Setting up of Business Entities and Closure (SBEC)

Setting up of Business Entities and Closure

Company Secretary (CS) Executive Programme - Module 1, Paper 3

Setting up of Business Entities and Closure:

BUSINESS (also known as an enterprise, a company, or a firm) is an organizational entity and legal entity made up of an association of people, be they natural, legal, or a mixture of both who share a common purpose and unite in order to focus their various talents and organize their collectively available skills or resources to achieve specific declared goals and are involved in the provision of goods and services to consumers.

Setting up of Business Entities means the establishment or creation of business entities.

Closure of Business Entities means to bring to an end of business entities.

As per new syllabus 2018, it is covered under Company Secretary (CS) Executive Programme in Module 1, Paper 3- SETTING UP OF BUSINESS ENTITIES AND CLOSURE.

  1. Level of Knowledge: Basic Knowledge
  2. Objective of ICSI: To provide working knowledge and understanding of setting up of business entities and their closure.
  3. Mode of examination: Written based.
  4. 100 Marks Paper:
Part A: Setting up of Business Part B: Registration; Licenses & Compliances Part C :Insolvency; Winding up& Closure of Business
40 marks 35 marks 25 marks
Choice of Business Organization:

Key features of various structures and issues in choosing between business structures including identification of location; tax implications etc.

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.

Dormant Company:

Obtaining dormant status and dormant to active status.

Company:

Private Company; Public Company; One Person Company; Nidhi Company; Producer Company; Foreign Company Liaison Offices; Branch Office & Project Office; Formation and Registration.

Maintenance of Registers and Records:

Register and Records required to be maintained by an enterprise.

Strike off and restoration of name of the company and LLP.
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.

Maintenance of Registers and Records:

Register and Records required to be maintained by an enterprise.

Insolvency Resolution process; Liquidation and Winding-up:

An overview.

Legal status of Registered Companies:

Small Company; Holding Company; Subsidiary Company & Associate Company; Inactive Company; Dormant Company; Government Company.

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.

Limited Liability Partnership:

Concept of LLP; Formation and Registration; LLP Agreement; Alteration in LLP Agreement; Annual and Event Based Compliances.

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.

Other forms of business organizations:

Partnership; Hindu Undivided Family; Sole Proprietorship; Multi State Co-operative Society; Formation; Partnership Agreement and its registration.

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.

Institutions Not For Profit &NGOs:

Section 8 Company; Trust and Society- Formation and Registration.

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.

Financial Services Organization:

NBFCs; Housing Finance Company; Asset Reconstruction Company; Micro Finance Institutions (MFIs); Nidhi Companies; Payment Banks; Registration.

   
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.

Joint Ventures; Special Purpose Vehicles : Purpose and Process.    
Setting up of Business outside India:

Issues in choosing location; Structure and the processes involved.

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.

Link for CS Executive New syllabus2018 (ICSI website)