Companies Act 2013

Private Limited Company is one of the most popular forms for carrying the business in India. It is formed under the Companies Act, 2013 (previously Companies Act, 1956). A Company is a separate legal entity distinct from its members. The day to day affairs and management is handled by the Board of Directors. Board of Directors acts as governing body of the Company. Board of Directors is a group of individuals elected by the shareholders to manage the affairs of the Company. Directors are the representatives of the Company as well as of the shareholders. They are directly accountable to the shareholders for carrying out the management responsibilities and provide a report to shareholders on the operations, future growth and plan and strategies of the Company. Being a Director of the Company, one should keep several things in mind. Understanding the roles and responsibilities should be the first task of Directors when appointed. They must ensure that the Company does everything that it is obliged to do by law and the decisions they make are in the best interest of the Company. Companies Act, 2013 has also increased the responsibilities of Directors, irrespective of whether they belong to small private company or a listed one, as reporting compliances and penalties have been increased in the new Act.  Who can be a Director? Only an individual can be appointed as a Director. A corporate, association, firm or other body cannot be appointed as a Director. There is no specific qualification required to be a Director. However a person shall not be eligible for appointment as Director if: He is of unsound mind he is an undischarged insolvent he has applied to be an insolvent he has been convicted by a court of any offence (imprisoned for at least 6 months and 5 years has not elapsed) The Court or Tribunal has passed an order disqualifying him for appointment as Director He has not paid any calls in respect of any shares of the company held by him He has been convicted of the offence dealing with related party transactions in preceding 5 years Appointment It is generally up to the members to appoint the Directors in General Meeting. In some cases, Directors can be appointed in Board Meeting. For appointing as a Director, Director Identification Number (DIN) is required to be taken. When a Director is appointed, intimation in Form DIR -12 to Registrar of Companies must be given within 30 days of appointment. Cessation Office of Directors can be vacated in various circumstances such as death, resignation, removal, disqualification etc. Regardless of manner of vacation, Registrar of Companies must be intimated in form DIR- 11 (by Director and this form is optional now) and DIR-12 (by Company) within 30 days of cessation. Office of Directors will also be vacated in case of non attending of board meetings for a period of one year.   Number of directorship There is a limit for Directorship. A person can be a Director in maximum of 20 Companies. (including alternate Directorship).However, the Maximum limit for appointment as Director in Public Companies (including its holding or subsidiary company) is 10 out of the aforesaid limit of 20 Companies. Further directorship in foreign companies is not included in the aforesaid limits. Powers and Accountability Powers -Powers of Directors to act on behalf of the Company are collective. Individual Director do not have authority to exercise the power unless specifically delegated. Directors’ power may be defined by the Act, Memorandum and Articles of Association, by the members in the general meeting. The Company is bound by the act of the Directors. Accountability-Generally Directors are not liable for the debts of the Company. However they will be personally liable if they act outside their authority or in breach of their duties or in circumstances amounting to fraudulent or wrongful. Duties and Responsibilities Directors have a number of responsibilities under the Companies Act, 2013, non compliance of which give rise to the fine, disqualification or even imprisonment also. These are as follows:  1.     Maintaining Books of Accounts-Maintenance of books of accounts would mean books maintained by the company to record the specified financial transaction. Every company is required to prepare books of accounts and other relevant books and papers for every financial year. It shall be prepared on accrual basis and shall give a true and fair view of the affairs of the Company. These books may be kept in electronic mode. Such books of accounts and other relevant papers are generally kept at the registered office. However these can be kept at any other place in India with the approval of Board of Directors and intimation in prescribed form will be given to Registrar of Companies within 7 days of such decision. 2.     Board Meetings-Directors must ensure that board meeting are held on a regular basis and records are kept of decisions made thereat. Directors should meet at least four times in each calendar year (with a maximum gap of 120 days between two meetings). Further one meeting in each quarter shall be conducted. Board meeting can be held anywhere and  at any time( on sunday as well). The quorum for the Board Meeting shall be at least 2 directors or 1/3rd of the total number of directors, whichever is higher. Quorum means the minimum number of Directors whose presence is necessary for holding the Meeting. The Notice for the date and purpose of the meeting should be given to each Director at least 7 days in advance from the date of the meeting. The discussions of the meeting need to be drafted and recorded in the form of “Minutes of Board Meeting” and maintained at the Registered Office of the Company. It is also required to disclose the number of meetings held during each financial year in Directors Report. 3.  Shareholders Meetings-Shareholders’ meetings can be called by the Directors or in certain circumstances by the shareholders. Every Company is required to hold an Annual General Meeting (AGM) of its shareholders once in every year. However extra ordinary General Meeting can be called whenever is required. It can be

A Company is a legal entity made of association of people having the same goal or purpose. A company doesn’t have any physical appearance but to run its work and affairs some natural persons are required. There could be a number of people but director are specially appointed by shareholders to manage the day to day affairs of the company. As per Companies Act 2013, every individual, who is the director of a company or who wants to be a director in a company needs to obtain the Director Identification Number (DIN). E-Form Purpose of Form Timeline Last Date to File Remark DIR-3 KYC KYC of Directors Annual Compliance 30th September 2024 Every individual who holds DIN as on 31st March 2024 and who has not filed DIR 3 KYC form previously or there is a change in email id and mobile number. DIR-3 KYC Web KYC of Directors Annual Compliance 30th September 2024 Every individual who have previously filed form DIR-3 KYC and there is no change in email id and mobile number. What is DIN Number and Where is DIN Used? DIN is a unique Director identification number allotted by the Central Government to any person intending to be a Director or an existing director of a company.   