Types of Companies covered under the Companies Act, 2013?

Rules relating buy back of shares of Indian Companies under the Companies Act and Companies (Share Capital and Debentures) Rules, 2014.

The Companies Act, 2013 in India covers various types of companies. The relevant sections defining the types of companies are:

  1. Section 2(20) – Company: A company incorporated under this Act or under any previous company law.
  2. Section 2(68) – Private Company: A company having a minimum paid-up share capital as may be prescribed, and which by its articles restricts the right to transfer its shares; limits the number of its members to 200 and prohibits any invitation to the public to subscribe for any securities of the company.
  3. Section 2(71) – Public Company: A company which is not a private company and has a minimum paid-up share capital as may be prescribed.
  4. Section 2(62) – One Person Company (OPC): A company which has only one person as a member.
  5. Section 2(87) – Subsidiary Company: A company in which the holding company controls the composition of the Board of Directors, or exercises or controls more than one-half of the total share capital either at its own or together with one or more of its subsidiary companies.
  6. Section 2(46) – Holding Company: A company in relation to one or more other companies, controls the composition of the Board of Directors or exercises or controls more than one-half of the total share capital either at its own or together with one or more of its subsidiary companies.
  7. Section 2(94) – Associate Company: In relation to another company, means a company in which that other company has a significant influence, but which is not a subsidiary company of the company having such influence and includes a joint venture company.

There are other types of companies as well, such as a foreign company, a government company, a nidhi company, a small company and dormant companies.

Company (Section 2(20))

As per Section 2(20) of the Companies Act, 2013, a ‘Company’ signifies any association of persons registered under this Act or any previous company laws. It may be formed for any lawful purpose by seven or more persons (in the case of a public company), or by two or more persons (in the case of a private company), or by just one person (in the case of a One Person Company). It is a separate legal entity distinct from its members and has perpetual succession.

Private Company (Section 2(68))

A ‘Private Company’, according to Section 2(68) of the Companies Act, 2013, restricts the transferability of its shares, limits its maximum number of members to 200 (excluding current and former employees), and prohibits invitations to the public to subscribe to its shares or debentures. It is a closely-held corporate entity, often operated by family members or small business owners.

Public Company (Section 2(71))

Section 2(71) of the Act defines a ‘Public Company’ as any company which is not a private company. A public company has a minimum paid-up share capital, as prescribed, and it does not restrict the transfer of its shares, nor does it limit the number of its members. It can invite the public to subscribe to its shares or debentures.

One Person Company (OPC) (Section 2(62))

One Person Company (OPC), as defined under Section 2(62) of the Companies Act, 2013, is a new concept in India that allows single ownership in a company. It allows an individual to run a company solely, offering the benefits of a company form of organization without the complexities of maintaining and managing a larger entity.

Subsidiary Company (Section 2(87))

As per Section 2(87) of the Companies Act, 2013, a ‘Subsidiary Company’ is a company in which the holding company controls the composition of the Board of Directors or exercises or controls more than one-half of the total share capital either at its own or together with one or more of its subsidiary companies.

Holding Company (Section 2(46))

A ‘Holding Company’, according to Section 2(46) of the Companies Act, 2013, is a company that has one or more subsidiary companies. This means that the holding company controls more than half of the total share capital of the subsidiary company or controls the composition of its Board of Directors.

Associate Company (Section 2(6))

An ‘Associate Company’, as per Section 2(6) of the Companies Act, 2013, is a company in which another company has a significant influence, which means control of at least 20% of total share capital, or business decisions under an agreement.

Foreign Company (Section 2(42))

As defined under Section 2(42) of the Companies Act, 2013, a ‘Foreign Company’ is any company incorporated outside India but has a place of business in India, either by itself or through an agent, physically or through electronic mode, and conducts any business activity in India in any other manner.

Government Company (Section 2(45))

As per Section 2(45) of the Companies Act, 2013, a ‘Government Company’ is a company in which not less than 51% of the paid-up share capital is held by the Central Government, or by any State Government(s), or partly by the Central Government and partly by one or more State Governments.

Nidhi Company (Section 406)

A Nidhi Company, as per Section 406 of the Companies Act, 2013, is a company that has been incorporated with the object of cultivating the habit of thrift and savings amongst its members, receiving deposits from, and lending to, its members only, for their mutual benefit.

Small Company (Section 2(85))

A ‘Small Company’, under Section 2(85) of the Companies Act, 2013, is a company, other than a public company, with a paid-up share capital not exceeding fifty lakh rupees or such higher amount as may be prescribed (not exceeding ten crore rupees) and with turnover not exceeding two crore rupees or such higher amount as may be prescribed (not exceeding one hundred crore rupees).

Dormant Company (Section 455)

As per Section 455 of the Companies Act, 2013, a ‘Dormant Company’ is a company formed and registered under this Act for a future project or to hold an asset or intellectual property and has no significant accounting transaction.

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