ONLINE CERTIFICATE COURSE ON COMPANY LAW
(COMPANY LAW - SYLLABUS)1. Introduction and Basic Concepts
- Definition and Nature of a Company
- Characteristics of a Company
- Types of Companies: Private, Public, One-Person Company (OPC), Small Company, Holding & Subsidiary Companies
- Distinction between:
- Company and Partnership
- Company and Cooperative Society
- Public Company and Private Company
- Lifting of Corporate Veil
2. Formation of a Company
- Promotion of a Company: Meaning, Duties, and Responsibilities of Promoters
- Pre-Incorporation Contracts
- Registration of a Company under the Companies Act
- Memorandum of Association (MOA) – Definition, Clauses, Alteration
- Articles of Association (AOA) – Definition, Contents, Alteration
- Doctrine of Ultra Vires
3. Prospectus and Share Capital
- Prospectus: Definition, Contents, Types
- Misstatements in Prospectus and Remedies
- Share Capital: Meaning, Kinds (Equity, Preference, Redeemable, Sweat Equity)
- Issue of Shares: Allotment, Forfeiture, Reissue
- Share Certificates and Share Warrant
- Debentures: Meaning, Types, Issue, Redemption
4. Membership
- Members of a Company: Definition and Rights
- Register of Members
- Transfer and Transmission of Shares
- Nomination and Beneficial Ownership
5. Management and Administration
- Directors: Appointment, Qualifications, Disqualifications, Duties, Powers, Liabilities
- Key Managerial Personnel (KMP)
- Managerial Remuneration
- Meetings of Shareholders and Directors: AGM, EGM, Board Meetings
- Resolutions: Ordinary and Special
- Minutes of Meeting
6. Company Accounts and Audit
- Books of Accounts and Records
- Financial Statements: Preparation and Contents
- Audit: Appointment, Rights, Duties, and Liabilities of Auditors
- Dividend: Declaration, Payment, and Restrictions
7. Corporate Governance
- Concept and Principles
- Role of Board of Directors in Corporate Governance
- SEBI Guidelines (if applicable)
- Corporate Social Responsibility (CSR) – Provisions under Companies Act
8. Reconstruction, Amalgamation, and Winding Up
- Types of Reconstruction: Internal and External
- Amalgamation and Mergers: Legal Provisions
- Winding Up of a Company: Types, Procedure, Role of Tribunal
- Liquidator: Powers and Duties
9. Minority Rights and Remedies
- Prevention of Oppression and Mismanagement
- Derivative Action
- Shareholder Remedies
10. Contemporary Issues in Company Law
- One Person Companies (OPC) and Small Companies
- Start-ups and Private Companies
- Corporate Insolvency and Bankruptcy (Basic Overview)
- Digitalization in Corporate Compliance
11. Case Laws and Practical Exercises
- Landmark Cases
- Drafting of MOA and AOA Clauses
- Preparation of Board Resolutions and Notices