It is an 8-digit unique identification number which has a lifetime validity. Through DIN, details of the directors are maintained in a database. DIN is specific to a person, which means even if he is a director in 2 or more companies, he has to obtain only 1 DIN. And if he leaves a company and joins some other, the same DIN would work in the other company as well. Director Identification Number or DIN (MCA) is an 8-digit unique identification number, which is allotted by the central government to each individual who wants to be a director of any company or who already is a director of any company. Once allotted the DIN number has lifetime validity. With the DIN number government also maintain a database of all the director. An individual can have only one DIN but he can be the director of 2 or more companies. How to Apply for Allotment of DIN Number? The Procedure to apply for allotment of DIN number is very simple. First of all go through Section 153 of the Companies Act, 2013 and Rule 9 of the Companies Rules 2014, which provides the provision for applying for allotment of DIN number in MCA. Go Through the Following Procedure and Apply with DIN Application: First of all, go to the Ministry of Corporate Affairs (MCA) website i.e. http://www.mca.gov.in/ Now navigate to Home > MCA Services On the next page, find the E-Filing section and then click on ‘Company Forms Download’ On Next Page find Form DIR-3 under DIN Forms Section and Download it Now after downloading the form, fill it with all the asked details and attach a copy of each document listed below: Latest Photograph Government Approved Identity proof Proof of residence Specimen signature duly verified Once check the filled form and all the attachment again, and then sign the required documents using Digital Signature Certificate (DSC) Now, these documents have to be verified digitally by the director or Company Secretary or Manager, and CEO/ CFO of the company Now submit the form with the prescribed fees as per the official instruction How is DIN Number Allotted? The central Government and its delegated authority process and authenticate the received Form DIR-3. Among other things, they consider the rules given in Section 154 of the Companies Act, 2013 and Rule 10 of the Companies Rules 2014 (Appointment and Qualification of Director) when considering DIN number allotment to an applicant. By considering these rules and provisions the form will be processed and the DIN number will be allotted within a month. The central Government and its delegated authority to accept or reject the form and in the same matter, they communicate with the applicant using the electronics or any other medium of communication. Central Government Communicate t How to Make Changes in the DIR-3 Form? Whenever there are changes in the details provided in Form-DIR-3., the person has to inform the central government by filling the form Form-DIR-6. Download and fill the Form DIR 6 Now verify it using a Digital Signature Certificate (DSC) Get it digitally signed by the practicing CA or CS or CMA Submit it as per the given instructions Other Provisions Related to DIN: Within one month from receiving Director Identification Number, the director has to intimate about it to all the companies where he is working as a director. After receiving DIN from the director the company respected company has to intimate about the DIN of the director to the Registrar of Company within 15 days. If the director or company fails to comply with these provisions within the time period, then it will be considered a contravention of the law and the responsible party will be liable to punishment under the act Practice area’s of B K Goyal & Co LLP Income Tax Return Filing | Income Tax Appeal | Income Tax Notice | GST Registration | GST Return Filing | FSSAI Registration | Company Registration | Company Audit | Company Annual Compliance | Income Tax Audit | Nidhi Company Registration| LLP Registration | Accounting in India | NGO Registration | NGO Audit | ESG | BRSR | Private Security Agency | Udyam Registration | Trademark Registration | Copyright Registration | Patent Registration | Import Export Code | Forensic Accounting and Fraud Detection | Section 8 Company | Foreign Company | 80G and 12A Certificate | FCRA Registration |DGGI Cases | Scrutiny Cases | Income Escapement Cases | Search & Seizure | CIT Appeal | ITAT Appeal | Auditors | Internal Audit | Financial Audit | Process Audit | IEC Code | CA Certification | Income Tax Penalty Notice u/s 271(1)(c) | Income Tax Notice u/s 142(1) | Income Tax Notice u/s 144 |Income Tax Notice u/s 148 |

When setting up a company in India, one of the earliest and most critical decisions you will face is selecting a suitable company name. Your chosen name holds significant weight as it serves as the initial representation of your brand. Opting for a company name that sticks in the minds of potential customers is paramount. A unique, engaging, and easily memorable company name holds the potential to attract more attention compared to a less captivating alternative. Furthermore, reserving the company name marks the initial phase of the online company registration procedure.  Choosing the Perfect Business Name When picking a name for your business, clarity, and specificity are key. Avoid using terms that banks and lenders perceive as high risk, and opt for simplicity and clarity instead. Let the name speak for itself. Remember, your business name can have an impact when seeking funding from banks. Banks tend to approach high-risk companies with caution. However, we have strategies to navigate these challenges while maintaining compliance and ethical practices. To ensure a unique name, conduct a search on your Secretary of State’s website or through a business search. While it’s important to choose a name that aligns with your business’s growth, don’t let this decision hinder your progress. Remember, it’s just a name, and getting stuck on it can impede your journey. When starting a business, registering an official business entity is crucial. Choose from three main types: C-Corp, S-Corp, or LLC. The ideal entity depends on your specific business and financial situation. Consulting with a CPA can provide guidance in making the right choice. When opening a business bank account, keep in mind that in-person setup is often required by banks. Therefore, it’s advisable to set up your corporation in the same state where you plan to open the account. For potential tax advantages, you can establish a holding/funding corporation in one state and an operating corporation in another with more favorable tax laws. This allows you to benefit from tax advantages while still being able to open a bank account in your desired state. Maintaining consistency is crucial throughout the application process. Use the same address, phone number, and email to facilitate identity verification by the bank. When setting up your corporation, aim to minimize expenses. Utilizing services like Inc File can help keep costs down. Why Choosing the Right Name for Your Company is Important? First Impression: The company name is often the first thing people learn about your business, creating an initial impression that can