Highlights of the new Companies Bill, 2012

 Parliament on Thursday passed the much-awaited Companies Bill which is aimed at protecting the interest of employees and small investors, with the government saying the "historic" measure will give impetus to growth and bring transparency.

The Companies Bill, which will replace the nearly 50-year-old Companies Act, was passed by Rajya Sabha by voice vote. Lok Sabha had given its assent in December last year. Wrapping up the debate, Corporate Affairs Minister Sachin Pilot termed the passage of the legislation a "historic feat". Main Features are below:-

·         Companies are required to spend at least 2 per cent of their net profit on Corporate Social Responsibility.

·         To help in curbing a major source of corporate delinquency, introduces punishment for falsely inducing a person to enter into any agreement with bank or financial institution, with a view to obtaining credit facilities.

·         The limit in respect of maximum number of companies in which a person may be appointed as auditor has been proposed as 20.

·         Independent directors' shall be excluded for the purpose of computing 'one third of retiring directors'.

·         Appointment of auditors for 5 years shall be subject to ratification by members at every Annual General Meeting. 

·         'Whole-time director' has been included in the definition of the term 'key managerial personnel'.

·         The term 'private placement' has been defined to bring clarity. 

·         Private Company can have upto 15 directors which can further increased through special resolution. Earlier the limit was upto 12 directors.  

·         Financial Year of any company can end only on March 31 and only exception is for companies, which are holding/subsidiary of a foreign entity requiring consolidation outside India, can have a different financial year with the approval of Tribunal.

How to Incorporate a Company in Singapore

Most companies that are incorporated in Singapore are private limited liability companies.

To form a private limited liability company, incorporation paperwork must be filed with Singapore Accounting and Corporate Regulatory Authority, commonly known as ACRA.

Following are the procedure and timeline required to successfully complete a company registration with ACRA.

Step 1: Understanding the requirements for Incorporation of a Private Limited

Company in Singapore

A Minimum of One Resident Director

A resident director must be a Singaporean Citizen, a Singaporean Permanent Resident, or an

employment Pass holder.

A Minimum of One Shareholder

A minimum of one shareholder is required, and a maximum of 50 allowed. A shareholder can be a local resident, a foreigner individual, or a corporate body. A shareholder can also act as a director.

A Company Secretary

Appoint a natural person who is ordinarily resident in Singapore as company secretary.

Minimum Paid Up Capital of $1

ACRA requires only a minimum paid‐up capital of S$1 to register a company. Additional capital can be added after the company is set up.

A Local Registered Office Address

A registered corporate address in Singapore is required. A PO Box address is not allowed.

Step 2: Documents and Information Required for Incorporation

To file for incorporation with ACRA, the following information and documents are required:

• Company Name

• Brief Description of Business Activities

• Shareholders Particulars

• Directors Particulars

• Registered Address of the Singapore Company

Required Identity Documents

Singapore Citizen Non‐Resident Corporate Shareholders

Singapore Identity Card Passport Bio Page Certificate of Incorporation

Overseas Residential Address Company profile including listof directors’ details

All official documents must be in English or officially translated in English.

Step 3: Submission Procedure and Timeframes

Name Approval

The first step requires the submission of the company name to ACRA for approval. It is, therefore, highly advisable to begin the name check process as soon as you have a desired company name. The approval process can be as fast as 15 minutes.

Submission of Incorporation Documents

Once ACRA approves the company name, incorporation documents may be filed immediately. With all appropriate documents in place, ACRA can approve an incorporation of a company within a few hours. The confirmation, together with the company registration number, is sent via an email notification.

Opening of a Corporate Bank Account

Once you have received incorporation confirmation from ACRA, opening a corporate bank account is the next important step in completing the incorporation process.

To open a bank account you will need the following documents:

• Complete and signed Corporate Account Opening Forms

• Board of Directors Resolution sanctioning the opening of the account and the signatories to the

  account (most of the banks have their own format and you just need to sign it)

• Certified Copy of Certificate of Incorporation

• Certified Copy of Company’s Business Profile from ACRA

• Certified Copy of Company’s Memorandum and Articles of Association (MAA)

• Certified Copies of Passport (or Singapore IC)

• Proof of residential addresses of Directors, Signatories, and Ultimate Beneficiary Owners.

Source:- www.kdpaccountants.com

An Overview of Incorporating a Corporate Entity in India

A corporate entity in India is governed by provisions of The Companies Act 1956 (The Act).

The Act permits primarily two kinds of Companies –

a) Private limited Company

b) Public limited Company

Both are companies with limited liabilities; owned by shareholders & governed by The Board

of Directors.

This note deals with the processes & the costs involved in forming a limited liability company –

Incorporation Process

1) Selection of Name for Company with Alternatives. (Details to be provided as per

Annexure A)

2) Approval of the proposed Name of the company by Registrar of Companies(ROC)

3) Draft the Charter Documents viz. Memorandum of Association (MOA) and Articles of

Association (AOA), have them vetted and stamped by the ROC.

4) Fill up forms e.g. Form No. 1 (dealing with name of the company), Form No. 18 (dealing

with registered office address etc) , Form No. 32 (details of directors of the company, Details to be provided as per Annexure B )

5) Form No. 29 – In case of the public Company the consent of the directors is also to be

filed.

6) Submit the following to ROC:

a) Certified True Copy of Letter of Approval by ROC

b) Forms mentioned in item no. 4 above duly filled

c) Charter documents, signed and stamped

d) Registration Fee

6) On Submission of the above documents ROC will issue a Certificate of Incorporation.

This is the date of incorporation of the company.

7) Obtain a Certificate of Commencement of Business. This is the date from which a company can commence business in India (Applicable only for Public Limited Companies)

8) You can now open the bank account for the company and start operations.

Approximate Time for formation:

For approval of Name

5 Working days from date of submission of form.

For submission of MOA /

AOA

20 Working days from date of receipt of letter from ROC approving the name. Obtaining final Certificate of Incorporation

10 Working days from the date of submission of AOA / MOA

Total 35 Working Days *

Composition of Board of Directors

Every Public Company shall have at least three directors and private companies two. In order

to qualify for being appointed as a director, few provisions have to be carefully understood -

1) The directors should be of sound mind and solvent

2) The directors should not be convicted by Court for more than six months and if convicted, then a period of five years should have elapsed from the date of sentence

3) The proposed director should have honored payment of all calls on shares and should have not defaulted on the same.

4) The proposed director person should not be a director of more than fifteen companies in

India.

Source:- www.kdpaccountants.com