Memorandum of the company under Companies Act, 2013

As per Section 4 of Companies Act, 2013 the memorandum of the a company shall state the following clauses

a) Name of the company should carry last word "Limited" or "Private Limited" in case of public or private limited company respectively. However this clause does not applies to companies registered under  section 8.
b) Situation clause
c) Object clause, objects are need not to divide into main, ancillary
d) Liability clause and
e) Capital clause, incase of one person company , nominee name should mention and he will became member of the company in the event of death of the subscriber.

Formats for MOA is available in Table A, B, C, D, and E in SCHEDULE I as may be applicable to such company.

Maintaining Registers outside the registered office

As per section 94 & 95 of Companies Act, 2013

Registers specified u/s 88 and copies of the annual return maintained u/s 92 shall be kept at registered office of the company.

However, the aforesaid registers can be kept at anyother place in india otherthan registered office in which more than 1/10 th of total members reside and by passing SPECIAL RESOLUTION  by the company.

The registers and copies of all returns shall be open for inspection for Members,Security holders during business hours without paying any fee. If any other persons can inspect registers by paying prescribed fee.

According to Sec 95, registers and returns shall be treated as PRIMA FACIE evidence before court of laws for anything directed or authorised in that documents.

Registers to be maintained under Companies Act, 2013

As per section 88 of the companies act, 2013
1. Every company should keep and maintain the following registers at the registered office of the company:-
(i) Register of members indicating separately each class of equity and preference shareholders.

(ii)Register of debenture holders

(iii) Register of any other securityholders.

2. Register of beneficial owner maintained by depository shall be deemed to be register maintained under this act.

3. If so authorised by AOA a company can maintain a separate register outside india called foreign register containing names and particulars of members, debenture holders or beneficial owners residing outside india.

Forms under Companies Act 2013

39 new forms from 14/04/2014 plz read the same

First new form name is given then its purpose is mentioned and corresponding old forms details which we use to file

1.       INC-1 Application for reservation of name – old form  1A

2.       INC-2 OPC- Application for Incorporation - New form

3.       INC-3 OPC- Nominee consent form - New form

4.       INC-4 OPC- Change in Member/Nominee - New form

5.       INC-5 OPC- Intimation of cessation - New form

6.       INC-6 OPC- Application for Conversion - New form

7.       INC-7 Incorporation of Co. (Other than OPC) 1

8.       INC-18 Application to Regional director for conversion of section 8 co.

into any other kind of co. - New form

9.       INC-20 Intimation to Registrar of revocation/surrender of license issued u/s 8  - New form

10.   INC.21 Application for commencement of business old form  19, 20

11.   INC-22 Notice for situation or change of situation of registered office old form 18

12.   INC-23 Application to Regional director for approval to shift the registered office from one state to another state or from jurisdiction of one registrar to another within the state - old form 1AD,24AAA

13.   INC-24 Application for change of name old form -  1B

14.   INC-27 Conversion form Pvt. To public or vice-versa old forms -  1B, 62

15.   INC-28 Notice of order of the Court or Tribunal or any other competent authority - old form 21

16.   PAS-3 Return of allotment - old form 2

17.   SH-7 Notice to Registrar for alteration of share capital - old form 5

18.   SH-8 letter of offer - New form

19.   SH-11 Return in respect of buy back of securities - old form 4C

20.   CHG-1 Application for registration of creation or modification of charge (other than debentures) - old form 8

21.   CHG.4 Particulars of satisfaction of charge - old form 17

22.   CHG-6 Notice of appointment or cessation of receiver or manager - old form 15

23.   CHG-9 Application for registration of creation or modification of charge in case of debentures - old form 10

24.   MGT-14 Filing of Resolutions and agreements to the Registrar under section 117 - old form 23

25.   DIR-3 Application for allotment of Director Identification Number - old form  DIN 1

26.   DIR-5 Intimation of change in particulars of Director to be given to the Central Government  - old form DIN 4

27.   DIR-7 Notice of resignation of a director to the Registrar - NEW FORM

28.   DIR-8 Particulars of appointment of directors and the key managerial personnel and the changes among them - Form 32, 32AD

29.   MR-1 Return of appointment of managing director or whole time director or manager - Form 25C

30.   MR-2 Form of application to the Central Government for approval of appointment or reappointment and remuneration or increase in remuneration or waiver for excess or over payment to managing director or whole time director or manager and commission or remuneration to directors - old form 25A

31.   URC-1 Application by a company for registration under section 366 - Old Form 37, 39

32.   FC-1 Information to be filed by foreign company - old form  44

33.   FC.2 Return of alteration in the documents filed for registration by foreign company - old form 49, 52

34.   FC.3 List of all principal places of business in India established by foreign company - old form 52

35.   FC.4 Annual Return - old form  PTII

36.   ADJ Memorandum of Appeal New form  - new form

37.   MSC-1 Application to ROC for obtaining the status of dormant company - new form

38.   MSC-3 Return of dormant companies -  New form

39.   MSC-4 Application for seeking status of active company - new form

Quorum of the general meetings under Companies Act 2013

As per Section 103 of companies act, 2013, The Quorum for general meetings:

In case of public company, quorum shall be as follows:

1. Five members personally present if total number of members as on general meeting is less than 1000.

2. Fifteen members personally present if total number of members as on general meeting is morethan 1000 but upto 5000.

3. Thirty members personally present  if the total number of members exceeds 5000 as on date of such convened meeting.

In case of private company:

Two members personally present is enough.

Note: above number of members personally present for want to quorum shall be increased subject to approval only.

Articles of Association of the Company can mention higher number of members for want of quorum than it is given in sec 103.

Maximum Number of directorships under Companies Act, 2013

As per section 165 of Companies Act, 2013

After notifying this section, a person  can hold office as a director in 20 companies maximum.

1. In the aforesaid limit he/she can hold office maximum in 10 public ltd companies.

2. For counting public ltd companies, even pvt ltd companies also taken for count if it is subsidiary or holding of public ltd company.

3. For calculating maximum limit alternative directorships also be counted.

4. Any person is in director if any person is already a director more than the above specified limit, then he/she has to regularise his directorship within one year from the commencement of this Act.

Using 'national' in the name

  Use of word "NATIONAL" in the name of companies or Limited Liability Partnership: MCA has been clarified on 11/02/2014 that no company or LLP should be allowed to be registered with the word ‘National’ as part of its title unless it is a government company and the Central / State government(s) has a stake in it.

Here is the MAC circular : http://www.mca.gov.in/Ministry/pdf/General_Circular_2_2014.pdf