influence their perception. Brand Identity: A well-chosen name helps establish a solid and memorable brand identity in customers’ minds. Reflects Values: The name can reflect your company’s values, mission, and the nature of your products or services. Customer Attraction: An appealing name can attract potential customers and generate interest in your offerings. Memorability: A catchy and memorable name makes it easier for customers to remember your business, increasing the chances of repeat business. Differentiation: A unique name sets you apart from competitors and prevents confusion in the marketplace. Communication: The name can communicate essential information about your business, such as industry, specialty, or approach. Online Presence: A relevant and distinct name enhances your online presence and makes it easier for customers to find you online. Word of Mouth: A good name is more likely to be shared through word of mouth, contributing to organic marketing. Legal Considerations: Choosing a name that doesn’t infringe on existing trademarks or companies helps avoid legal issues. Long-Term Impact: The chosen name will likely stay with your business for a long time, so making the right choice is crucial. Marketing and Advertising: An effective name can make marketing and advertising efforts more compelling and resonant. Global Appeal: If you have plans for international expansion, a name that works well in various languages and cultures is beneficial. Employee Engagement: A firm name can resonate with employees, contributing to a sense of pride and unity within the company. Customer Trust: A professional and relevant name can instill trust and credibility in potential customers. Adaptability: Consider how the name can adapt as your business evolves or diversifies its offerings. Search Engine Optimization (SEO): A relevant name can improve your website’s search engine ranking and visibility. Elevator Pitch: A good name can serve as a mini “elevator pitch,” quickly conveying your business’s essence to others. Emotional Connection: A well-chosen name has the potential to create an emotional connection with customers. Cohesiveness: The name should align with your overall brand strategy and messaging. Future Opportunities: A thoughtful name opens doors for potential partnerships, collaborations, and expansion. Ease of Communication: A clear and easy-to-pronounce name simplifies communication with customers, partners, and stakeholders. Resonance with Target Audience: Consider how the name resonates with your target audience and their preferences. Overall Brand Experience: The name contributes to customers’ overall experience with your brand. Guidelines for Different Types of Companies Private Limited Company- If you plan to register a private limited company, the character must conclude with “Private Limited.” For instance, if your company is named “XYZ Innovations,” the complete title would be “XYZ Innovations Private Limited.” One Person Company (OPC)- When pursuing OPC registration, the name should end with “OPC Private Limited.” For example, if you decide on “ABC Technologies,” your OPC’s full name would be “ABC Technologies OPC Private Limited.” Limited Liability Partnership (LLP)- Opting for an LLP structure necessitates the firm name to conclude with “LLP.” Suppose you select the word “Bright Solutions”; your LLP’s title would be “Bright Solutions LLP.” Section 8 Company- Section 8 companies are primarily established for charitable or non-profit endeavors. Permissible names may include terms like “Association,” “Foundation,” or “Institution.” For instance, suggesting the title “Global Education Foundation” would align with the prescribed naming regulations. What Not to Include No Government Connections: Only make it seem like the government is involved with your company if you have permission. Stay Away from Illegal Stuff: Don’t use words that suggest you’re doing anything against the law. Don’t Mislead People: Make sure your name doesn’t trick people into thinking your business does something it doesn’t. Respect Other People’s Ideas: Don’t copy names or ideas that belong to someone else. Be

The Companies (Amendment) Bill 2019 was passed by the Lok Sabha. It introduced some changes to the Companies Act 2013. It amends the laws related to Indian companies.  Companies Act 2013 The Companies Act 2013 regulates the formation and functioning of corporations or companies in India. The first Companies Act after independence was passed in 1956, which governed business entities in the country. The 1956 Act was based on the recommendations of the Bhabha Committee. This Act was amended multiple times, and in 2013, major changes were introduced. By Section 135 of the 2013 Act, India became the first country to make corporate social responsibility (CSR) spending mandatory by law. Currently, the Ministry of Corporate Affairs is administering the following Central government Acts: Companies Act 2013 Companies Act 1956 (some provisions of this Act still apply) Competition Act 2002 Insolvency & Bankruptcy Code, 2016 Chartered Accountant Act 1949 The Companies Act 2013 has replaced the 1956 Act. Detail   Companies Act 1956 Companies Act 2013 Parts  13 NA Chapters  26 29 Sections  658 470 Schedules  15 7 Salient Features of the Companies Act 2013 It has introduced the concept of ‘Dormant Companies’. Dormant companies are those that have not engaged in business for two years consecutively. It introduced the National Company Law Tribunal. It is a quasi-judicial body in India adjudicating issues concerning companies. It replaced the Company Law Board. It provides for self-regulation concerning disclosures and transparency rather than having a government-approval-based regime. Documents have to be maintained in electronic form. Official liquidators have adjudicatory powers for companies having net assets of up to Rs.1 crore. The procedure for mergers and amalgamations has been made faster and simpler. Cross-border mergers are allowed by this Act (foreign company merging with an Indian company and reverse) but with the permission of the Reserve Bank of India. The concept of a one-person company has been introduced. This is a new type of private company which may have only one director and one shareholder. The 1956 Act required at least two directors and two shareholders for a private company. Having independent directors has been made a statutory requirement for public companies.  