Definition Section 43 of the companies act 2013 prescribes that the share capital of a company broadly can be of two types or classes : Preference shares Equity shares Preference shares Preference shares are the shares that carry the following two preferential rights : Preferential rights to receivRead more
Definition
Section 43 of the companies act 2013 prescribes that the share capital of a company broadly can be of two types or classes :
- Preference shares
- Equity shares
Preference shares
Preference shares are the shares that carry the following two preferential rights :
- Preferential rights to receive dividends, to be paid as a fixed amount or an amount calculated at a fixed rate, which may either be free of or subject to income tax before it is paid to equity shareholders, and
- Return of capital on the winding up of the company before that of equity shares.
Classes of preference shares
Preference shares are broadly classified as follows :
- With reference to the dividend
- Participation in surplus profit
- Convertibility
- Redemption
With reference to the dividend
Cumulative preference shares are those preference shares that carry the right to receive arrears of dividends before the dividend is paid to the equity shareholders.
Non-cumulative preference shares are those that do not carry the right to receive arrears of dividends.
Participation in surplus profit
Participating preference shares of the company may provide that after the dividend has been paid to the equity shareholders, the holders of preference shares will also have a right to participate in the remaining profits.
Non-participating preference shares are those preference shares that do not carry the right to participate in the remaining profits after the equity shareholders have paid the dividend.
Convertibility
Convertible preference shares are those preference shares that carry the right to be converted into equity shares.
Non-convertible preference shares are those that do not carry the right to be converted into equity shares.
Redemption
Redeemable preference shares are those preference shares that are redeemed by the company at the time specified for the repayment or earlier.
Irredeemable preference shares are preference shares the amount of which can be returned by the company to the holders of such shares when the company is wound up.
Equity shares
Equity shares are those shares that are not preference shares.
Equity shares are the most commonly issued class of shares that carry the maximum ‘risk and reward ‘ of the business the risks of losing part or all the value of the shares if the business incurs losses.
The rewards are the payment of higher dividends and appreciation in the market value.
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Definition A limited liability partnership (LLP)is a business vehicle like a partnership that features the partners ‘ liability is limited. Thus, it has elements of partnership and company. Another important feature of LLP is that each partner is not responsible or liable for another partner’s miscoRead more
Definition
A limited liability partnership (LLP)is a business vehicle like a partnership that features the partners ‘ liability is limited. Thus, it has elements of partnership and company.
Another important feature of LLP is that each partner is not responsible or liable for another partner’s misconduct or negligence.
LLP as constituted in INDIA:
The limited liability partnership act, 2008 came into effect on 31st march, 2009. LLP is different from a partnership as it operates like a partnership, but in an LLP each partner is protected from personal liability, except to the extent of his capital contribution in the LLP.
• LLP is subject to income tax like any other partnership firm.
• A partner is not liable for independent or unauthorized actions of other partners, thus allowing individual partners to be shielded from joint liability created by another partner‘s wrongful business decisions or misconduct.
• LLP is a body corporate and legal entity separate from its partners. It has perpetual succession like a limited liability company.
Indian partnership act 1932 is not applicable to LLPs and also the limit on the number of partners in an LLP is not applicable, unlike an ordinary partnership firm where the maximum number of partners cannot exceed the number specified under SEC 464 of Companies Act 2013, which at present is 50.
The LLP Act, 2008 specifies that a least one of the partners in the LLP is a citizen of India and an Indian national.
• The Registrar Of Companies ( ROC) is authorized to register and control LLPs.
Characteristics
• Separate legal entity :
Like a company, LLP also has a separate legal entity. Therefore partners and LLP are distinct from each other, like a company where the company has a legal entity separate from its shareholders.
• Minimum capital :
LLP is not required to maintain minimum capital. Thus partners in LLP decide how much capital will be contributed by each partner.
• The Minimum number of members :
An LLP can be established with at least two members who shall also be the designated partners and shall have Director Identification Number (DIN).
There is no limit on the maximum number of partners. Members other than designated partners are required to have DIN.
• Audit is not mandatory :
All companies, whether private or public, are required to get their accounts audited. However, an audit of LLP‘s books of accounts is not mandatory except :
• If the contribution of the LLP exceeds Rs 25 lakhs: or
• If the annual turnover of the LLP exceeds Rs 40 lakhs.