Setting up of Business Entities and Closure (CSE Paper-3) CS Executive Mod-1


Paper 3
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.
Detailed Contents

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 implications etc.
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; Government 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 Society Formation and Registration.
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; UdyogAadhar 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.