Company Law Notes
Subject Overview
Company Law walks through the Companies Act 2013 — the legal backbone of every corporate entity a management graduate will encounter. You'll cover the nature and types of companies, formation and incorporation, the Memorandum and Articles of Association, and the mechanics of share capital and company management (directors, DIN). The paper closes with meetings, winding up, and the role of the NCLT and NCLAT. This is a 6-credit core paper across 4 units, building on Mercantile Law from Semester 5.
Subject at a glance
4
Units
30
Topics
6
Credits
4
Infographics
Unit-wise Syllabus
4 units — open any unit for detailed topic-wise notes, diagrams and important exam questions
- Definition and characteristics of a company
- lifting the corporate veil
- company vs. partnership
- types of companies (one person, small, associate, dormant, producer)
- steps in incorporation
- promoters
- online registration
One Person Company
Single member
Private company
Restricts share transfer
Public company
Shares offered to the public
Small company
Low capital and turnover
Section 8 company
Not-for-profit
Producer company
Owned by primary producers
Study guide
This unit explains a company's legal nature and formation: its characteristics, lifting the corporate veil, company versus partnership, types of company, incorporation steps, promoters and online registration. The Companies Act, 2013 governs these provisions.
- Meaning
- form
- contents and alteration of the Memorandum of Association
- relationship between MOA and AOA
- meaning and statutory requirements of a prospectus
Defines
Company's objects and powers
Internal rules of management
Relationship
Charter: supreme document
Subordinate to MOA
Acts beyond it
Ultra vires, void
Can be ratified by members
Alteration
Difficult, needs approvals
Easier, by special resolution
Study guide
You study the Memorandum of Association (form, contents, alteration), its relationship with the Articles of Association and the meaning and requirements of a prospectus. Learn the clauses of the MOA in order.
- Kinds and alteration of share capital
- ways of raising share capital
- allotment of shares
- classification of directors
- DIN
- appointment
- disqualification
- legal position
- powers and duties
- key managerial personnel
Public issue
IPO or FPO
Rights issue
To existing shareholders
Bonus issue
Free shares from reserves
Private placement
To select investors
Employee stock options
Shares for employees
Study guide
You study share capital (kinds, alteration, ways of raising), allotment of shares, classification of directors, DIN, appointment, disqualification, legal position, powers and duties and key managerial personnel. Learn the disqualifications of directors.
- Types of meetings
- convening and conduct
- postal ballot
- video conferencing
- e-voting
- concept and modes of winding up
- National Company Law Tribunal (NCLT) and Appellate Tribunal (NCLAT)
- special courts
Annual general meeting
Shareholders
Once a year
Extraordinary general meeting
Shareholders
For urgent business
Board meeting
Directors
At least four a year
Class meeting
One class of shareholders
To vary class rights
Study guide
You study types of meetings, convening and conduct, postal ballot, video conferencing, e-voting, winding up and its modes, and the NCLT, NCLAT and special courts. Prepare a table of company meetings with their purpose.
Why Company Law Matters
Company law is vital for careers in company secretaryship, law, audit and corporate management, and for anyone planning to start a company.
How to Prepare for Company Law
- Learn how to register a company step by step.
- Make comparison tables for MOA and AOA and for types of company.
- Study one case of lifting the corporate veil.
Company Law: Frequently Asked Questions
What is a one person company?
A One Person Company (OPC) is a company with a single shareholder, allowing one individual to enjoy limited liability.
What is the role of the NCLT?
The National Company Law Tribunal hears company law matters such as winding up, mergers and disputes.