A company is a corporate body and a legal person having
status and personality distinct and separate from that of the members
Section 2 (20) of the Companies Act,
2013 defines a company as a company incorporated under this Act or any
previous company law.
Section 3 of the Companies Act, 2013 lays down the formation of a company. A company under the Act may be formed for any lawful purpose by -
seven or more persons for a public company
two or more for a private company
one person for a One Person Company
The person or persons may form a company by subscribing his
name or their names to a memorandum and complying with the requirement of this
Act in respect of registration.
According to Section
149 of the Companies Act, 2013, a
company shall have a board of directors. A public company shall have a minimum
number of three directors and at least one-third of the total number of
directors shall be independent directors. A private company shall have a
minimum of two directors and a one person company shall have one director.
A maximum number of fifteen directors can be appointed. A
company may appoint more directors after passing a special resolution. A
company shall have at least one women director.
A company formed may be either-
A company limited by shares
Section 2 (22) : A company limited by shares is a company which limits the liability of its members by the memorandum to any amount unpaid on the shares held by them.
A company limited by guarantee
Section 2 (21): A company limited by guarantee is a company which limits the liability of its members by the memorandum to such amount as the members may undertake to contribute to the assets of the company in the event of its being wound up.
An unlimited company
Section 2 (92): An unlimited company is a company not having any limit on
the liability of its members.
A company with charitable objects
Section 8: A company may be formed under this section if the Central Government is satisfied that a person or an association of persons propose to register a company with the object of promotion of commerce, social welfare, research, religion, charity, protection of environment or any such other object.
The memorandum of One Person Company shall specify the
name of the other person who shall become the member of the company in the
event of the subscriber's death or his incapacity to contract. A prior written
consent of such person, in the prescribed form shall also be filed with the
Registrar at the time of incorporation along with its memorandum and articles.
The person may withdraw his consent in the prescribed manner.
The member of One Person Company may at any time
change the name of the other person by giving notice in the prescribed manner.
It shall be the duty of the member of One Person
Company to intimate the company any changes in the name of the other person nominated
by him by specifying it in the memorandum or otherwise within such time and in
such manner as may be prescribed. The company shall intimate the Registrar any
such change within such time and in such manner as may be prescribed.
Any change in the name of the other person shall not be deemed to be an alteration of the memorandum.