Table of Content
- Formation of company
- Memorandum and Articles
- Act to override memorandum, articles
- Incorporation of company
- Formation of companies with charitable objects
- Effect of registration
- Effect of memorandum and articles
- Commencement of business, etc
- Registered office of company
- Alteration of memorandum and articles
- Alteration of memorandum or articles to be noted in every copy
- Rectification of name of company
- Copies of memorandum, articles, etc, to be given to members
- Conversion of companies already registered
- Subsidiary company not to hold shares in its holding company
- Service of documents
- Authentication of documents, proceedings and contracts
- Execution of bills of exchange, etc
Prospectus And Allotment Of Securities
- Public offer and private placement
- Securities and Exchange Board Powers
- Offer of Securities Document
- Matters to be stated in prospectus
- Variation in terms of contract or objects in prospectus
- Offer of sale of shares by certain members of company
- Public offer of securities to be in dematerialized form
- Advertisement of prospectus
- Shelf prospectus
- Red herring prospectus
- Issue of application forms for securities
- Criminal liability for misstatements in prospectus
- Civil liability for misstatements in prospectus
- Punishment for fraudulently inducing persons to invest money
- Action by affected persons
- Punishment for personation for acquisition, etc, of securities
- Allotment of securities by company
- Securities to be dealt with in stock exchanges
- Global depository receipt
- Offer or invitation for subscription of securities on private placement
Share Capital And Debentures
- Kinds of share capital
- Nature of shares or debentures
- Numbering of shares
- Certificate of shares
- Voting rights
- Variation of shareholders' rights
- Calls on shares of same class to be made on uniform basis
- Company to accept unpaid share capital, although not called up
- Payment of dividend in proportion to amount paid-up
- Application of premiums received on issue of shares
- Prohibition on issue of shares at discount
- Issue of sweat equity shares
- Issue and redemption of preference shares
- Transfer and transmission of securities
- Punishment for personation of shareholder
- Refusal of registration and appeal against refusal
- Rectification of register of members
- Publication of authorized, subscribed and paid-up capital
- Power of limited company to alter its share capital
- Further issue of share capital
- Issue of bonus shares
- Notice to be given to Registrar for alteration of share capital
- Reserve share capital by unlimited company on conversion into limited company
- Reduction of share capital
- Restrictions on purchase by company for purchase of its shares
- Power of company to purchase its own securities
- Transfer of certain sums to capital redemption reserve account
- Prohibition for buy-back in certain circumstances
- Debentures
- Power to nominate
Acceptance Of Deposits By Companies
- Prohibition on acceptance of deposits from public
- Repayment of deposits, etc, accepted before commencement of this Act
- Damages for fraud
- Acceptance of deposits from public by certain companies
Registration Of Charges
- Duty to register charges, etc
- Application for registration of charge
- Section to apply in certain matters
- Date of notice of charge
- Register of charges to be kept by Registrar
- Company to report satisfaction of charge
- Power of Registrar in absence of intimation from company
- Intimation of appointment of receiver or manager
- Company's register of charges
- Punishment for contravention
- Rectification by Central Government in register of charges
Management And Administration
- Register of members, etc
- Declaration in respect of beneficial interest in any share
- Investigation of beneficial ownership of shares in certain cases
- Power to close register of members or debenture holders or other security holders
- Annual return
- Return to be filed with Registrar in case promoters' stake changes
- Place of keeping and inspection of registers, returns, etc
- Registers, etc, to be evidence
- Annual general meeting
- Power of Tribunal to call annual general meeting
- Power of Tribunal to call meetings of members, etc
- Punishment for default in complying with provisions of sections to
- Calling of extraordinary general meeting
- Notice of meeting
- Statement to be annexed to notice
- Quorum for meetings
- Chairman of meetings
- Proxies
- Restriction on voting rights
- Voting by show of hands
- Voting through electronic means
- Demand for poll
- Postal ballot
- Circulation of members' resolution
- Representation of President and Governors in meetings
- Representation of corporations at meeting of companies and of creditors
- Ordinary and special resolutions
- Resolutions requiring special notice
- Resolutions passed at adjourned meeting
- Resolutions and agreements to be filed
- Board of Directors Meeting and resolutions passed by postal ballot
- Inspection of minute-books of general meeting
- Maintenance and inspection of documents in electronic form
- Report on annual general meeting
- Applicability of this Chapter to One Person Company
Declaration And Payment Of Dividend
- Declaration of dividend
- Unpaid Dividend Account
- Investor Education and Protection Fund
- Right to dividend, rights shares and bonus shares
- Punishment for failure to distribute dividends
Accounts Of Companies
- Books of account, etc, to be kept by company
- Financial statement
- Re-opening of accounts on court's or Tribunal's orders
