Companies Act 2013 enacted – receives Hon.President’s assent

Companies Bill, 2012 (Act No. 18 of 2013) has been assented today (30th August, 2013) by Hon. President of India.

Here is the Backgrounder on the same.

(Backgrounder Source: ICSI website).



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45 thoughts on “Companies Act 2013 enacted – receives Hon.President’s assent

  1. Please guide me on the following issue-

    The Auditor has expressed unwillingness on 1/9/2014 to company to be reappointed for FY 2014-15 ( after completing his term on AGM date 30/09/2014).
    Please guide whether Auditor is required to file ADT-3 under Rule 8 and Section 140(2) of Companies Act, 2013 ?

  2. Hi

    Can you upload the word formats of MOA and AOA (Public and Private Companies) under new Act, as applicable from 1st April 2014 onwards.

    Thanks

    Siddharth

  3. Hey Meenal,

    First of all, I really appreciate your work for benefit of all. Its amazing to see a professional helping others without any intention of consideration.

    Well, I m also seeking your guidance on Companies Act 2013. I am in the process of incorporating a company having authorized capital of Rs. 1 Lakh only. Though the name of company has been approved on 12.02.2014 and i have to incorporate the same by 13.4.2014. As we all know that 183 sections of new co. act 2013 have come into effect from 1.4.14, so what all things have been changed in incorporation process like if there is any change in fees, applicability of Co. Act 1956 & Co. Act 2013 to the extent applicable etc.???

    Thanking you in anticipation!!

      • Dear madam
        I thank you a lot for your blog on companies act,i have one query regarding compliance.as the limit to appoint a cs has come down to 5crs,will compliance certificate limit be the same as earlier or linked with annual return.
        Is there any limit on paidup capital for annual return

        P.v.s.rao(hyderabad)
        M. Com,m.b.a,cma,cs

        • For Financial year end 31.03.2014 the compliance certificate limit shall be the same as Rs. 10 lakh paid up capital. The Compliance certificate shall not be applicable for the Financial year 31.03.2015. It will be linked with annual return.

  4. Hello ma’am… i formed a pvt. ltd. company as per Co. act, 1956 and now i want to change the name of the comapany. whether the new co. act, 2013 be applicable or not? and what will be the proceedure?

    • New Company Act 2013 is not yet implemented fully. Hence you will have to follow the provisions as per Companies Act 1956. For change of name you will have to file 1A( Name approval), Form 23 ( Resolution), Form 1B filing with ROC.

  5. Hi
    For an existing Company how to appoint an Indian Director as both of our Directors are Foreigners….
    Can we appoint a Additional director(Employee) of our Company and change him later…
    Any deadline????
    Please advise your suggestion

    • If the company has two foreign director, the company can appoint one more director as additional director in the board meeting or alternate director in place of original director. The term of additional director will be from date of board meeting in which he gets appointed till the end of annual general meeting. IF the members decides to re appoint him then he will be appointed as director in the general meeting. In case of alternate director, since he is appointed in place of original directors, his term of office will depend upon return of original director. He has to vacate his office automatically once original director returns. As per your question, you can appoint additional director for the operations of the company can change him later on.

  6. we wish to change the registered office of the company under same registrar & within local limits.
    so what is the procedure as per companies Act 2013…??

    • if you are shifting the registered office of the company under the same registrar and within local limits, you shall be required to inform the notice of change of the situation of the registered office and verification thereof shall be filed in Form No.INC.22 along with the fee and shall be attached to the said form, Please refer Section 12(2) of the Companies Act 2013 and attach similar documents and manner of verification as are specified for verification of Registered office on incorporation in terms of sub-section (2) of section 12.

  7. If i change my companys name and the share certificates are issued in the old name, what is the process of changing the certificates to the new companys name?

    • After change of name, the company shall be required to paint, print its new name in place of old name on letterheads, balance sheet, invoices. The company shall be required to mention new name on share certificate in bracket above the old name as ” Formally known as..specify old name”.

  8. Mem
    can a private limited company immediately commence business under new companies act 2013

    • Yes as per Section 11 of the New Companies Act 2013, every company shall be required to file a declaration by a director in such form as may be prescribed in the draft rules with the Registrar that every subscriber to the memorandum has paid the value of the shares agreed to be taken by him and the paid up capital of the company is not less than Rs. 5 lakh in case of a public company and not less than Rs. 1 lakh in case of a private company on the date of making of this declaration.

    • Yes as per Section 11 of the New Companies Act 2013, every company shall be required to file a declaration by a director in such form as may be prescribed in the draft rules with the Registrar that every subscriber to the memorandum has paid the value of the shares agreed to be taken by him and the paid up capital of the company is not less than Rs. 5 lakh in case of a public company and not less than Rs. 1 lakh in case of a private company on the date of making of this declaration.

  9. Recently we have changed name of a company. Would me please let me know what are the procedures to be followed after change of name.