For a prescribed class of companies, women directors are mandatory. All companies should have at least one director who has been a resident of India for not less than 182 days in the last calendar year. The Act provides for entrenchment (applying extra-legal safeguards) of the articles of association. The Act mandates at least 7 days of notice for calling board meetings. In this Act, the duties of a Director have been defined. It has also defined the duties of ‘Key Managerial Personnel’ and ‘Promoter’. For public companies, there should be a rotation of audit firms and auditors. The Act also prevents auditors from performing non-audit services to the company. In case of non-compliance, there is substantial criminal and civil liability for an auditor. The whole process of rehabilitation and liquidation of the companies in the case of the financial crisis has been made time-bound. The Act makes it mandatory for companies to form CSR committees, and formulate CSR policies. For certain companies, mandatory disclosures have been made with regard to CSR. Listed companies ought to have one director to represent small shareholders as well. There is provision for the search and seizure of documents, during the investigation, without an order from a magistrate. Norms have been made stringent for accepting deposits from the public. The setting up of the National Financial Reporting Authority (NFRA) has been provided for. It engages in the establishment and enforcement of accounting and auditing standards and oversight of the work of auditors. (Due to the notification of NFRA, India is now eligible for membership in the International Forum of Independent Audit Regulators (IFIAR).) The Act bans key managerial personnel and directors from purchasing call and put options of shares of the company if such person is reasonably expected to have access to price-sensitive information. The Act offers more power to shareholders in that it provides for shareholders’ approval for many major transactions. Companies Act 2013 Highlights The maximum number of shareholders for a private company is 200 (the previous cap was at 50). The concept of a one-person company. Company Law Appellate Tribunal & Company Law Tribunal CSR made mandatory Companies (Amendment) Act, 2019 This Act was passed by the Parliament in July 2019. The changes recommended under the latest amendment to the Companies Act are as follows: Companies will have to keep an unspent amount in a special account for CSR. This amount, if left unspent after 3 years, will be moved into a fund specified in Schedule VII of the Act. This could even be the Prime Minister’s Relief Fund. Under this Act, the Registrar of Companies can initiate action for the removal of the company’s name from the Register of Companies if it is not conducting business or operation as per the Company Law. 16 minor offences mentioned in the Act have been decriminalised (made civil defaults). FAQs What is Company as per Companies Act 1956? Companies Act 1956 defines a company as ‘a company formed and registered under this Act or an existing Company’. Existing Company is one that has been formed under the earlier company laws. What are types of companies in India? There are various types of business entities in India. They are: Private limited company Unlimited company Public limited company Sole proprietorship Partnership Joint Hindu family business Cooperatives Limited liability partnerships   Practice area’s of B K Goyal & Co LLP Income Tax Return Filing | Income Tax Appeal | Income Tax Notice | GST Registration | GST Return Filing | FSSAI Registration | Company Registration | Company Audit | Company Annual Compliance | Income Tax Audit | Nidhi Company Registration| LLP Registration | Accounting in India | NGO Registration | NGO Audit | ESG | BRSR | Private Security Agency | Udyam Registration | Trademark Registration | Copyright Registration | Patent Registration | Import Export Code | Forensic Accounting and

In voluntary winding up, when a company decides to close down its operations, a liquidator is appointed to oversee the process. But what exactly does a liquidator do? The liquidator holds significant powers, including gathering and selling company assets, settling debts, and distributing remaining funds to shareholders. Moreover, they bear the responsibility of ensuring fair treatment to all parties involved and conducting investigations if any misconduct is suspected. Who is a Liquidator in Voluntary Winding Up? In voluntary winding up, a liquidator is an individual appointed by the shareholders or members of a company to oversee the winding-up process and manage the affairs of the company during the period of its dissolution. The main purpose of the liquidator is to ensure the orderly and efficient realization of the company’s assets, settlement of its liabilities, and fair distribution of any remaining funds to the shareholders or members. Appointment and Qualifications of a Liquidator In a voluntary winding-up, the company’s shareholders must pass a special resolution to appoint a liquidator. The liquidator may be a qualified insolvency practitioner, a licensed individual, or even a shareholder or director of the company. However, some jurisdictions may require specific qualifications and restrictions for the appointment of a liquidator. Powers of the Liquidator Gathering and Realization of Assets: One of the primary duties of the liquidator is to identify and gather all the assets of the company. This includes tangible assets such as property, equipment, and inventory, as well as intangible assets like patents, trademarks, and intellectual property rights. The liquidator is then responsible for selling or disposing of these assets to convert them into cash. Settling Liabilities: The liquidator must also identify and settle all the outstanding debts and liabilities of the company. This includes payments to creditors, employees, and other stakeholders. The liquidator must follow a strict order of priority while making these settlements, as defined by the relevant laws. Distribution of Funds: Once the liabilities are settled, the liquidator distributes the remaining funds, if any, to the shareholders under their shareholdings. The order of distribution may also be specified by law, ensuring fair treatment to all shareholders. Investigations: The liquidator has the power to conduct investigations into the company’s affairs to ascertain any wrongful trading or fraudulent activities that may have contributed to the company’s insolvency. If any misconduct is discovered, the liquidator can take legal action against those responsible. Summoning Meetings: The liquidator can call for meetings with the creditors, contributors, or shareholders as required during the winding-up process. These meetings may be for obtaining approval for certain actions or to keep stakeholders informed about the progress of the winding-up process. Legal Action: The liquidator has the authority to initiate legal proceedings on behalf of the company to recover assets, challenge voidable transactions, or defend the company’s interests. Duties of the Liquidator Fiduciary Duty: The liquidator acts as a fiduciary for the company and its stakeholders. They are required to act honestly, impartially, and in the best interests of all parties involved. Reporting: The liquidator must provide regular reports on the progress of the winding-up process to the relevant authorities and stakeholders. These reports may include financial statements, details of asset realization, and other relevant information. Compliance with Laws: The liquidator must comply with all relevant laws and regulations governing the winding-up process. They must ensure that the distribution of assets and settlement of liabilities follow the prescribed legal procedures. Impartiality: The liquidator must remain neutral and unbiased throughout the winding-up process, avoiding favoritism towards any stakeholder. 