Introduction:It is a proposal about the formation of a company. Here, details is given about the documents required for incorporation of the formation of a company formation of company. This unit also encompasses the stages of formation of company. The unit discusses the certificate of incorporation and the certificate of commencement of business. Thus, it will able to understand through this unit, the essential document for formation of a company, stages, documents required for incorporation, certificate of incorporation and certificate of commencement of business.Acompanyis anassociationor collection of individuals, whethernatural persons,legal persons, or a mixture of both. Company members share a common purpose and unite in order to focus their varioustalentsand organize their collectively availableskillsorresourcesto achieve specific, declaredgoals. According to The Companies Act, 1994, the term company is used to describe an association of a number of persons, formed the common purpose and they registered according to the law relating to companies.Before formation of a company, there must be an idea originated in the mind of a person or persons to form a company and do the necessary steps to convert it into reality. Such persons are called as Promoter. An idea has to come to start a business and it should bring into existence. The promoter is a person who originates the idea to start a business and plan to bring it into reality. He has very wide powers relating to the formation of the company. He is neither a trustee nor an agent of the proposed company. The promoter stands in a fiduciary relationship towards the company.Promotion of a company:An idea has come in the mind of certain persons to form a company. So, in this case, we are called promoter. We will take all necessary steps to form the company. We are association of persons, originating the scheme for formation of the company; get together the subscribers to the memorandum, gets the Memorandum and Article, prepared, executed and registered, finds the bankers, brokers and legal adviser s, find the directors , settle the terms of preliminary contracts with vendors and agreement with underwriters and makes arrangement for preparation, advertisement and circulation of the prospectus and placement of the capital.Registration, Incorporation and Commencement of a Company:The following aspects has been decided to incorporate and commence its business:There are the 3 major steps of registration- Step1- Name Clearance, Step 2- Bank account opening and bringing in the paid up capital and Step 3- Register Company. Type of company: When Forming a company, it should be kept in mind that which type of company they would like to form. Companies can be formed either public or private and my proposal is about to form a public company.Public company: All companies that are not private companies are entitled as public companies. In short, public company- (i) is not a private company, (ii) is a private company which is a subsidiary of a company, which is not a private company.There should be 7 members to start a public company and we are 15 members. In case of public company, invitation to subscribe shares and debentures is not prohibited. It may be listed its shares and debentures to the stock exchange.a. Company limited by shares: A company that has the liability of its members limited by the memorandum to the amount, if, any unpaid on the shares respectively held by them is termed as a company limited by shares. Each share has definite nominal value which the shareholder pays at a time or by installments. We want to form this type of company because raising the capital of the company is quite easy as the members are not liable to pay anything more than the fixed value of the shares.b. Name of company: We have chosen the name "Leo-Tech" and seek the availability of the name as a company cannot be registered with the name which is undesirable in the opinion of Central Government or which is identical with or too nearly resembles the name of an existing company. The name of the company must end with the word Limited in the case of a public company..The Registrar of Companies shall have to furnish the information regarding the availability of name. In case the name is undesirable, the registrar may reject the same or ask for resubmission of the application with new name or calls for further information.Preparation of Memorandum and Article of Association: Memorandum of Association is the constitution of the company which specifies the area of the company, within which it can act. It contains clauses like, name clause, object clause, capital clause, liability clause, subscription clause and registered office clause. Article of Association is another important document which contains rules and regulations relating to the internal management of a company.Printing, Stamping and Singing of the same: The draft of the Memorandum and Articles Association is prepared and typed. the Memorandum and Articles of Association, draft is vetted by the Registrar. This helps in avoiding mistakes and unnecessary delay in registration of the Company. It should be signed separately by the subscribers. It should be stamped.Additional Documents Required:A) Consent of director:As we are forming public limited company having share capital, the director has to give written consent to act as director.B) Notice of the Registered office:The notice of location of the registered office in the memorandum and article of association is necessary.C) Particulars of directors:The persons who are to act as first directors may file their particulars to the Registrar at the time of registration.Payment of Registration Fees:The fee prescribed for registration of company is required to be paid to the Registrar.Commencement of business:A public company cannot start its business until it gets certificate of commencement of business from Registrar of Companies. To get the certificate of commencement of business a public company has to pass through capital subscription state i.e. raise sufficient capital to commence its business. There are two ways of raising capitals i.e. from private source and from the public.Raising of capital:If a company raises capital from private source i.e. from directors members and their relations, it is required to file a statement in lieu of prospectus with the Registrar at least three days before the allotment of shares. Where the company wishes to invite public in subscription for its shares, it will have to issue a prospectus after filing a copy of it with the Registrar. On receiving the minimum subscription, the company can allot shares and thus raise the required capital.Public company can't start its business from the date of the certificate of incorporation. It will have to obtain a further document called as certificate to commencement of business. It is given by the Registrar of the companyIt is different from company to company issuing a prospectus and for a company that does not issue prospectus.A. Public company issuing a prospectus:The public company issue prospectus to subscribe the shares has to fulfill the following conditions [Section 149(1)]:a. The shares payable in cash up to the limit of minimum subscription i.e. amount enough for preliminary expanses, must have been allotted.b. The amount of qualification shares must be paid by the directors for both as application money and allotment money.c. No money is, or may become, liable to be repaid to applicants for any shares or debentures which have been offered for public subscription by reasons of failure to apply for, or to obtain, permission for the shares or debentures to be dealt in on any recognized stock exchange.d. There has been filed with the Registrar a duly verified declaration by one of the directors or the secretary stating that the entire above requirements are complied and filed with the Registrar of the company.B. Public company not issuing prospectus:If a public company having share capital has not issued a prospectus, Section 149(2) requires that it shall not commence any business or exercise any borrowing powers unless:a. it has filed with the Registrar a statement in lieu of prospectus;b. every director of the company has paid to the company on each of the shares taken or contracted to be taken by him and for which he is liable to pay in cash , the same proportion as is payable on application and allotment on the shares payable in cash;c. There has been filed with the Registrar a duly verified declaration by one of the directors or the secretary stating that the entire above requirements are complied and filed with the Registrar of the company.On fulfillment of all the conditions, the Registrar shall certify that the company is entitled to commence its business and issue the certificate to commencement of business.Thus, The certificate to commence business is conclusive evidence in regards to start the business and fulfillment of all formalities of registration in case of public company.Powers of directors and management: A public company must have at least 3 directors and the shareholders constitute a board of directors annually. The remuneration of directors will be determined by the company in general meeting from time to time. No directors shall vote on any contract or arrangement in which he is either directly or indirectly concerned or interested.Winding Up: ABC Company can wound up or liquidate the company any time voluntarily if required with the consent of all the ten shareholders/members of the company. The company will wound up by any terms given in the company Act 1994.Reference: Fahmida Hasan (2015), Contemporary Laws of Business. Dhaka: Academic Press and Publishers Library, 1st Edition.