COMPANY LAWER

The subject of company law in India is an important field of legal services as all activities pertaining to the companies, formation, mergers, acquisitions etc are covered in this filed and are directly related to the commercial activities which are very important. Indian Company Act is the basic document which describes the entire processes relating to formation, incorporation and operation of a company. In India the company formation is mainly of two kinds - private limited company which is basically a private holding and public limited company which is a company created and floated for public at large with wide scope of participation of public in the same through their shares. We are legalhelplineindia have the requisite qualified team of attorneys to deal with the matters related to formation, incorporation & registration of companies.

We provide the complete services related to the incorporation of private limited company, public company. All kinds of compliances with the company law including the filing of returns, filing of all forms under the company law. We also take up the matters pertaining to mergers of companies, takeovers, amalgamations of companies. Formation of joint venture companies. The main services related to the business start up services in India are the core area of formation of companies, registration of companies, clearance of the names of the companies. Drafting the terms and conditions of mergers, amalgamations, joint ventures, international agreements etc.

Our attorneys also provide the services pertaining to disputes between Directors of the company, disputes of mergers, takeovers, disputes before the Company Law Board. Civil injunctions pertaining the transfer of the shares.

Foreign Company:-

The Government of India regulates the advent of foreign companies in India and the nature of their businesses to be taken up in India. Such regulations are mainly notified by the department of Corporate Affairs and are regulated by the authorities concerned. There are restrictions in several fields where the foreign companies can not engage in any kind of business or trade however in recent times the restrictions have been minimized and doors have been opened for foreign investors in several core areas of business in India. The affairs of the foreign companies are also regulated through Reserve Bank of India which mainly governs the way in which foreign exchange could be brought in India. The Foreign Exchange Management Act (FEMA) guides the manner in which foreign exchange could be brought to India and the ways and means through which it can be spent. The Reserve Bank of India also issues several kinds of orders, circulars, notifications in this regard which regulate the entire affair.

A foreign company/ legal entity/foreign national can commence its business in India broadly in the following ways:-

• INCROPORATING INDIAN COMPANY:- In India as per the existing policy of the government of India some of the Business in the most of the permitted categories can be carried by a foreign entity by incorporating a company under the companies Act, 1956 through Joint Ventures or Wholly Owned Subsidiaries. Foreign equity in such Indian companies can be up to 100% depending on the nature of activities under the Foreign Direct Investment (FDI). The following types of companies are broadly allowed in India for foreign entities:-

  • JOINT VENTURE WITH AN INDIAN PARTNER:- Foreign Companies can commence their operations in India by foreign alliances with Indian partners subject to the terms and conditions and the regulations imposed by the Government of India.

  • WHOLLY OWNED SUBSIDIARY COMPANY:- foreign nationals or entities can also to setup Wholly-Owned subsidiary in sectors where 100% foreign direct investment is permitted under the FDI policy by the government of India.

• METHOD OF INCORPORATION OF A COMPANY IN INDIA:- An application to be filed with Registrar of Companies (ROC) after completing all the formalities. The company is subject to Indian laws and regulations as applicable to other domestic Indian companies. The steps involved with the incorporation of company are :-

  • STEP ONE :-Obtaining approval for the proposed name of the company from the Registrar of Companies in India.
  • STEP TWO:- Drafting the Memorandum of Association for the company.
  • STEP THREE:- Drafting the Articles of Association for the company.
  • STEP FOUR:- Payment of Registration Fees to the ROC.
  • STEP FIVE:- Grant of certificate of incorporation.
  • STEP SIX :- Obtaining the certificate of commencement of business from RBC in case of a public limited Company.

• LIASION OFFICE/REPRESENTATIVE OFFICE/BRANCH OFFICE/PROJECT OFFICE IN INDIA:- Such offices can undertake any of the permitted activities. Companies have to be registered with the Registrar of Companies (ROC) within 30 days of setting up a place of business in India.

  • Liaison Office/Representative Office: Liaison office acts as a channel of communication between the main office of the foreign company with the place of business or head office in India. Liaison office can not undertake any commercial activity directly or indirectly and can not earn any income in India. Its role is limited to collecting information about the business opportunities and providing the said information to its parent body. It can promote export/import from/to India. It can facilitate technical financial collaboration between parent Company and companies in India. Approval for establishing a liaison office in India is granted by Reserve Bank of India (RBI). The flow of funds from the parent companies is regulated under the Foreign Exchange Management Act (FEMA).

  • Project Office: Foreign Companies planning to execute specific project India can set up temporary project/site offices in India. RBI has now granted general permission to foreign entities to establish Project Offices subject to specified conditions. Such offices can not undertake or carry on any activity other than the activity relating and incidental to execution of the project on its completion, general permission for which has been granted by the RBI.

  • Branch Office: Foreign Companies engaged in manufacturing and trading activities abroad are allowed to set up Branch Offices in India for the following purposes:

    1. Export/Import of goods.
    2. Rendering professional or consultancy services.
    3. Carrying out research work the parent company is engaged
    4. Promoting technical or financial collaborations between Indian companies and parent or overseas group company
    5. Representing the parent company in India and acting as buying/selling agents in India
    6. Rendering services in information Technology and development of software in India
    7. Rendering technology support to the products supplied by the parent/group companies
    8. Foreign airlines/shipping company

  • A branch office is not allowed to carry out manufacturing activities but is permitted to subcontract these to an Indian manufacturer. Branch Offices established with the approval of RBI, may remit outside India profit of the branch, net of applicable Indian taxes and subject to RBI guidelines.

  • Branch Office on "Stand Alone Basis: Such Branch Offices would be isolated and restricted to the Special Economic zone(SEZ) alone and no business activity/transaction will be allowed outside the SEZs in India, which include branches/subsidiaries of its parent office in India. No approval shall be necessary from RBI for a company to establish a branch/unit in SEZs to undertake manufacturing and service activities subject to specified conditions.

• FOREIGN DIRECT INVESTMENT (FDI) POLICY: FDI under routes is now allowed in all sectors, except a few sectors where the existing and notified sect oral policy does not permit FDI beyond a ceiling.

• TAXATION IN INDIA: India is moving towards reforming its tax policies and systems so as to facilitate globalization of economic activities. The corporate tax rate for foreign company 40%. The net tax rate is far lower than this on account of various deductions and exemption available in Special Economic Zones set up to make industry globally competitive. Infrastructure Sector Project enjoys special tax treatment/holidays.

• INVESTMENT FACILITATION: Secretariat for Industrial Assistance (SIA) in Department of Industrial Policy and Promotion, Government of India provides a single window service for entrepreneurial assistance, Investor facilitation and monitoring implementation of the projects. Secretariat for Industrial Assistance (SIA) Department of industrial policy and promotion Ministry of Commerce & Industry, Udyog Bhavan, New Delhi-110011.

Important services in the field of Company Laws

• All kinds of documentation, compliances of the Company Law.
• All kinds of services related to drafting of agreements pertaining to takeovers, mergers, de-mergers, share transfer agreements.
• All kinds of services pertaining to registration of companies, drafting of the Memorandum of Association and Articles of Association for incorporation of the Companies.
• Services pertaining to compliances before the Registrar of Companies, Company Law Board, Ministry of Corporate Affairs.
• All services related to formation and incorporation of companies, private limited companies, public limited companies, NBFC, FII etc.
• All kinds of start up services for foreign nationals in India with entire setup for advice, compliances.