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A limited liability partnership is a corporation created and registered under the Limited Liability Partnership Act, 2008, and is a distinct legal entity from its members. An endless succession is a feature of an LLP, and any changes in the members have no bearing on the entity’s existence, rights, or obligations. Learn more about designated partner.  What is the concept of LLP in India? A Limited Liability Partnership (LLP) is a type of business organisation that combines the advantages of a corporation and a partnership. It is a preferred business model for many small and medium-scale businesses in India. Limited Liability Partnerships are legally distinct from their partners and provide the partners with limited liability. This means that the partners’ personal assets are not at risk in the event of a business failure. An LLP has at least two partners and a maximum of 200 partners. All partners are required to contribute to the capital of the company. Partners are liable for business debts, but only to the extent of their contribution. To be eligible to form an LLP, the partners must be citizens of India or a corporate body established in India. The partners must be 18 years of age or above and have the capacity to enter into a contract. The partners must also have the necessary skills, experience, and knowledge to manage the business. Who Can Form an LLP in India as of now? Nationality: Partners in an Indian limited liability partnership must either be Indian citizens, foreign residents, or foreign nationals. In addition, companies can join as long as they follow specific guidelines set by applicable authorities and gain their authorization for partnership status. Age: To legally operate as an LLP, enter contracts, and manage its affairs, all partners must possess sufficient legal capacity and comply with regulations. Mental Capacity: For an LLP partnership to function smoothly and fulfil its responsibilities effectively, its partners must possess sound mental capacities. This means they should not suffer any legal disabilities or mental incapacitation that limit their decision-making skills. Skills and Experience: Although no academic or professional qualification requirement exists for becoming an LLP partner, partners are expected to possess all of the expertise, experience, knowledge, credentials and credentials to run their respective LLP businesses successfully – such as industry expertise, financial acumen and business administration capabilities. Eligibility Criteria for Partner Selection Individual Partners: Individual partners should be Indian citizens or permanent residents living within India without unresolved bankruptcies or criminal convictions that would prevent them from managing the business effectively. Corporate Partners: Corporate partners may also take the form of an Indian agency, overseas business enterprise, LLP, or some other legal entity with enough power and permission to enter contracts and participate in business activities. Designated Partners: Every Limited Liability Partnership (LLP) needs to rent at least two unique partners; at least one must rather be an Indian resident. Designated partners are answerable for overseeing daily affairs in their LLP whilst upholding compliance with relevant rules and policies. Non-Resident Indian (NRI) Partners: Non-resident Indians can become partners of an Indian limited liability partnership (LLP), provided they appoint an agent from within India as their representative to act on their behalf and ensure compliance with Indian regulations. Compliance Requirements Each member of an LLP must uphold certain legal and regulatory obligations, such as those related to: Acquire a Digital Signature Certificate (DSC): Each partner should obtain their own DSC for electronic document filing and authenticating forms/applications. Partners of an LLP must submit PAN and Aadhaar numbers during registration for verification and linkage as part of KYC documentation, in addition to KYC forms providing evidence of identity and address. Compliance With Foreign Exchange Regulations and Tax Compliance: Foreign partners of an LLC should abide by certain foreign exchange regulations when repatriating profits and dividends to their home countries; partners in an LLP entity are accountable for paying their income tax returns as required from it. FAQs What responsibilities do LLP partners have? Capital Contribution: Partners must contribute capital as agreed. Management: Partners are responsible for the management and decision-making processes of the LLP. Compliance: Partners must ensure timely filing of annual returns and maintain statutory records as required by law Is there a minimum capital requirement to start an LLP? No, there is no minimum capital requirement for forming an LLP. 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Meeting minutes are notes that are recorded during a meeting. They highlight the key issues that are discussed, motions proposed or voted on, and activities to be undertaken. The minutes of a meeting are usually taken by a designated member of the group. Their task is to provide an accurate record of what transpired during the meeting.Meeting minutes are an important resource in many workplace settings. Recording the details of a meeting can help team members who may have been absent or need to reference a previously discussed topic. It takes some training to learn how to take minutes during a meeting and format them professionally. Some jobs may emphasise this skill more than others, such as executive assistants or administrative professionals. What Are Meeting Minutes? Meeting minutes are notes taken during a company meeting. These notes serve as a record of the decisions made, actions planned and steps taken during the meeting. Typically, an attendee takes meeting notes during a meeting and types those in an easy-to-read format after the meeting. Then the attendee sends the meeting minutes to a senior leader for approval. Once approved, the meeting minutes can be distributed to others and filed away.Meeting minutes dictate the actions that take place during the meeting, including assigned projects, delegated work and other important workplace decisions. This also helps employees who attended the meeting remember important discussion topics. Steps Involved in Recording Meeting Minutes There are five main steps involved in recording the minutes of a meeting. They are: Pre-planning Record-taking Writing or transcribing the minutes Sharing meeting minutes Filing or storage of minutes for referencing in the future Pre-Planning If a meeting is well-planned in advance, taking minutes will be a lot easier. That said, the chairperson and the secretary or minutes-recorder should work together to determine the agenda of the meeting beforehand. For example, the person recording minutes could work with the chair to draft a document that will serve as an agenda and provide the format for the meeting. Meeting Agenda If it’s not possible for the chair and secretary to meet and come up with a draft, then it’s up to the secretary to get a copy of the agenda before the meeting starts. The meeting agenda will serve as a guide for how to take notes and prepare the minutes. In addition, the agenda also includes other details, which need to be incorporated in the minutes. They include: Names of all the