Company is a voluntary association of persons formed for the purpose of doing business having a distinct name and limited liability. It is a juristic person having a separate legal entity distinct from the members who constitute it, capable of rights and duties of its own and endowed with the potential of perpetual succession. The Companies Act, 1956, states that 'company' includes company formed and registered under the Act or an existing company i.e. a company formed or registered under any of the previous company laws. However, company is not a citizen so as to claim fundamental rights granted to citizens. |
Company is a 'juristic person' and it can file a suit as an 'indigent person' |
An Expression 'person' includes not merely a natural person but also other juridical persons. A company being a juristic person would be represented before a Court of law or any other place by a person competent to represent it. It is enough that the person competent to represent a company presents the application on behalf of the company. Minors, lunatics or person under any disability are also entitled to file a suit either through guardian or the next friend. In such a case it is the guardian or next friend who is competent to represent the petitioner. |
Company is a separate legal entity |
Company is separate legal entity distinct from its shareholders. The major constituents of a company are its members, who are the ultimate owners and its directors. It is an important feature of the company form of business, that there is a gap between the ownership and control over the affairs of the company. In real sense the members are the owners of a company, but it is being managed by the directors who are elected representatives of its members, because it is absolutely necessary for it to have a human agency called as the Company's board of directors. The Board of Directors comprises the directors. |
PNJ Legal Consultants.LLP is committed to help its clients by providing top quality and innovative business solutions by early identification of business risks. For any further queries / details, you can e-mail us or can contact Mr Paras Mittal on Cell no. +91- 09891093302, Email: parascs@gmail.com
Monday, August 29, 2011
What is a Company
Wednesday, July 6, 2011
Time frame in Incorporation
| |||||||||||||||||||
Direct Identification Number (DIN)
1. | Application for allotment of Director Identification Number | ||||||||||||||||
Section 266A inserted by the Companies (Amendment) Act, 2006 which, has been notified by Notification No. G.S.R. 648E dated 19th Oct.’ 2006 and has come into the force w.e.f. 1st Nov., 2006. The new section provides that every- | |||||||||||||||||
| |||||||||||||||||
Every applicant, who has made an application for allotment of Director Identification Number, may be appointed as a director in a company, or, hold office as director in a company till such time such applicant has been allotted Director Identification Number. | |||||||||||||||||
2. | Allotment of Director Identification Number | ||||||||||||||||
Section 266B has been inserted by the Companies(Amendment) Act, 2006, which provides that the Central Government shall, within one month from the receipt of the application under section 266A, allot a Director Identification Number to an applicant. | |||||||||||||||||
3. | Obligation on the Director to intimate Director Identification Number to concerned company or companies | ||||||||||||||||
Section 266D of the Companies (Amendment) Act, 2006 provides existing director shall, within one month of the receipt of Director Identification Number from the Central Government, intimate his Director Identification Number to the company or all companies wherein he is a director. Such intimation is required to be given in Form DIN-2. | |||||||||||||||||
4. | Important feature of Director Identification Number | ||||||||||||||||
| |||||||||||||||||
5. | Formalities to be complied with for appointment of first directors | ||||||||||||||||
In the case of the appointment of first directors of a company, the following formalities must be complied with at the time of incorporation:- | |||||||||||||||||
|
What is Digital Signature
What is a Digital Signature Certificate (DSC)? |
Digital Signature Certificates are electronic format of physical signatures. DSC can be presented electronically to access information or services on the Internet, to prove the identity or to sign certain documents digitally. |
Why is DSC required? |
W.e.f. 16th September 2006 all the documents required to be filed with ROC have to be filed on portal of Ministry of Corporate Affairs at www.mca.gov.in using Digital Signature Certificate. |
Who issues the Digital Signature Certificate? |
A licensed Certifying Authority (CA) issues the digital signature. Various certifying authorities licensed by MCA include TCS, SIFY and MTNL etc. |
Is Director Identification Number (DIN) a pre-requisite to apply for DSC? |
It is not necessary that person should first have DIN number as a pre-requisite to apply for DSC. DSC can be obtained without DIN. But both DSC and DIN are required for filing any documents on portal of MCA. |
What is the validity period of a Digital Signature Certificate? |
The Certifying Authorities are authorized to issue a Digital Signature Certificate with validity or one or two years. |
What is the legal status of a Digital Signature? |
