribes to the MoA (or simply gets his name added) and when the Company is registered or when a Person can hold shares in the Company, or when a Person agrees in writing to become a Member, a Person becomes a Member. The name will be entered in the Register of Members.

An MoA is a document that contains basic information about the Company at the time of incorporation including Name, the Objects of the company, the location, Share Capital and the Liability of its members. The MoA can be altered as and when there are changes to any of the aforementioned details.

An AoA is a document that contains the regulations for the management of the Company. This may include details regarding the Proceedings at general meetings, voting rights, board of directors, proceedings of the Board, etc.

A DIN is a unique number provided to a person who is looking to become a director in the proposed Company.

To alter the charter documents, first, a special resolution needs to be passed. A notice has to be given to the Members informing them of such a vote and the intention for the resolution. A special resolution is said to be passed when the votes cast in favour of the resolution is atleast three times the votes cast against. The alteration should be registered in order to take effect. Note, if you are changing the name of the Company, you would need the approval of the Central Government. If you are private company and if you are turning into a public company, or vice versa, the AoA needs to be changed. Conversion from Public to Private Company requires the approval of the tribunal to take effect. Such a conversion will not affect any debts, liabilities, obligations or contracts incurred or entered into. Once the changes have been incorporated, circulate a copy of the MoA and the AoA to the members.

The name of the Company should not be identical or resemble the name of a company that is already registered, be offensive under any current laws, and be undesirable in the opinion of the Central Government. Additionally, the name should not contain any word or expression which may give the impression that the company is connected with any Government authority. The approval of the Central Government has to be obtained for use of some words and expressions. If you would like to change the name of your company after: fill in a new application form (link) along with the fee. Again get it signed by all the Partners. After 15 days from the date of such change, notify the Registrar along with the order of the Central Government.

After a declaration that is filed by a director of the Company with the RoC that every member has paid the value of shares agreed to be taken by him, is verified by the Registrar. Additionally, the Company must have registered a verification of its registered office with the Registrar. The penalty for failure in submitting the declaration can extend upto Rs. 5000 excluding penalties for individual defaulting members. Note, if such declaration is not filed within 180 days since the day of the incorporation then the Company is even liable to be removed from the Register of Companies.

The essential rules are: Paint or affix its name and address of registered office (in a conspicuous position) on the outside of its every office or place where the business is carried on Name and Address should be in English and in one of the local languages Engrave its name in legible characters on its seal; Print on all its business letters, billheads, letter papers and in all its notices and other official publications the following: Name Address of its registered office Corporate identity number Telephone and fax number E-mail and website addresses Print its name on hundies, promissory notes, bills of exchange and other such documents. If you are an OPC, the words, “One Person Company” should be mentioned in brackets under the name of such company, wherever it is printed, affixed or engraved.

When registered, the MoA and AoA will bind the Company and its members to the same extent as if they respectively had been signed by the Company and each member and contained covenants on its and his part to observe all the provisions of the MoA and AoA. All monies which a member has to pay to the Company under the MoA or AoA will be a debt that he owes to the Company.

Submit the following documents to the Registrar (varies according to the location of your location of your Company) Particulars of every subscriber along with proof of identity Particulars of the first directors of the Company and their interests in other Companies along with their consent to act as directors of the company An address for correspondence till the registered office is established MoA and AoA of the Company signed by all the subscribers A declaration by an advocate or CA or CS or cost accountant that all requirements for registration under this Act have been complied with An affidavit from each of the subscribers and the first directors that he has not been convicted of any offence in connection with the management of the Company or of any breach of duty to the Company The Ministry of Corporate Affairs website has uploaded all the forms online. It also has an instruction kit that specifies as to how you may fill each form.