A company is one of the most popular and widespread business forms used by entrepreneurs in India and around the world. It enables both individual and non-person entities to collaborate, pool resources, and conduct business activities in order to achieve common goals and objectives. In India, companies are governed by the Companies Act of 2013, which establishes a legal framework for the formation of various types of companies, as well as their incorporation, management, compliance, and closure. The purpose is to regulate all areas of businesses, ensuring transparency, accountability, and fair trading practices throughout the country.
Factors Affecting Company Classification Under The Companies Act
Several variables determine a company’s classification under the Companies Act. These variables serve to distinguish businesses depending on their size, ownership structure, operations, and regulatory requirements. Understanding these variables is critical because it sheds light on the obligations and rewards connected with each categorization. Let us look at the important elements that determine the classification of companies:
Size of the Company: A company’s size, which is frequently defined by its turnover, capital investment, or number of employees, is important in determining its classification. The Companies Act normally establishes thresholds or criteria for classifying businesses as small or large. The size classification determines the extent to which the company is subject to regulatory regulations and compliance duties.
Ownership & Management Structure: A company’s ownership structure is another important component in determining its classification. Companies are grouped into three types: private limited companies, public limited companies, and one-person companies. Each classification has its own set of rules for ownership, shareholder rights, and decision-making procedures.
Intended Business Activity: The type of business activity carried out by a corporation also determines its classification. Banking and non-banking financial activities refer to companies that provide specialised financial services such as banking, insurance, or other financial products. On the other side, we have firms that engage in non-profit operations. The Companies Act establishes distinct regulatory structures for several types of companies.
Country of Origin: firms that operate in India but are formed outside of its borders are referred to as foreign firms and are subject to distinct laws and regulations under the Companies Act. To operate legally in India, foreign enterprises must often meet more stringent registration, reporting, and compliance criteria.
Owner Liability: The level of liability undertaken by the firm’s owners or shareholders is also an essential consideration in determining company categorization. Companies are classed as limited or unlimited liability based on the personal liability of their owners.
Different Company Types and Classification The Companies Act of 2013 classifies companies based on variables including size, ownership structure, economic activity, liability, and geographical reach. Let us investigate each classification and its specific types in depth.
Company Types by Size:
Small Company: A small company is defined in Section 2(85) of the Companies Act of 2013. It fulfils the following criteria:
Paid-up share capital must not exceed INR 4 crore.
Turnover in the previous fiscal year must exceed INR 40 crores.
Must not be incorporated or operational as a Public firm, Section 8 Company, Holding Company, Subsidiary Company, or any other firm registered under the Companies Act.
The Companies Act of 2013 provides small businesses with streamlined compliance benefits that allow for a more flexible operational structure. A tiny company benefits from having two board meetings each year rather than four, which reduces its administrative burden. Furthermore, the elimination of the required cash flow declaration at year-end allows financial flexibility. Notably, the Director’s Remuneration Statement is now signable by either the Company Secretary or the Director, which simplifies the approval procedure. Furthermore, small businesses are excluded from the mandatory rotation of auditors under Section 139(2), and specific information in the Auditors’ Report is not required. While Sections 92(5), 117(2), and 137(3) are mandatory, small businesses benefit from a more flexible regulatory stance.
Non-small companies: Non-small companies are those that do not meet the requirements to be categorised as small. They are subject to regular compliance and financial reporting duties as required by the Companies Act.
Company Types Based on Ownership and Management:
Private Companies: A private corporation, as defined by Section 2(68) of the Companies Act 2013, has the following characteristics:
Restricts the ability to transfer its shares.
Has a minimum of two and a maximum of 200 members (excluding current and former employees who are also shareholders).
prohibits any public request to subscribe to its shares or debentures.
Owners receive minimal liability benefits.
A public company, as defined in Section 2(71) of the Companies Act 2013, has no limits on share transferability.
Having at least seven members (with no maximum number).
The ability to raise funds through the public issuance of shares or debentures.
Public limited corporations have the advantage of generating funds through public offerings, but they are subject to more stringent compliance and regulatory oversight.
One-Person Company (OPC): The Companies Act of 2013 established the OPC, a type of private limited company that can be formed with only one stakeholder. It gives the individual owner a separate legal identity and restricted responsibility, combining the advantages of a private limited company with the convenience of running a single business.
Company Types Based on Business Activities:
Financial and NBFC firms participate in the financial industry, offering financial services such as deposits, insurance, and credit. These businesses are governed by special laws, such as the Reserve Bank of India Act, the Insurance Act, or appropriate financial regulatory authorities. Financial institutions play an important role in the economy by offering financial services, managing risk, and promoting economic growth.
Profit-Making Company: Profit-making businesses are founded with the primary goal of increasing profits for their shareholders or owners. These companies operate in a variety of business operations, including manufacturing, trading, services, and technology. They operate with the goal of generating income that exceeds expenses and then distributing profits to shareholders or reinvesting in business expansion. Profit-making corporations are subject to the general standards and restrictions established in the corporations Act of 2013, which include compliance requirements, financial reporting, and corporate governance responsibilities.
Non-profit organisations are established to promote art, science, commerce, religion, charity, sports, education, research, or any other social goal. These firms are registered under Section 8 of the firms Act 2013 and must use their income purely to further their goals. Non-profit organisations differ from for-profit organisations in that they prioritise social benefit rather than distributing profits to their members. Instead, any surplus is used to support the company’s social aims. Non-profit organisations are excluded from certain provisions of the Companies Act, but they must adhere to tight laws about the use of funds and compliance with the organization’s aims.
Types of Companies by Country of Origin:
Domestic Company: A domestic company is formed and registered in India and works within the country’s borders. It is subject to the Companies Act of 2013’s restrictions and compliance obligations.
Section 2(42) of the Companies Act 2013 defines a foreign company as any firm formed outside of India but with a place of business in India. Foreign firms operating in India must comply with strict registration, reporting, and compliance requirements outlined in the firms Act.
Company Types Based on Shareholders’ Liability:
Limited corporations are companies that limit the liability of its stockholders. It can be further divided into two types: businesses limited by shares and companies limited by guarantees.
restricted by Shares: These firms’ responsibility is restricted to the unpaid amount on the shares held by the shareholders. Most private and public limited firms come into this group.
Limited by Guarantee: These companies do not have any share capital. The members’ liability is restricted to the amount they agree to pay if the firm is liquidated.
Unlimited Companies: In an unlimited business, the members’ liability is unlimited. Members are directly responsible for paying off the company’s debts and responsibilities. Unlimited corporations are uncommon and are typically founded for specific reasons or in niche markets.
Conclusion
Understanding company classification under the Companies Act 2013 in India is critical for entrepreneurs, investors, and professionals. The criteria that influence company classification, such as size, ownership structure, economic activity, liability, and geographical scope, shed light on the different terrain of businesses.
Stakeholders can create a solid basis for corporate success by choosing the right company type and adhering to the necessary legislation. It is critical to seek competent assistance and stay current on the Companies Act in order to ensure compliance and make educated decisions. Entrepreneurs may contribute to India’s thriving and sustainable business environment by taking use of the benefits and completing the obligations of each company form.
