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Comparison of Provision of Incorporation under CA-2013 and Amendment Proposed by Report of the Company Law Committee (CLC)
| Particular | Original Provision under Companies Act, 2013 | Provision after proposed amendment, if approved. |
| Memorandum 4(1)(c) | The memorandum of a company shall state—the objects for which the company is proposed to be incorporated and any matter considered necessary in furtherance thereof;
|
To amend 4(1)(C) to allow companies to have an option to have a more generic object clause, i.e. ‘to enlarge in any lawful act or activity or business as per the law for the the time being in force’ in the MOA |
| Memorandum
4(4)(i) |
4(5)(i) Upon receipt of an application under sub-section (4), the Registrar may, on the basis of information and documents furnished along with the application, reserve the name for a period of sixty days from the date of the application.
|
To reduce the period of name reservation from 60 to 20 days from the date of approval, and simultaneously, the fees for such reservation to be reduced to Rs. 500 |
| Incorporation of Company 7(1)(c) | an affidavit from each of the subscribers to the memorandum and from persons named as the first directors, if any, in the articles that he is not convicted of any offence in connection with the promotion, formation or management of any company, or that he has not been found guilty of any fraud or misfeasance or of any breach of duty to any company under this Act or any previous company law during the preceding five years and that all the documents filed with the Registrar for registration of the company contain information that is correct and complete and true to the best of his knowledge and belief; | an self declarationfrom each of the subscribers to the memorandum and from persons named as the first directors, if any, in the articles that he is not convicted of any offence in connection with the promotion, formation or management of any company, or that he has not been found guilty of any fraud or misfeasance or of any breach of duty to any company under this Act or any previous company law during the preceding five years and that all the documents filed with the Registrar for registration of the company contain information that is correct and complete and true to the best of his knowledge and belief |
| 12. Registered office of company. | . (1) A company shall, on and from the fifteenth day of its incorporation and at all times thereafter, have a registered office capable of receiving and acknowledging all communications and notices as may be addressed to it. | A company shall, on and from the Thirty day of its incorporation and at all times thereafter, have a registered office capable of receiving and acknowledging all communications and notices as may be addressed to it. |
| Notice of every change of the situation of the registered office, verified in the manner prescribed, after the date of incorporation of the company, shall be given to the Registrar within fifteen days of the change, who shall record the same | Notice of every change of the situation of the registered office, verified in the manner prescribed, after the date of incorporation of the company, shall be given to the Registrar within Thirtydays of the change, who shall record the same | |
| Authentication of documents, proceedings and contracts.
|
Save as otherwise provided in this Act,—
(a) a document or proceeding requiring authentication by a company; or (b) contracts made by or on behalf of a company, may be signed by any key managerial personnel or an officer of the company duly authorised by the Board in this behalf.
|
Save as otherwise provided in this Act,—
(a) a document or proceeding requiring authentication by a company; or (b) contracts made by or on behalf of a company, may be signed by any employee of the company duly authorised by the Board in this behalf. |
| New Section
Effect of number of member falling below minimum required |
a. To provide for consequences of number of members falling below the prescribed minimum i.e. fastening the comtuining members with the liability for all the debts incurred by the Company till the prescribed minimum is restored.
b. Provision to be made for the maximum period of 6 months within which the defaultshall be made good, failing which the violation triggers. |
(Author – CS Divesh Goyal, ACS is a Company Secretary in Practice from Delhi and can be contacted at csdiveshgoyal@gmail.com)
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