Body corporate incorporated outside India

Body corporate incorporated outside India has both holding or subsidiary company has the act 1956.

The company name without the word “LIMITED” or “PRIVATE LIMITED” in its name

The central government has the power to registered a company that are formed as companies without the word “Limited” of “Private Limited” in their names.

Minimum paid-up capital not applicable

The requirement of minimum paid-up capital for every company in terms of section 3 of the act does not apply to a company registered under section 25.

(1) Application to the central government on behalf of such a proposed company

A declaration as prescribed in regulation No.4(ii) (which is similar to the one specified in section 33 ) to the effect that the memorandum and articles of association have been drawn up in conformity with the provisions of the act and that all the needs of the act.The  matters incidental or company registration or supplementary thereto.  The company names, associations and other institutions in which such promoters, partners of firms, if any, acting as promoters.

If any association already in existence is proposed to be converted into a company under section 25, the following documents circulated amongst the members for the last two complete financial years immediately preceding the date of the application shall be furnished with the application. If the association has functioned only for one year, these documents for that year shall be supplied :

(a) the accounts

(b) the balance sheet

(c) the reports on the working of the association

A statement of the assets and liabilities of the association as on the date of the application or within 7 days of that date.

Brief description of the work, if any, already done by the association and the work to be done in the future.

(i) Application to the central government on behalf of a company already established

The registration of a company as a limited company which has the word “limited” or “private limited”, shall make an application to the concerned regional director in the same form 24A, accompanied by the following documents.

(a) the profit and loss account

(b) the balance sheet

(c) the annual report of the board of directors

(d) the audit reports

The information as per items (v) to (viii) referred to in the application at (1) above along with a declaration by each of the persons making the application as per the text given above. If any company registration files such particulars after the expiry of the said period of 60 days.

Body corporate in other formalities

When an application is made to the regional director referred to under (i) or (ii) above, simultaneously a copy of the application complete with all documents shall be forwarded to the ROC of the state in which the registration office of the proposed company will be situated or the company registration office is located as the case may be.

Article in a section 25 company empowering suspension of a member for a limited period held valid

In K. Leela Kumar v. Government of India (2002) 108 Comp, Cas. 619 (Chennai), the appellants had no legal rights nor did the central government or the registrar have any legal duty to be enforced under article 226 of the constitution. The company registration under the act, that a section 25 without any profit motive, could not be equated with public limited company registration with profit motive.

Amendments to companies regulations 1956

Any certificate license receipt or endorsement required to be given or granted or made or signed or acknowledged, as the case may be by regional director or ROC, may also be given or granted or made or signed or acknowledged, as the case may be in the electronic manner.

Any document required or authorized under company registration act, the recorded or filed by or with the ROC under these regulations may be registered, recorded or filed by him in the electronic manner, subject to the compliance of the requirement of regulation 18 of part E of these regulations.

Restriction on a company that is granted license under section 25

In terms of sub-section (8) (a), a company that has received a license under the section, shall not alter the provisions of its memorandum as regards its objects except with the previous approval of the central government. If the company contravenes the above provision, the central government may revoke the license granted to the company.

The central government is vested with the power, pursuant to sub-section (6) of section 25 to order that certain provisions of the act as specified in the order shall not apply to a company to whom license has been granted not to use the word “Limited” or the words “Private Limited” as part of its name.

Fees of Rs.50 prescribed for registration of section 25 company withdrawn

By Notification SO 2218 (E) dated 28-12-2007, the fees of Rs.50 specified in Schedule X to the act in respect of company registration with limited liability of an association not for profit has been withdrawn. Henceforth the fees for registration will be as specified in schedule X.

Association licensed under section 25 of the companies act

Whereas in exercise of the powers conferred by sub-section (1) and (2) of section 613 of the companies act 1956. The government had ordered that fees payable under section 611 of the said act read with schedule X thereto, for company registration with limited liability of an association not for profit which is licensed under section 25 of the said act, be 50 rupees to be filed in the Chennai registration office.