members present – includes guests and speakers Documents that may be handed out as the meeting progresses, such as copies of a list of proposals to be voted on Expectations When an individual is chosen as the minutes recorder, it’s important for them to know what is expected of them. Therefore, the individual should approach the chair of the committee and ask what their role in the meeting will be. For example, if the meeting will involve proposing motions, the designated member should inquire as to whether he should include the names of those proposing motions and those seconding. What to Include in Meeting Minutes Before recording any details, a designated minutes recorder should familiarize themselves with the type of information that they should record. A group may be using a specific format to record notes but, overall, the minutes of a meeting typically include the following details: Date and time the meeting happened Names of attendees, as well as absent participants Acceptance of, or amendments made to, the previous meeting’s minutes Decisions made regarding each item on the agenda, such as: Activities undertaken or agreed upon Next steps Outcomes of elections Motions accepted or rejected New business Date and time of the next meeting Importance of meeting minutes Helps keep track of the team’s progress Meeting minutes can be a vital tool for keeping tabs on the progress of each team member and their schedules. It serves as a map for your team towards accomplishing each task or goal. It can also be a helpful review tool, to see how far you have come as a team and review important votes or milestones at later dates. Acts as a reminder You and your team can forget what you have discussed, agreed upon or decided in your last meeting. With meeting minutes, you can easily check back on those at a later time. Meeting minutes can also help you remember the date and time of your next meeting. Acts as a reference for absentees Meeting summaries can be helpful tools for bringing absentees up to date with the organisation’s proceedings. A simple follow-up email with the minutes attached can ensure that no one gets left behind in pursuing company goals. Saves time Meeting minutes can work as a single source of truth for the entire team. With each member aware of their responsibilities, accomplishing goals and meeting deadlines becomes easier. The document helps remove unnecessary information and streamlines the overall functioning of the team. It also helps your team save time on planning because they do not have to revisit previously discussed topics. Serves as corporate defence As companies that expand and diversify, they may face some litigations and civil suits. Meeting minutes can serve as a solid record of intent in such cases, allowing the authorities concerned to pinpoint all relevant details and proceedings. Usually, the members of the meetings vote to approve the minutes before their next meeting. This can ensure minutes are accurate if they are needed later for evidence. The Process of Writing Meeting Minutes When the meeting ends, the individual tasked with writing minutes should get all the resources he needs to write up the minutes in a clear, presentable way. Here are some tips to consider: Once the meeting ends, don’t take too long to write the minutes. This way, everything that took place in the meeting is still fresh in your mind. Review the outline that had been created earlier and make adjustments where necessary. This might include adding extra information or clarifying some of the issues raised. Also,

In India, numerous private limited company has captured significant market shares in their specific sectors. This success is hugely credited to the Directors who play a massive role starting from the incorporation stages to activities that are a part of the post-incorporation stage. A company is an artificial judicial person managed and run by natural persons known as directors. A company’s management is entrusted to its board of directors. A board of directors is a collective body of individual directors of a company. Situations may arise where a company may be required to appoint more directors to its board from time to time based on the requirements of the business or company shareholders. However, the appointment of directors must be according to the Companies Act, 2013 for it to be legally valid.  Meaning of Director in Private Limited Company Companies Act, 2013 defines the term “Director” as someone appointment to the Board of a company. The Board of Directors means a group of those individuals elected by the shareholders of a company to manage the affairs of the company. Since a company is an artificial legal person created by law, it is necessary to act only through the agency of natural persons. It can only act through human beings, and it is the Directors through whom mainly the company acts. Therefore, the management of a company is entrusted to a body of persons called “Board of Directors”. Another definition of a Director is someone who administers, controls or directs something, especially a member of a commercial company; one who supervises, controls or manages; a person elected by the shareholders of a company to direct company’s policies; person appointed or elected according to law, authorised to manage and direct the affairs of a company. Importance of the Director When we refer to the Companies Act (2013), we find the meaning of the terminology “Director”. A Director is someone who forms the company’s Board. Similarly, when we hear the term “Board of Directors”, it simply infers a collection of these people who are elected by the company’s shareholders to look after the administrative and financial affairs of the business.  We must remember the fact that companies are separate virtual legal entities protected under the legislation, therefore, it is essential to reconcile related events through an agency of human beings. For this reason, Directors are designated through whom the company predominately operates its ventures.  In a nutshell, the managerial aspects of any private limited company are handed over to a group of members who are referred to as the Board of Directors.  There is the second description of a director of the company where we learn that the Director is a person who monitors, controls and passes commands to coordinate the internal processes. He/she is a member of that company and has been employed by collecting consent from the shareholders to supervise and suggest improvements to the company’s policies and principles. Legal jurisdiction is strictly maintained while electing a Director as this person is held responsible for the performance of a business. Becoming Director in Private Limited Company For a person to become a Director in Private Limited Company, he/she requires a Director Identification Number (DIN Number). DIN Number can be obtained for any person over the age of 18 by applying to the DIN Cell.  