    • After change of name of the existing company, the company shall inform to Income tax department to make change in the name of company on PAN card of the company, bank account, service tax/ VAT department. it shall also make change on letterhead, common seal, rubber stamps, any other licence issued by the Government.
      For effecting such change, the company shall pass Board resolution to give effect of change on company stationery and inform to Government authorities and officials.

  10. HELLO MAM,
    CAN ROC REGISTER CHARGES CREATED ON THE PROPERTY BELONGS TO LLP.
    THANKS & REGARDS
    NAGARAJ

  11. hello mam,
    *a and b are 2 directors in a private ltd company. a resigns.
    1. can he resigns as a private company need at least 2 directors?
    2. how can he resign?

    please tell me about the procedure and major case laws related to it

  12. Hello Mam,
    I want to form a pvt ltd co,
    For that should I file MOA & AOA as per Co. Act 1956 or as per Co. Act 2013 ?

    • You have to file MOA and AOA as per Co. Act 1956 because Co. Act 2013 is not yet implemented. You will have to change the definition of private limited company and insert definition of private limited as per Section 2(68) of the Co. Act 2013 in the AOA.

  13. Hi,

    We filed the documents for incorporation on 11.09.2013. We have now been asked to resubmit after renumbering the MOA in ROMAN. Roman as in 1st, 2nd, 3rd or I, II, III…? They are also seeking responses to the alerts. Now, what are these “alerts”? Could you please help?
    Thanks and regards

    • Please make changes in numbers of MOA as suggested by Registrar of Companies. Can you please clarify me what do you mean by alerts ? in what connection they are asking for?

      • I visited the ROC and this is what I was told…. the Main Clauses to be numbered in ROMAN…I, II,III, etc and the ALERTS that I referred to are “alerts” which come up on THEIR system which require clarification from the applicant. In our case, the Regd Office of the proposed new company was to be situated in the residential flat of the Director and one another company was already registered with the same address and they wanted clarification/information as to the size of the property, number of rooms, etc., I wonder why the case workers don’t mention the nature/description of the “alerts” and avoid personal visit to the ROC’s Office. Wonder if this has anything to do with restriction in size /space for the reasons for asking for resubmission?! Thank you for the help, patience and understanding.

  14. Hi,
    I want to know the procedure for pvt ltd formation in india as per new co act 2013.
    Is there any change in procedure?
    Can you provide me draft copy of moa and aoa of hotel industries?

    • I would request you to please read Company Rules 2013 for knowing the procedure of Private Limited formation. The Companies Act 2013 is not yet implemented hence no comments. Regarding draft copy of MOA AOA it is beyond the scope of my blog.

      • Meenal,
        if we have been provided name approval under comp act 1956 and we wish to apply for extension as we believe we will not be able to file the incorporation docs within 60 days from the date of name approval. Please let me know how to apply for extension of name approved by ROC under comp act 2013

        • The Government has published notice and the new forms of incorporation shall be available on 28.04.2014, due to this we cannot file the pending applications of incorporation. I think the Government will give the extension to those pending applications if the due date of 60 days is expired.

  15. Hello Mam

    Could u plz provide me the revised draft of MOA/ AOA for new company registration as we hav to file the docs? Plz reply its urgent.

  16. I have submitted form 1A before implementation of new 98 Sections of Companies Act 2013. My query is that since i havent submitted the AOA & MOA yet with the ROC, should i mention Companies Act, 2013? And how? Since both Companies Act are applicable right now in parts. Please help!

    • The draft of Memorandum of Association (MOA) and Articles of Association (AOA) will remain the same as per the Companies Act, 1956 except the definition of Private Limited company [Old Section 3(iii)]. Please refer Section 2(68) of Companies Act 2013 which specifies the changed definition. [refer General Circular No.15/2013 Dated 13.09.2013]. Additionally with this amended definition, please delete the word- “except in case of One Person Company”,since OPC provisions are not yet implemented.

    • I filed the MOA and AOA mentioning the Companies Act, 2013. The same was approved today…. In the AOA, I had mentioned as per Clause 2(68) including the words “except in case of One Person Company”… the same has been approved by the ROC, Bangalore…. Maybe he overlooked??!!

  17. Hi meenal,

    last week, I got my DIN and proposed name approval letter from RCA.
    Earlier we four friends wanted to start this company, but now two seems to be reluctant, i wanted to go ahead with another friend with the registration process, till now MOA and AOA are not submitted, my question is after enrolling the name as directors in MOA and AOA only one would be directors for that company right? they have got they DINs ..and what cautions i need to follow in this regard, please help.

    • In your case there were four directors and after name approval two director do not want to continue, then you can obtain No Objection from these director ( those are not interested ) to give NOC to new director.

  18. Hi,
    any idea wht the effective date is ??

    • Hon.President has given assent today itself. The next step would be Rules finalization to define the procedural aspects of the Act. It would also take some time to implement the same on the MCA website.

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