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Setting up of Business Entities and Closure (Max Marks 100)
To provide working knowledge and understanding of setting up of business entities
and their closure.
Part A : Setting up of Business (40 Marks)
1. Choice of Business Organization : Key features of various structures and issues in
choosing between business structures including identification of location; tax
2. Company : Private Company; Public Company; One Person Company; Nidhi
Company; Producer Company; Foreign Company- Liaison Offices; Branch Office &
Project Office; Formation and Registration.
3. Charter documents of Companies : Memorandum of Association and Articles of
Association; Doctrine of ultra-vires; Doctrine of indoor management; Doctrine of
constructive notice; Incorporation Contracts; Alteration in MOA & AOA- Change of
name; registered office address; objects clause; alteration in share capital and
alteration in articles of association.
4. Legal status of Registered Companies : Small Company; Holding Company;
Subsidiary Company & Associate Company; Inactive Company; Dormant Company;
5. Limited Liability Partnership : Concept of LLP; Formation and Registration; LLP
Agreement; Alteration in LLP Agreement; Annual and Event Based Compliances.
6. Other forms of business organizations : Partnership; Hindu Undivided Family;
Sole Proprietorship; Multi State Co-operative Society; Formation; Partnership
Agreement and its registration.
7. Institutions Not For Profit & NGOs : Section 8 Company; Trust and SocietyFormation
8. Financial Services Organization : NBFCs; Housing Finance Company; Asset
Reconstruction Company; Micro Finance Institutions (MFIs); Nidhi Companies;
Payment Banks; Registration.
9. Start-ups : Start-up India Policy; Registration Process; Benefits under the
Companies Act and other Government Policies; Different types of capital- Seed
Capital; Venture Capital; Private Equity; Angel Investor; Mudra Bank.
10. Joint Ventures; Special Purpose Vehicles : Purpose and Process.
11. Setting up of Business outside India : Issues in choosing location; Structure and
the processes involved.
12. Conversion of existing business entity : Conversion of private company into
public company and vice versa; Conversion of Section 8 company into other kind of
Company; Conversion of Company into LLP and vice versa; Conversion of OPC to
other type of company and vice versa; Company authorised to be registered under
the Act (Part XXI Companies); and other types of conversion.
Part B : Registration; Licenses & Compliances (35 Marks)
13. Various Initial Registrations and Licenses : Mandatory Registration – PAN; TAN;
GST Registration; Shops & Establishments; SSI/MSME; Additional
Registration/License – ESI/PF; FCRA; Pollution; Other registration as per
requirement of sector; IE Code; Drug License; FSSAI; Trademark; Copyright; Patent;
Design; RBI; Banking; IRDA; Telecom; I & B; MSME Registration; Udyog Aadhar
Memorandum; Industrial License, Industrial Entrepreneurs Memorandum (IEM);
State Level Approval from the respective State Industrial Department.
14. Maintenance of Registers and Records : Register and Records required to be
maintained by an enterprise.
15. Identifying laws applicable to various Industries and their initial compliances:
Compliance of industry specific laws applicable to an entity at the time of setting up
of the enterprise.
16. Intellectual Property laws (Provisions applicable for setting up of business):
Copyright Act; 1957; Patents Act; 1970; Trade Mark Act; 1999; Geographical
indication of Goods (Registration and Protection) Act; 1999; Designs Act; 2000.
17. Compliances under Labour Laws (Provisions applicable for setting up of
business): Factories Act; 1948; Minimum Wages Act; 1948;Payment of Wages Act;
1936; Equal Remuneration Act; 1976; Employees’ State Insurance Act;
1948;Employees’ Provident Funds and Miscellaneous Provisions Act; 1952;
Payment of Bonus Act; 1965; Payment of Gratuity Act; 1972; Employees
Compensation Act; 1923; Contract Labour (Regulation and Abolition) Act; 1970;
Industrial Disputes Act; 1947; Trade Unions Act; 1926; Maternity Relief Act; 1961;
Child and Adolescent Labour (Prohibition and Regulation) Act; 1986;Persons with
Disabilities ( Equal Opportunities; Protection of Rights and Full Participation ) Act;
1995 Prevention of Sexual Harassment of Women at Workplace (Prevention;
Prohibition and Redressal) Act; 2013.
18. Compliances relating to Environmental laws (Provisions applicable for setting
up of business) : Water (Prevention and Control of Pollution) Act; 1974; Air
(Prevention and Control of Pollution) Act; 1981; Environment Protection Act;
1986; Public Liability Insurance Act; 1991; National Green Tribunal Act; 2010.
Part C : Insolvency; Winding up & Closure of Business (25 Marks)
19. Dormant Company : Obtaining dormant status and dormant to active status.
20. Strike off and restoration of name of the company and LLP.
21. Insolvency Resolution process; Liquidation and Winding-up : An overview.