Types of Director in Company Managing Director In private limited companies, an individual is elected as a Managing Director through various pathways. Here are the probable ways: Agreement signed with the company An election conducted among the existing Board of Directors Execution of a company’s Articles of Association  Resolution enacted in one of the General meetings Once, you are elected as a managing director of the company , you receive substantial authority in influencing the company’s commercial affairs. Ordinary Director The term “ordinary director” is attached to the name of a Board member who witnesses the Company’s Board meetings and regularly contributes to the arguments presented before the group of Directors. Ordinary Directors do not belong to the category of Executive Directors or Managing Directors. Executive Director The person marked as an executive or whole-time Director, works for the commercial entity as a full-time employee. He/she authorizes the key administrative actions by predicting their subsequent effects. Additional Director The Company’s Board of Directors appoints an additional director between consecutive annual general meetings. The election method is regulated according to the prerequisites of the company’s Articles of Association. These directors are required to report to the office till the date fixed for the upcoming annual general meeting. The total volume of additional directors and actual Directors must not surpass the allowed strength restricted for the private limited company’s Board of Directors.  Professional Director Directors who passively contribute to the Company’s performance by sharing their field expertise and do not hold commercial interest in the course of business, are termed professional directors. They have degrees and work experience that favour their candidature for such professional roles. Large companies hire them to solve pressing issues.  Nominee Director Financial institutes and equity investors who award debt and equity support to companies usually put forward an obligation to employ one of their personnel as a Board member of the respective corporate body. These nominated individuals operate as nominee directors. Apart from all these types, there are even alternate directors. They are the people who substitute ordinary directors when they fail to contribute for a timeframe of more than 90 days. We witness the election of nominee directors generally for NRIs (Non-Resident Indians) and foreign corroborators linked to a business.  Maximum and Minimum Number of Directors in Private Limited Company Only an Individual (living person) can be appointed as a Director in a Company. A body corporate or business entity cannot be appointed as a Director in a Company. A company can have a maximum of fifteen Directors – it can be increased further by passing a special resolution. Minimum Number of Director in Company are as follows: Private Limited Company – Minimum two Directors in case of Private

One of the most essential types of company organisation is a partnership firm. It is a common company structure in India. A partnership firm must be formed by at least two people. A partnership firm is formed when two or more people join forces to start a business and divide the profits in an agreed-upon ratio. Any type of trade, occupation, or profession is included in the partnership business. Partnership Firm Registration refers to the registration of the partnership firm with the Registrar of Firms by its partners. The partners must register their firm with the Registrar of Firms in the state in which it is based. Because partnership firm registration is not required, the partners can apply for registration of the partnership firm either when the firm is formed or afterward at any point during its operation. To register a partnership, two or more people must come together as partners, agree on a firm name, and sign a partnership deed. Partners, on the other hand, cannot be members of a Hindu Undivided Family or husband and wife. In India, partnership firms are governed and regulated under the Indian Partnership Act, 1932. Partners are the people who work together to form a partnership firm. A contract between the partners establishes the partnership firm. A partnership deed is a contract between the partners that governs the relationship between the partners as well as the partnership firm What is a Partnership? A partnership firm is one of the most important forms of a business organization. It is a popular form of business structure in India. A minimum of two persons are required to establish a partnership firm. A partnership firm is where two or more persons come together to establish a business and divide its profits amongst themselves in the agreed ratio. The partnership business includes any kind of trade, occupation and profession.  The Indian Partnership Act, 1932 governs and regulates partnership firms in India. The persons who come together to form the partnership firm are knowns as partners. The partnership firm is constituted under a contract between the partners. The contract between the partners is known as a partnership deed which regulates the relationship among the partners and also between the partners and the partnership firm. Importance of Registering a Partnership Firm in India 1: A partner may sue any other partner or the partnership firm to enforce his contractual rights against the partner or the firm. Partners in an unregistered partnership firm cannot sue the firm or other partners to enforce their rights. 2: The registered firm may launch litigation against any third party to enforce a contractual right. An unregistered firm cannot file a lawsuit against a third party to enforce a right. Any third party, however, may initiate a lawsuit against the unregistered firm. 3: To enforce a contractual entitlement, the registered firm may seek set-off or other legal action. In any proceedings brought against it, the unregistered firm cannot claim to set off. Essential Elements of a Partnership An Agreement A partnership is the result of an agreement between two or more persons. It should be noted that this sort of a deal can arise only from a contract and not from status. This is why a partnership is distinguishable from a Hindu Undivided Family carrying on family business. The reason is that this kind of an alliance is a creation only out of a mutual agreement. Thus, the nature of a partnership is voluntary and contractual. An agreement from which a partnership relationship arise may be express. It may also be implied from the Partnership Act done by the partners and from a consistent course of conduct being followed, showing a mutual understanding between them. This agreement may be in oral or in writing. Sharing Profit of Business When it comes to sharing profits of the business, two propositions are to be considered. Firstly, there must be a business that exists. For this purpose, the term ‘business’ would generally mean every trade, occupation, and profession. The existence of a company is crucial. The motive of a business is the “acquisition of gains” that leads to the formation of a partnership. So, there can be no partnership where there is no intention to carry on a business and to share the profits obtained from the same. For example, co-owners who share the rent derived from a piece of land are not considered partners as a business does not exist. Similarly, no charitable institution or club may be called a partnership. However, a Joint Stock Company may be floated as a partnership for non-economic