formation of a company

17
Memorandum of Association Article of Association Registration of Memorandum and Article Effect of Registration Prohibition of Certain Names Uzair A.K. Ghouri

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Page 1: Formation of a Company

• Memorandum of Association

• Article of Association

• Registration of Memorandum and Article

•Effect of Registration

• Prohibition of Certain Names

Uzair A.K. Ghouri

Page 2: Formation of a Company

Company

Private

Single Member Company

Other Private Company

Public

Listed Company

Unlisted Company

Uzair A.K. Ghouri

Page 3: Formation of a Company

Private Company

Single Member Company (SMC) only one member

is required.

Other Private Companies require minimum two

(2) members

Public Company

Listed Companies require minimum 7 members

Unlisted Companies require minimum 3 members

Uzair A.K. Ghouri

Page 4: Formation of a Company

u/s 2(1) (28) a company which by its articles

Restrict the right to transfer shares

Set limit of maximum numbers of member to 50

Prohibit any invitation to the public to subscribe

for the shares, if any, or debentures of the

company

Uzair A.K. Ghouri

Page 5: Formation of a Company

u/s 2 (1) (30) a company which is not a

private company

Right to transfer shares

No Upper limit for members

Invitation is allowable for public to subscribe the

shares, if any, or debentures of the company

Uzair A.K. Ghouri

Page 6: Formation of a Company

Separate legal entity

Perpetual Succession: it never dies

Capacity to sue and being sued

Common seal

Uzair A.K. Ghouri

Page 7: Formation of a Company

Promotion Stage

Name Registration

Memorandum of Association

Article of Association

Other Documents

Uzair A.K. Ghouri

Page 8: Formation of a Company

Discovery of a business opportunity and

arrangement of funds, property, etc.

Persons who initiate the work of forming a

company are called promoters

Uzair A.K. Ghouri

Page 9: Formation of a Company

This is the First Step of Incorporation

Application to be made to SECP

Prescribed Fees

200 for online

500 for Physical Submission

Uzair A.K. Ghouri

Page 10: Formation of a Company

Should not be inappropriate, deceptive or

design to exploit religion susceptibilities of

people

Should not have close resemblance or

identical to name of existing companies

Uzair A.K. Ghouri

Page 11: Formation of a Company

It is the constitution and fundamental law of the company on the basis of which the company regulates its external affairs

It contains Name of the Company

Province of registered office or part of Pakistan not forming part of Province

Object of the Company (Company cannot go beyond the objects so mentioned in memorandum)

Liabilities of members

Authorized Share Capital

Uzair A.K. Ghouri

Page 12: Formation of a Company

Shall be printed

Divided into paragraph

Signed by each subscriber

Uzair A.K. Ghouri

Page 13: Formation of a Company

Rules, Regulation and By-Laws for internal

management of a Company

Subordinate to memorandum

Contains:

Minutes of the Meeting

Voting rights

Directors

Auditors

Dividends and Reserves etc.

Uzair A.K. Ghouri

Page 14: Formation of a Company

In case of company limited by shares

Can adopt Table A

Prepare its own articles

Prepare a combination of the above

Uzair A.K. Ghouri

Page 15: Formation of a Company

Memorandum is the charter of the Company

whereas articles contain rules for internal

management

Articles are subordinate to Memorandum

Its mandatory to have memorandum but not

articles

Memorandum defines external relationships

whereas articles reflects internal

management

Uzair A.K. Ghouri

Page 16: Formation of a Company

If the registrar is satisfied:

from all legal formalities, and

formed for Lawful purpose

He will issue a certificate of

incorporation

Uzair A.K. Ghouri

Page 17: Formation of a Company

Separate Legal Entity

Perpetual Succession

Common Seal

Uzair A.K. Ghouri