- Voluntary revision of financial statements or Board’s report
- Constitution of National Financial Reporting Authority
- Central Government to prescribe accounting standards
- Financial Statement, Board's report, etc
- Corporate Social Responsibility
- Right of member to copies of audited financial statement
- Copy of financial statement to be filed with Registrar
- Internal Audit
Audit And Auditors
- Appointment of auditors
- Removal, resignation of auditor and giving of special notice
- Eligibility, qualifications and disqualifications of auditors
- Remuneration of auditors
- Powers and duties of auditors and auditing standards
- Auditor not to render certain services
- Auditors to sign audit reports
- Auditors to attend general meeting
- Punishment for contravention
- Central Government specifying audit of items of cost for certain companies
Appointment And Qualifications Of Directors
- Company to have Board of Directors
- Selection of independent directors
- Appointment of director elected by small shareholders
- Appointment of directors
- Application for allotment of Director Identification Number
- Allotment of Director Identification Number
- Prohibition to obtain more than one Director Identification Number
- Director to intimate Director Identification Number
- Company to inform Director Identification Number to Registrar
- Obligation to indicate Director Identification Number
- Punishment for contravention
- Right of persons other than retiring directors to stand for directorship
- Appointment of additional director, alternate director and nominee director
- Appointment of directors to be voted individually
- Principle of proportional representation for appointment of directors
- Disqualifications for appointment of director
- Number of directorships
- Duties of directors
- Vacation of office of director
- Resignation of director
- Removal of directors
- Register of directors and key managerial personnel and their shareholding
- Members' right to inspect
- Punishment
Meetings Of Board And Its Powers
- Meetings of Board
- Quorum for meetings of Board
- Passing of resolution by circulation
- Defects in appointment of directors not to invalidate actions taken
- Audit committee
- Nomination and remuneration committee and stakeholders relationship committee
- Powers of Board
- Restrictions on powers of Board
- Company to contribute to bona fide and charitable funds, etc
- Prohibitions and restrictions regarding political contributions
- Power of Board and other persons to make contributions to national defence fund,
- Disclosure of interest by director
- Loan to directors, etc
- Loan and investment by company
- Investments of company to be held in its own name
- Related party transactions
- Register of contracts or arrangements in which directors are interested
- Contract of employment with managing or whole-time directors
- Payment to director
- Restriction on non-cash transactions involving directors
- Contract by One Person Company
- Prohibition on forward dealings in securities
- Prohibition on insider trading of securities
Appointment And Remuneration Of Managerial Personnel
- Appointment of managing director, whole-time director or manager
- Maximum managerial remuneration
- Calculation of profits
- Recovery of remuneration in certain cases
- Central Government or company to fix limit with regard to remuneration
- Forms of, and procedure in relation to, certain applications
- Compensation for loss of office of managing or whole-time director or manager
- Appointment of key managerial personnel
- Secretarial audit for bigger companies
- Functions of company secretary
Inspection, Inquiry And Investigation
- Power to call for information, inspect books and conduct inquiries
- Conduct of inspection and inquiry
- Report on inspection made
- Search and seizure
- Investigation into affairs of company
- Establishment of Serious Fraud Investigation Office
- Investigation into affairs of company by Serious Fraud Investigation Office
- Investigation into company's affairs in other cases
- Security for payment of costs and expenses of investigation
- Firm, body corporate or association not to be appointed as inspector
- Investigation of ownership of company
- Procedure, powers, etc, of inspectors
- Protection of employees during investigation
- Power of inspector to conduct investigation into affairs of related companies, etc
- Seizure of documents by inspector
- Freezing of assets of company on inquiry and investigation
- Imposition of restrictions upon securities
- Inspector's report
- Actions to be taken in pursuance of inspector's report
- Expenses of investigation
- Voluntary winding up of company, etc, not to stop investigation proceedings
- Legal advisers and bankers not to disclose certain information
- Investigation, etc, of foreign companies
- Penalty for furnishing false statement, mutilation, destruction of documents
Compromises, Arrangements And Amalgamations
- Power to compromise or make arrangements with creditors and members
- Power of Tribunal to enforce compromise or arrangement
- Merger and amalgamation of companies
- Merger or amalgamation of certain companies
- Merger or amalgamation of company with foreign company
- Power to acquire shares of shareholders
- Purchase of minority shareholding
- Power of Central Government for amalgamation of companies in public interest
- Registration of offer of schemes involving transfer of shares
- Preservation of books and papers of amalgamated companies
- Liability of officers
Prevention Of Oppression And Mismanagement
