NO. 1 COMPANY LAW EXPERT IN KOLKATA | EAST INDIA
There are many aspects of a Company that requires formal processes to be initiated. These include a change in the name or address of the company, a change in the composition of its directors, and key management personnel, and a change in its structure, such as changing from a private to a public limited company or a company to a limited liability partnership. Buyback of Shares and Merger or Amalgamation of Companies are also vast topics that involve complex processes and are subject to a lot of scrutiny.
Helpmybiz has highly experienced Company Secretaries who can assist you in every step along the way in ensuring your company follows every compliance laid down in the Companies Act.
Some of the notable areas in which we can assist are,
Merger & Amalgamation of Companies
Merger & Amalgamation of Companies is done to expand our business, cut competition, etc. This process involves the filing of an application with the Tribunal, conducting a meeting, and passing of the order by Tribunal. As per The Companies Act, two or more small companies, or a holding and its wholly-owned subsidiary company, subject to certain conditions can take the option of Fast Track Merger. There are various implications in this process that require an expert opinion.
Limited Liability
As the name suggests the liability of the partners is limited to the extent of the assets they have contributed to the business. In an unfortunate event, the business has to shut down and settle all accounts, the partners are accountable only to the extent of capital invested by them.
Change in the name or address of the company
You can change the name of the company or the address of the registered office of the Company, whenever required by passing a Board Resolution in a Board Meeting and a Special Resolution by members of the Company. Form INC-22 is filed for changing the address of the company. The new name you select for the company should be unique.
Appointment & Change in Directors & KMP
There are different procedures relating to addition, resignation, and removal of directors as per the Companies Act,2013. Form DIR -12 is filed with particulars of appointment of Directors and Key Management Persons and any changes among them. Please feel free to ask any related questions, we are here to help you.
Different types of company
Small Company
Small company” means a company, other than a public company with-
(i) paid-up share capital not exceeding two crore rupees; and
(ii) turnover as per profit and loss account for the immediately preceding financial year does not exceed twenty crore rupees.
OPC
Section 2(62) of the Companies Act, 2013 defined “one person company” as a company that has only one person as its member.
Any natural person (should not be minor) who is an Indian citizen whether a resident in India or NRI shall be eligible to incorporate a Person Company and appoint a nominee of an OPC.
Other Topics
Conversion of Company to Limited Liability Partnership (LLP)
Businesses sometimes prefer to convert their company to LLP to get more flexibility, lesser compliances and a simpler taxation structure. When profit is declared and tax is paid by the LLP, the distributed income is tax-free in the hands of the partners. On the other hand, the dividend received by the shareholders is taxable. Conversion of a company to LLP is quite complicated and thus requires professional expertise to ensure a smooth transition.
Conversion of Private Co. to Public Co.
By converting a private company into a public company, we become eligible to raise funds from the public through IPO, Debentures, etc. A successful listing on the stock exchange has a positive impact on the brand as well. Apart from this, there is no limit to the number of maximum shareholders in the case of a public company.
Buyback of Shares
Buyback of shares by the company means making an offer to the shareholders for buying back its shares at a price that is generally higher than the current market price. It is done for various reasons such as, the company might be having excess liquidity and currently does not have any good investment options or the market price of the shares of the company may be undervalued. Buyback generally indicates a company is bullish and confident about its future.
Formation of Company for tax benefit purpose
As per section 115 BAB, a new manufacturing or electricity generating domestic company set up and registered on or after 1.10.2019, and one which commences manufacturing or generating electricity on or before 31.03.2023, can opt to pay tax @15% (plus surcharge @10% plus HEC @4%) subject to certain conditions like non-availability of profit-linked deductions and investment-linked deductions, etc. So, companies can be formed for availing of tax benefits but are subject to certain conditions. So, consulting experts before the formation of the company is recommended.
Statutory Registers to be maintained
A Company needs to maintain various statutory registers for any financial year such as;
Register of members: Separate registers for security holders and debenture holders.
Register of directors and Key Management Positions (KMP): It includes details of directors and KMP such as their shareholdings in the company or its holding and subsidiaries etc. including their basic details such as DIN, Name, Surname, etc.
Register of Charges: This Register is maintained in CHG- 7 which includes all the assets upon which charge is created and also includes any modification of Charge.
Valuation to be made of the Company
A company is required to evaluate all its properties, securities, debentures, goodwill, etc., and any other assets to ascertain the true net worth of the company.
The Valuer appointed shall make an impartial, true, and fair valuation of any assets, which may be required to be valued, by exercising due diligence while performing the functions as a valuer so that the valuation is done following the rules as given in the Companies Rules(Registered Valuers and Valuation Rules),2017.
When a company is formed, it brings along with it a lot of responsibilities and Compliances that have to be done by the Management and Employees of the Organisation. HelpMyBiz helps to smoothen out your journey by becoming an extended part of your organization and ensuring that you can complete your company compliances on time.
