is defined in section 3(1)(iii) of the Act and it means a company which
has a minimum paid-up capital of one lakh rupees or such higher paid-up
capital as may be prescribed, and by its articles,
right to transfer its shares, if any;
number of its members to fifty (50) not including —
are in the employment of the company; and
having been formerly in the employment of the company, were members of the
company while in that employment and have continued to be members after
the employment ceased; and
invitation to the public to subscribe for any shares in, or debentures of,
the company; and
invitation or acceptance of deposits from persons other than its members,
directors or their relatives ;
Provided that where two or more persons hold one or
more shares in a company jointly, they shall, for the purposes of this
definition, be treated as a single member.
is defined in section 3(1)(iv)
of the Act and it means a company which —
is not a
has a minimum
paid-up capital of five lakh rupees or such higher paid-up capital, as may
is a private
company which is a subsidiary of a company which is not a private company.
is defined in section 617
of the Act and it means any company in which not less than fifty-one per cent
of the paid-up share capital is held by the Central Government, or by any
State Government or Governments, or partly by the Central Government and
partly by one or more State Governments and includes a company which is a
subsidiary of a Government company as thus defined.
As provided by section 620(1) of the Act, the
Central Government may, by notification in the Official Gazette, direct
that any of the provisions of this Act (other than sections 618, 619 and 619A
specified in the notifications:—
Shall not apply to any Government company; or
Shall apply to any Government company, only with such
exceptions, modifications and adaptations, as may be specified in the
" is defined in section 591 of
the Act and it means a company which
outside India and
a place of business within India.
Within 30 days of establishment of such place of business
within India, the Foreign Company is required to submit documents/details
under section 592. Alterations and changes in these documents/details are
required to be notified within 30 days.
The provisions of Section 108C on restrictions of transfer
of shares of foreign companies, sections 118 (right to obtain copies of trust
deed), 124 to 145 (registration of charges), 159 (annual returns to be made by
company), 209 (books of account to be kept by company), 209A (inspection of
books of account of company), 233A (power of Central Government to direct
special audits in certain cases), 233B (audit of cost accounts in certain
cases), 234 to 246 (power of Registrar to call for information, etc.), 295
(loans to Directors), 297 (Board’s sanction to be required in certain
contracts in which Directors are interested), apply to such foreign company.
is defined in section 12(2)(b) of the Act and it
means a company having the liability of its members limited by the memorandum
to such amount as the members may respectively undertake by the memorandum to
contribute to the assets of the company in the event of its being wound up.
Such company could be a "company limited by guarantee and not having share
capital" or a "company limited by guarantee and having a share
The Memorandum and Articles of Association of such companies are as per
Tables C and D of Schedule I of the Act, respectively.
Company" is defined in section 12(2)(c) of the Act and it means a
company not having any limit on the liability of its members. The
liability of a member extends to the whole amount of company’s debts and
liabilities but the member will be entitled to claim contribution from other
members. The Memorandum and Articles of such company is as per Table E of
Schedule I of the Act.
is defined in section 581A of the Act and
it means a body corporate having objects or activities specified in section
581B and registered as Producer Company under this Act.
The objects of the producer company shall relate to all
or any of the following matters, namely—
harvesting, procurement, grading, pooling, handling, marketing, selling,
export of primary produce of the Members or import of goods or services
for their benefit.
Provided that Producer Company may carry on any of the activities
specified in this clause either by itself or through other institution.
including preserving, drying, distilling, brewing, vinting, canning and
packaging of produce of its members.
sale or supply of machinery, equipment or consumables mainly to its
education on the mutual assistance principles to its members and others;
technical services, consultancy services, training, research and
development and all other activities for the promotion of the interest of
transmission and distribution of power, revitalisation of land and water
resources, their use, conservation and communications relatable to primary
producers or their primary produce;
techniques of mutuality and mutual assistance;
measures or facilities for the benefit of members as may be decided by the
activity, ancillary or incidental to any of the activities referred to in
clauses (a) to (i) or other activities which may promote the principles of
mutuality and mutual assistance amongst the members in any other manner;
procurement, processing, marketing or other activities specified in
clauses (a) to (j) which include extending of credit facilities or any
other financial services to its members.
Every Producer Company shall deal primarily with the
produce of its active Members for carrying out any of its objects specified
in this section.
Companies with licence under section 25
Where it is proved to the satisfaction of the Central
Government that an association—
is about to
be formed as a limited company for promoting commerce, art, science,
religion, charity or any other useful object, and
apply its profits, if any, or other income in promoting its objects, and
to prohibit the payment of any dividend to its members, the Central
Government may, by licence, direct that the association may be registered
as a company with limited liability, without the addition to its name of
the word "Limited" or the word "Private Limited".
The association may thereupon be registered accordingly
and on registration shall enjoy all the privileges and (subject to the
provisions of this section) be subject to all the obligations, of limited
Such companies are generally associations, clubs or
chambers of commerce.
The Central Government has conferred powers under
section 25(6) to exempt or modify certain provisions of the Act in
relations to such companies.
Holding & Subsidiary Company
According to Sec. 2(19) "holding company" means a
holding company within the meaning of section 4 of the Act;
According to Sec. 2(47) "subsidiary company" or
"subsidiary" means a subsidiary company within the meaning of Section 4 of the
Sec. 4 of the Act states,
For the purposes of this Act, a company shall, subject to
the provisions of sub-section (3), be deemed to be a subsidiary of
another if, but only if—
controls the composition of its Board of directors; or
that other —
first-mentioned company is an existing company in respect of which the
holders of preference shares issued before the commencement of this Act
have the same voting rights in all respects as the holders of equity
shares, exercises or controls more than half of the total voting power
of such company;
first-mentioned company is any other company, holds more than half in
nominal value of its equity share capital; or
the first-mentioned company is a subsidiary of any
company which is that other’s subsidiary.
Provisions affecting holding subsidiary relationship
as shadow Director (under Sec. 7)
membership of its Holding company (Sec. 42 & 372A)
the part of holding company to furnish certain information to its
shareholders about the subsidiary e.g.Annual Accounts of all the
subsidiaries to be attached with the Annual Accounts of the holding company
of Holding & Subsidiary Company (Sec. 213)
Holding Company’s representatives & members (Sec. 214)
of the affairs of the Subsidiary’s Holding Company (Sec. 239 & 247)
Limited Liability Partnership (LLP)
It may be noted that LLP is not a Company under the
Companies Act, 1956 but it is defined under section 2(1)(n) of the Limited
Liability Partnership Act, 2008 as a "partnership formed and registered under
the Limited Liability Partnership Act, 2008".
LLPs are bound to pay Income Tax under IT Act on lines
similar to general partnerships. They are not required to pay dividend
distribution tax or surcharge.
Vanishing Companies (applicable in case of Public Listed
A Vanishing Company is one which has
Failed to file
returns with Stock Exchange (if listed) & with ROC for 2 years.
None of the
Directors are traceable.
the registered office at the address provided with ROC & Stock Exchange.