- Application to Tribunal for relief in cases of oppression, etc
- Powers of Tribunal
- Consequence of termination or modification of certain agreements
- Right to apply under section
- Class action
- Application of certain provisions to proceedings under section or section
- Registered Valuers
Valuation by registered valuers
- Removal Of Names Of Companies From The Register Of Companies
- Power of Registrar to remove name of company from register of Companies
- Restrictions on making application under section in certain situations
- Effect of company notified as dissolved
- Fraudulent application for removal of name
- Appeal to Tribunal
Revival And Rehabilitation Of Sick Companies
- Determination of sickness
- Application for revival and rehabilitation
- Exclusion of certain time in computing period of limitation
- Appointment of interim administrator
- Committee of creditors
- Order of Tribunal
- Appointment of administrator
- Powers and duties of company administrator
- Scheme of revival and rehabilitation
- Sanction of scheme
- Scheme to be binding
- Implementation of scheme
- Winding up of company on report of company administrator
- Power of Tribunal to assess damages against delinquent directors, etc
- Punishment for certain offences
- Bar of jurisdiction
- Rehabilitation and Insolvency Fund
Winding Up
- Modes of winding up
- Winding up by the Tribunal
- Circumstances in which company may be wound up by Tribunal
- Petition for winding up
- Powers of Tribunal
- Directions for filing statement of affairs
- Company Liquidators and their appointments
- Removal and replacement of liquidator
- Intimation to Company Liquidator, provisional liquidator and Registrar
- Effect of winding up order
- Stay of suits, etc, on winding up order
- Jurisdiction of Tribunal
- Submission of report by Company Liquidator
- Directions of Tribunal on report of Company Liquidator
- Custody of company's properties
- Promoters, directors, etc, to co-operate with Company Liquidator
- Settlement of list of contributories and application of assets
- Obligations of directors and managers
- Advisory Committee
- Submission of periodical reports to Tribunal
- Power of Tribunal on application for stay of winding up
- Powers and duties of Company Liquidator
- Provision for professional assistance to Company Liquidator
- Exercise and control of Company Liquidator's powers
- Books to be kept by Company Liquidator
- Audit of Company Liquidator's accounts
- Payment of debts by contributory and extent of set-off
- Power of Tribunal to make calls
- Adjustment of rights of contributories
- Power to order costs
- Power to summon persons suspected of having property of company, etc
- Power to order examination of promoters, directors, etc
- Arrest of person trying to leave India or abscond
- Dissolution of company by Tribunal
- Appeals from orders made before commencement of Act
Voluntary winding up
- Circumstances in which company may be wound up voluntarily
- Declaration of solvency in case of proposal to wind up voluntarily
- Meeting of creditors
- Publication of resolution to wind up voluntarily
- Commencement of voluntary winding up
- Effect of voluntary winding up
- Appointment of Company Liquidator
- Power to remove and fill vacancy of Company Liquidator
- Notice of appointment of Company Liquidator to be given to Registrar
- Cesser of Board's powers on appointment of Company Liquidator
- Powers and duties of Company Liquidator in voluntary winding up
- Appointment of committees
- Company Liquidator to submit report on progress of winding up
- Report of Company Liquidator to Tribunal for examination of persons
- Final meeting and dissolution of company
- Power of Company Liquidator
- Distribution of property of company
- Arrangement when binding on company and creditors
- Power to apply to Tribunal to have questions determined, etc
- Costs of voluntary winding up
Provisions applicable to every mode of winding up
- Debts of all descriptions to be admitted to proof
- Application of insolvency rules in winding up of insolvent companies
- Overriding preferential payments
- Preferential payments
- Fraudulent preference
- Transfers not in good faith to be void
- Certain transfers to be void
- Liabilities and rights of certain persons fraudulently preferred
- Effect of floating charge
- Disclaimer of onerous property
- Transfers, etc, after commencement of winding up to be void
- Certain attachments, executions, etc, in winding up by Tribunal to be void
- Offences by officers of companies in liquidation
- Penalty for frauds by officers
- Liability where proper accounts not kept
- Liability for fraudulent conduct of business
- Power of Tribunal to assess damages against delinquent directors, etc
- Liability under sections
- Prosecution of delinquent officers and members of company
- Company Liquidator to exercise certain powers subject to sanction
- Statement that company is in liquidation
- Books and papers of company to be evidence
- Inspection of books and papers by creditors and contributories
- Disposal of books and papers of company
- Information as to pending liquidations
- Official Liquidator to make payments into public account of India
- Company Liquidator to deposit monies into scheduled bank
- Liquidator not to deposit monies into private banking account
- Company Liquidation Dividend and Undistributed Assets Account
- Liquidator to make returns, etc
- Meetings to ascertain wishes of creditors or contributories
- Court, Tribunal or person, etc, before whom affidavit may be sworn
- Powers of Tribunal to declare dissolution of company void
