The rule of incorporation of a private limited company is considerably same with that by incorporating a public limited company registration. Which is described under the following exceptions :
The incorporation of a private limited company
(i) There should be atleast be 2 subscribers in pace of 7.
(ii) There should be at least two proposed directors in place of three.
The provisions of section 2 (68) of the 2013 act, should however, be carefully noted. While drawing up articles of association (AOA) of a private limited company. It contains the registration of restrictions over the right to transfer shares limiting. The number of members to 200 members, and prohibiting any invitation to subscribe for any securities of the company in the articles. Only in Chennai and Coimbatore have Registrars of Companies (ROC) to register their company registration.
The memorandum of association (MOA) and articles of association (AOA) drafted suitably for a private limited company registration.
(a) For contents and form of memorandum. It is refer to schedule I to the 2013 act read with sections 4 and 5 of the 2013 act.
(b) For both memorandum and articles should be printed.
(c) While drafting ensure that MOA and AOA are divided into paragraphs numbered consecutively.
If you plan to incorporate a private limited company registration that act is to be a subsidiary of a public limited company. It will be processed as a public limited company. This is so even where such subsidiary company continues to be a private limited company registration under this act. The private and public limited company registration. If the company registration may placed in Salem and Madurai. They have also contacted their Registrars of Companies (ROC) in Chennai and Coimbatore.
Private limited company with preference shares only ?
(i) While incorporating a private limited company with preference shares only. Where those preference shares having voting rights. It will keep in mind with that provisions of section 47 of the 2013 act. This act regarding voting rights, including that of preference shares. Under the provisions of sections 85, 86,87,88,89 of the 1956 act had been discussing the preference shares and voting rights of the holders.
(ii) After the registration of private limited company does not become a subsidiary of a public limited company.
(iii) The same registration procedure is given in topic 2 ” Do you wish to incorporate a private limited company registration?” For incorporating a private limited company with preference shares only with voting rights. Only a private limited company can have such a capital clause.
(iv) While drafting the memorandum of association (MOA). See that only preference shares of a fixed dividend are mentioned in the capital clause.
(v) While drafting the articles of association (AOA) see that only preference shares with fixed dividends are mentioned. Under the heading “capital” but also the fact that such preference shares will carry voting rights mentioned under the heading “voting rights”.
(vi) Ensure that a private limited company with preference shares only can be incorporated. But, there also should be some equity shares for the purpose of giving preference to the preference shareholders. So issued over and above the equity shareholders.
(vii)The provisions of section 43 of the 2013 act which corresponds to section 86 (a) of the 1956 act. Which allow all registration companies limited by shares to have equity share capital of two types namely with voting rights or with differential rights as to dividend, voting or otherwise to be issued in accordance with the company (share capital and debentures) rules, 2014.
Incorporate a company limited by guarantee ?
The procedure of company registration or incorporation is limited by guarantee is the same as that of a public limited company or a private limited company, limited by shares as described under the topic 1 and 2. The members of the company may change the assets of the company. It is termed as a company limited by guarantee.
In the memorandum of association (MOA) of such a company. The clause V stating the amount of guarantee will have to be added in addition to the other necessary conditions. Similarly, in the articles of association (AOA) of such a company. An article stating the number of members with which the company registration is to be proposed. It must be included that company registration is to be proposed. In case of a private limited company, the number of members should be restricted to 200 members.
A company limited by guarantee may be a company. The company has with a share capital or without a share capital. The company registration may be a private limited company registration or public limited company registration of this incorporation rules. There should be four types of company limited by guarantee and they are:
- (i) It may be without a share capital and be a private limited company
- (ii) It may be without a share capital and be a public limited company
- (iii) It may be with a share capital and be a private limited company
- (iv) It may be with a share capital and be a public limited company
- Get the MOA and AOA suitably drafted.
- If the proposed company limited by guarantee is not having a share capital. It is to be incorporated as a public limited company.(Registration offices and fees) rules, 2014.
- If a company without a share capital limited by guarantee It is also to be a private limited company.
(a ) Add the word ” Private” in the name clause in addition to other things stated.
(b) Add the provisions of section 2 (68) of the 2013 act.
(c) The subscribers to the MOA are minimum 2 and maximum number of members are restricted to 200.
1.If the proposed company limited by guarantee is having. A share capital and is to be incorporated as public limited company.
2. If a company with a share capital limited by guarantee It is also to be a private limited company.
(a) Add the word “Private” in the name clause.
(b) Add the provisions of section 2 (68) in its articles of association.
(c) The subscribers to the memorandum of association are minimum 2 and maximum 200.
3. Where the company is not having a share capital. The company registration fees are to be paid according to the number of members. The minimum of which is Rs, 2000 for company registration and a maximum of Rs. 1000 for company registration. (Registration offices and fees) rules, 2014.The company registration may placed in Salem and Madurai. The above places may have also contacted their Registrars of Companies (ROC) in Chennai and Coimbatore for their company registration. But, the registration of cost may be varied for their places.
