CS Executive Company Law Syllabus

Company Law syllabus — full chapter and topic list

Expand any chapter to see its topics and sub-topics. This is the whole examinable outline for Company Law in CS Executive, not a summary of it.

1. 1

   Introduction to Company Law

   3 topics

   • Historical Development
   • Concept of Corporate Personality
   • Types of Companies
2. 2

   Incorporation of Company and Matters Incidental Thereto

   3 topics

   • Formation of Company
   • Memorandum and Articles of Association
   • Alteration of Memorandum and Articles
3. 3

   Share Capital and Debentures

   3 topics

   • Types of Share Capital
   • Issue of Shares
   • Debentures

Company Law flashcards for CS Executive

25 of 52 cards from the Company Law deck — real questions with worked answers.

1. Under which Act is company law in India currently governed, and what year was it enacted?

   The Companies Act, 2013, which replaced the Companies Act, 1956. It received Presidential assent on 29 August 2013.

2. Which committee's report formed the basis of the Companies Act, 2013?

   The J.J. Irani Committee Report (2005), constituted by the Government of India to advise on a new company law framework.

3. Trace the major milestones in the historical development of company law in England.

   Joint Stock Companies Act 1844 (first to allow incorporation by registration), Limited Liability Act 1855 (introduced limited liability), and the Companies Act 1862 (consolidated and is regarded as the foundation of modern company law).

4. What was the significance of the Limited Liability Act, 1855 in England?

   It first introduced the principle of limited liability for shareholders, limiting their liability to the amount unpaid on their shares.

5. Define a 'company' as understood under the Companies Act, 2013.

   Per Section 2(20), a company means a company incorporated under the Companies Act, 2013 or under any previous company law. It is an artificial legal person created by law, having perpetual succession and a common seal (now optional).

6. What is meant by the 'corporate personality' of a company?

   It means a company is a separate legal entity distinct from its members, capable of owning property, suing and being sued in its own name, and having rights and liabilities separate from those of its shareholders.

7. Which landmark case established the principle of separate legal personality of a company?

   Salomon v. Salomon & Co. Ltd. (1897), House of Lords, which held that a company is a distinct legal person separate from its shareholders even if one person holds almost all shares.

8. List the key features/characteristics of a company as a corporate body.

   Separate legal entity, perpetual succession, limited liability, transferability of shares, separate property, capacity to sue and be sued, common seal (optional), and artificial legal person.

9. What is 'lifting' or 'piercing' of the corporate veil?

   It is the judicial or statutory disregard of a company's separate legal personality to look at the real persons behind it, done to prevent fraud, improper conduct, evasion of law or tax, or where the company is a sham/facade.

10. Give two statutory grounds under the Companies Act, 2013 for lifting the corporate veil.

    Misrepresentation in prospectus (Section 34/35 liability), and fraudulent conduct of business (Section 339 - liability for fraudulent trading during winding up). Also reduction of members below statutory minimum and ultra vires acts.

11. What is meant by 'perpetual succession' of a company?

    The company's existence continues unaffected by the death, insolvency, retirement, or change of its members. 'Members may come and go, but the company goes on forever' until legally wound up.

12. Classify companies on the basis of incorporation.

    Chartered companies (by Royal Charter), Statutory companies (by special Act of Parliament/Legislature, e.g., RBI, LIC), and Registered/Incorporated companies (registered under the Companies Act).

13. Distinguish between a private company and a public company under the Companies Act, 2013.

    Private company [Sec 2(68)]: minimum 2 members, maximum 200, restricts share transfer, prohibits public invitation for shares, minimum 2 directors. Public company [Sec 2(71)]: minimum 7 members, no maximum, freely transferable shares, can invite public, minimum 3 directors.

14. What is a One Person Company (OPC) and what is the key requirement under Section 2(62)?

    An OPC is a company with only one person as a member. It must have one member, can have one director, and must nominate a nominee (with their written consent) who becomes member on the subscriber's death or incapacity.

15. Define a 'holding company' and a 'subsidiary company'.

    A holding company [Sec 2(46)] is one that controls another company through composition of its Board or by holding more than one-half of total voting power. The controlled company is the subsidiary [Sec 2(87)].

16. What is an 'associate company' under Section 2(6)?

    A company in which another company has significant influence (control of at least 20% of total voting power, or control of business decisions under an agreement), but which is not a subsidiary. Includes a joint venture company.

17. What is a Section 8 company?

    A company formed for promoting charitable objects such as commerce, art, science, sports, education, research, social welfare, religion, charity or environment protection, which applies its profits to its objects and prohibits payment of dividend to members.

18. Distinguish between a company limited by shares and a company limited by guarantee.

    In a company limited by shares, members' liability is limited to the unpaid amount on their shares. In a company limited by guarantee, members' liability is limited to the amount they undertake to contribute to assets in the event of winding up.

19. What is a 'government company' under Section 2(45)?

    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 both, including a subsidiary of such a government company.

20. What is a 'foreign company' under Section 2(42)?

    Any company or body corporate incorporated outside India which has a place of business in India (whether by itself or through an agent, physically or electronically) and conducts any business activity in India.

21. What is a 'small company' under Section 2(85)?

    A company (other than a public company) whose paid-up share capital does not exceed the prescribed limit (Rs. 4 crore) and turnover does not exceed the prescribed limit (Rs. 40 crore). Holding, subsidiary, Section 8 and statutory companies cannot be small companies.

22. What are the main stages in the formation/incorporation of a company?

    Promotion (conceiving the idea and assembling resources by promoters), Incorporation/Registration (filing documents with the Registrar to obtain the Certificate of Incorporation), and Commencement of Business (filing declaration before starting business).

23. Who is a 'promoter' under Section 2(69) of the Companies Act, 2013?

    A person named as such in the prospectus or annual return, or who has control over company affairs as a director/shareholder, or in accordance with whose advice/instructions the Board acts. Excludes those acting purely in a professional capacity.

24. What is the integrated form used for incorporation of a company in India?

    The SPICe+ form (Simplified Proforma for Incorporating Company Electronically Plus), an integrated web form for name reservation, incorporation, DIN, PAN, TAN, EPFO, ESIC, GST and bank account.

25. What is a Certificate of Incorporation and what is its legal effect?

    It is the document issued by the Registrar evidencing that the company is born as a legal person. Under Section 7, it is conclusive evidence that all requirements of registration have been complied with and the company is duly registered.

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