- Commencement of winding up by Tribunal
- Exclusion of certain time in computing period of limitation
Official liquidators
- Appointment of Official Liquidator
- Powers and functions of Official Liquidator
- Summary procedure for liquidation
- Sale of assets and recovery of debts due to company
- Settlement of claims of creditors by Official Liquidator
- Appeal by creditor
- Order of dissolution of company
Companies authorized to register under this Act
- Companies capable of being registered
- Certificate of registration of existing companies
- Vesting of property on registration
- Saving of existing liabilities
- Continuation of pending legal proceedings
- Effect of registration under this Part
- Power of Court to stay or restrain proceedings
- Suits stayed on winding up order
- Obligation of Companies registering under this Part
Winding up of unregistered companies
- Winding up of unregistered companies
- Power to wind up foreign companies although dissolved
- Provisions of Chapter cumulative
- Saving and construction of enactments conferring power to wind up partnership firm, association or company, etc, in certain cases
Companies Incorporated Outside India
- Application of Act to foreign companies
- Documents, etc, to be delivered to Registrar by foreign companies
- Accounts of foreign company
- Display of name, etc, of foreign company
- Service on foreign company
- Debentures, annual return, books of account and their inspection
- Fee for registration of documents
- Interpretation
- Dating of prospectus and particulars to be contained therein
- Provisions as to expert's consent and allotment
- Registration of prospectus
- Offer of Indian Depository Receipts
- Application of sections to and Chapter XX
- Punishment for contravention
- Company's failure to comply
Government Companies
- Annual reports on Government companies
- Annual reports where one or more State Governments are members of companies
Registration Offices And Fees
- Registration offices
- Admissibility of certain documents as evidence
- Filing of applications, documents, inspection, etc, in electronic form
- Inspection, production and evidence of documents kept by Registrar
- Electronic form to be exclusive, alternative or in addition to physical form
- Provision of value added services through electronic form
- Application of provisions of Information Technology Act,
- Fee for filing, etc
- Fees, etc, to be credited into public account
Companies To Furnish Information Or Statistics
- Central Government power to furnish information or statistics by companies
Nidhis
- Power to modify Act in its application to Nidhis
National Company Law Tribunal
- Constitution of National Company Law Tribunal
- Qualification of President and Members of Tribunal
- Constitution of Appellate Tribunal
- Qualifications of Chairperson and members of Appellate Tribunal
- Selection of Members of Tribunal and Appellate Tribunal
- Term of office of President, Chairperson and other Members
- Salary, allowances and other terms and conditions of service of Members
- Acting President and Chairperson of Tribunal or Appellate Tribunal
- Resignation of Members
- Removal of Members
- Staff of Tribunal and Appellate Tribunal
- Benches of Tribunal
- Orders of Tribunal
- Appeal from Orders of Tribunal
- Expeditious disposal by Tribunal and Appellate Tribunal
- Appeal to Supreme Court
- Procedure before Tribunal and Appellate Tribunal
- Power to punish for contempt
- Delegation of powers
- President, Members, officers, etc, to be public servants
- Protection of action taken in good faith
- Power to seek assistance of Chief Metropolitan Magistrate, etc
- Civil court not to have jurisdiction
- Vacancy in Tribunal or Appellate Tribunal not to invalidate acts or proceedings
- Right to legal representation
- Limitation
- Transfer of certain pending proceedings
Special Courts
- Establishment of Special Courts
- Offences triable by Special Courts
- Appeal and revision
- Application of Code to proceedings before Special Court
- Offences to be non-cognizable
- Transitional provisions
- Compounding of certain offences
- Mediation and conciliation penal
- Power of Central Government to appoint company prosecutors
- Appeal against acquittal
- Compensation for accusation without reasonable cause
- Application of fines
Miscellaneous
- Punishment for fraud
- Punishment for false statements
- Punishment for false evidence
- Punishment where no specific penalty or punishment is provided
- Punishment in case of repeated default
- Punishment for wrongful withholding of property
- Punishment for improper use of "Limited" or "Private Limited"
- Adjudication of penalties
- Dormant company
- Protection of action taken in good faith
- Non-disclosure of information in certain cases
- Delegation by Central Government of its powers and functions
- Powers of Central Government or Tribunal to accord approval
- Condonation of delay in certain cases
- Annual report by Central Government
- Power to exempt class or classes of companies from provisions of this Act
- Power of court to grant relief in certain cases
- Prohibition of association or partnership of persons exceeding certain number
- Repeal of certain enactments and savings
- Dissolution of Company Law Board and consequential provisions
- Power of Central Government to amend Schedules
- Powers of Central Government to make rules relating to winding up
- Power of Central Government to make rules
- Power to remove difficulties
Apply for Certification
https://www.vskills.in/certification/Corporate-Law-Certification