purposes. Secondly, there must be an agreement concerning the sharing of profits. For example, A and B buy certain bales of cotton which they agree to sell on their joint account and to share the benefits equally. In such a situation, A and B are partners in respect to the business they have planned out. However, an agreement to share the losses is not an essential element that is considered. However, in the event of damages, unless agreed otherwise, these must be borne in a profit-sharing ratio. Running the Business The third requirement for a partnership is that the business must be carried on by all the partners or by one or more of the partners acting for all. This is the crucial principle of the partnership law. An act of one partner in the course of the business of the firm is, in fact, an act of all partners. A partner carrying on a business is the principal as well as the agent for all the other partners. Therefore, it should be noted that the real test of a partnership is a mutual agency rather than sharing of profits. If the element of interactive agency is absent, then there will be no partnership. Sharing of benefits is the only Prima Facie evidence which can be rebutted by stronger evidence. This, this prima facie evidence can be countered by proving that there is no mutual agency. Advantages of Partnership Firm Registration 1:Easy to

The name of a company serves as its identity, compressing its essence, values, and aspirations. It is the first impression to stakeholders and customers alike, conveying credibility and purpose. A well-chosen name resonates with the company’s mission, reflecting its uniqueness and setting the tone for its journey ahead. A limited company’s name can be changed due to any reason with the consent of all the shareholders. Regardless of reason and time, the name can be changed but it shall happen under the mutual approval of shareholders. The reason can be anything like a change in the vision & the mission of the company, change in management, conversion from private limited to public limited and so on. We shall discuss here the provision of the Companies Act,2013 which deals with the change in the name of the limited company Reasons for Change of Company Name Voluntary change of name- The company board may decide to change the company name voluntarily. It is legal to change the company name voluntarily subject to the fulfilment of all the conditions. Change in business activity- A company board may decide to change the name when it changes its business activities. It may change the name to reflect the new or additional business objects. In such circumstances, the company should also alter its Memorandum of Articles to change its main object. For marketing or rebranding- A company can change its name for marketing reasons or to effectively position the company’s brand. It may also change the name to as per the latest fashion and trend for better brand positioning. When a company is ready to move into a new market, it may change its name to reposition its brand. Change of ownership- Usually, when the ownership of a company changes or entity takeovers the company, it is seen that the company name also changes to reflect the authority of the new management and for branding purposes. Avoid IPR issues- A company may change its name to reinforce its trademark or copyright in its name. Similarly, the company can change its name to avoid a potential IPR conflict.  Compliance with RoC direction- The RoC can make an order directing the change in the company name subsequent to a complaint filed by another company claiming priority of use of the name or trademark. In such a case, the company will have to change its name.  Capitalising on the popularity of a service or product – When a business gains popularity for one particular product or service, it can decide to rename its company around that service or product to capitalise on that popularity. Provisions for the Change in Limited Company’s Name in India Section 13(2) & Section 13(6) – A company can change its name through a special resolution and under the written consent of the Central Government. However, the consent of the Central Government is not needed in the case when the change in the company’s name in relation to the addition or removal of the word ‘Private’ to/from the company’s name which will lead to the conversion of the company from Private to public and vice-versa. Section 13(3) – When the company’s name is altered u/s 13(2), the old name of the company shall be replaced by the new name in the register of companies and this shall be done by the Registrar. Apart from this, the registrar must also issue a new certificate of incorporation with the new name. Such changes in the company’s name are incomplete and ineffective until a fresh certificate of incorporation is issued. Section 4(2) – The things which should be taken care of under this section are. The company name mentioned in the memorandum shall not be indistinguishable from the name of any other existing company which is registered under the Company’s Act or any company law prevailing before the Company’s Act. The company name mentioned in the memorandum shall not be that the usage of which will create an offence under any law which is effective at that point in time. The company name mentioned in the memorandum shall not be undesirable in the Central Government’s opinion. Section 4(3) – This section states that a company shall not be registered with a name that has any word or expression which is likely to indicate that the company is associated or connected to or has the patronage of – the central government/ any state government/ local authority, corporation or anybody formed by state or central government under the law prevailing at that time.Or any such word or expression which needs prior approval by the Central Government to use the same or the use of which is restricted by the central government. Documents required for Changing the Name of a Company Application for name change in the prescribed form Copies of the special resolution authorizing the name change The Copy of the existing memorandum and articles of association Copy of the new memorandum and articles of association with the proposed name The Copy of the minutes of the board meeting approving the proposed name Copy of the notice of the general meeting with the proposed name The Copy of the fresh certificate of incorporation with the new name Copy of the updated PAN card, GST Registration Certificate, and other legal documents with the new name Bank letter requesting the bank to change the name of the account holder Updated letterheads, business cards, and other stationery with the new name Procedure for Name Change of a Company Step 1: Conduct a Board Meeting A board resolution shall be passed for changing the name of the company and authorizing the Director of the company or Company Secretary, to make an application to confirm the availability of the name proposed. Resolution to hold EGM for change of the name in the Articles of Association & Memorandum of Association can also be passed either in the same Board meeting, conducted for a name change or new Board meeting convened after the approval of a new name. Step 2: Confirming the Availability of Proposed