Digital Signatures have legal validity and are admitted in Court of Law for various purposes. |
LIAISON, BRANCH OFFICE PROCEDURES
Q:1 | How can foreign companies open Liaison /Branch office in India? | ||||||||||||||||||||||||||||||||
Ans: |
| ||||||||||||||||||||||||||||||||
Q:2 | What are the permitted activities of Liaison Office/ Representative Office? | ||||||||||||||||||||||||||||||||
Ans: | A Liaison Office (also known as Representative Office) can undertake only liaison activities, i.e. it can act as a channel of communication between Head Office abroad and parties in India. It is not allowed to undertake any business activity in India and cannot earn any income in India. Expenses of such offices are to be met entirely through inward remittances of foreign exchange from the Head Office outside India. The role of such offices is, therefore, limited to collecting information about possible market opportunities and providing information about the company and its products to the prospective Indian customers. A Liaison Office can undertake the following activities in India : | ||||||||||||||||||||||||||||||||
| |||||||||||||||||||||||||||||||||
Q:3 | Can Foreign Insurance Companies / Banks set up Liaison Office in India? | ||||||||||||||||||||||||||||||||
Ans: | Foreign Insurance companies can establish Liaison Offices in India only after obtaining approval from the Insurance Regulatory and Development Authority (IRDA). Similarly, foreign banks can establish Liaison Offices in India only after obtaining approval from the Department of Banking Operations and Development (DBOD), Reserve Bank of India. | ||||||||||||||||||||||||||||||||
Q:4 | What is the procedure for setting up Branch office? | ||||||||||||||||||||||||||||||||
Ans: | Permission for setting up branch offices is granted by the Foreign Exchange Department, Reserve Bank of India, Central Office, Mumbai. Reserve Bank of India considers the track record of the applicant company, existing trade relations with India, the activity of the company proposing to set up office in India as well as the financial position of the company while scrutinizing the application. The application in Form FNC should be submitted to the Reserve Bank through the Authorized Dealer bank. | ||||||||||||||||||||||||||||||||
Q:5 | What are the permitted activities of Branch Office? | ||||||||||||||||||||||||||||||||
Ans: | Companies incorporated outside India and engaged in manufacturing or trading activities are allowed to set up Branch Offices in India with specific approval of the Reserve Bank. Such Branch Offices are permitted to represent the parent / group companies and undertake the following activities in India: | ||||||||||||||||||||||||||||||||
| |||||||||||||||||||||||||||||||||
Normally, the Branch Office should be engaged in the activity in which the parent company is engaged. | |||||||||||||||||||||||||||||||||
Note: |
| ||||||||||||||||||||||||||||||||
Q:6 | Whether Branch Offices are permitted to remit profit outside India? | ||||||||||||||||||||||||||||||||
Ans: | Branch Offices are permitted to remit outside India profit of the branch net of applicable Indian taxes, on production of the following documents to the satisfaction of the Authorized Dealer through whom the remittance is effected : | ||||||||||||||||||||||||||||||||
| |||||||||||||||||||||||||||||||||
Q:7 | What are the documents to be submitted to the AD bank at the time of closure of the Liaison/ Branch Office? | ||||||||||||||||||||||||||||||||
Ans: | At the time of winding up of Branch/Liaison offices, the company has to approach the designated AD Category - I bank with the following documents: | ||||||||||||||||||||||||||||||||
| |||||||||||||||||||||||||||||||||
Q:8 | What is the procedure for setting up Project Office? | ||||||||||||||||||||||||||||||||
Ans: | The Reserve Bank has granted general permission to foreign companies to establish Project Offices in India, provided they have secured a contract from an Indian company to execute a project in India, and i. the project is funded directly by inward remittance from abroad; or ii. the project is funded by a bilateral or multilateral International Financing Agency; or iii. the project has been cleared by an appropriate authority; or iv. a company or entity in India awarding the contract has been granted Term Loan by a Public Financial Institution or a bank in India for the project. However, if the above criteria are not met or if the parent entity is established in Pakistan, Bangladesh, Sri Lanka, Afghanistan, Iran or China, such applications have to be forwarded to the Foreign Exchange Department, Reserve Bank of India, Central Office, Mumbai for approval. | ||||||||||||||||||||||||||||||||
Q:9 | What are the bank accounts permitted to a Project Office? | ||||||||||||||||||||||||||||||||
Ans: | AD Category – I banks can open non-interest bearing Foreign Currency Account for Project Offices in India subject to the following: | ||||||||||||||||||||||||||||||||
| |||||||||||||||||||||||||||||||||
Q:10 | What are the general conditions applicable to Liaison / Branch / Project Office of foreign entities in India? | ||||||||||||||||||||||||||||||||
Ans: | The general conditions applicable to Liaison/Branch/Project Office of foreign entities in India are as under; | ||||||||||||||||||||||||||||||||
|
Subscribe to:
Posts (Atom)