The document outlines the key steps in forming a company, which include promotion, registration, obtaining a certificate of incorporation, and commencing business. It discusses the importance of a company's Memorandum of Association (MOA) and Articles of Association (AOA), which define the company's relationship with shareholders and regulations. The document also provides details on the registration process, requirements for an MOA and AOA, and components that must be included in the company's final prospectus.
1. STEPS IN FORMATION OF
COMPANY
MOA
AOA
PROSPECTUS UNDER GUIDENCE OF
MRS. JAYA JAIN
Ass. professor
SRMGPC , LKO
2. INTODUCTION •Steps in formation of
company
• Promotion of a Company
• Registration of a Company
• Certificate of Incorporation
• Commencement of the Business.
3. Promotion of a Company
Registration of a Company
Certificate of Incorporation
Commencement of the
Business.
• The process of business promotion begins with the conceiving of
an idea and ends when that idea is translated into action i.e., the
establishment of the business enterprise and commencement of
its business.
• conceives the idea of starting a business and takes all the
measures required for bringing the enterprise into existence.
• It is registration that brings a company into existence. A company
is properly formed only when it is duly registered under the
CompaniesAct.
• The Registrar then scrutinizes the documents. If he is satisfied he
issues a certificate known as ‘Certificate of Commencement of
Business’.This is the conclusive evidence for the Commencement
of Business.
4. Procedure of
Registration
• Memorandum of Association:
• Articles of Association:
• List of Directors:
• Written consent of the Directors:
• Notice of the Address of the RegisteredOffice:
• Statutory Declaration:
5. MOA
• Memorandum of Association (MOA) is
a legal document prepared in the formation and
registration process of a limited liability company to
define its relationship with shareholders. ...
The MOA and the Articles ofAssociation serve as the
constitution of the company.
6. Object of registering a
Memorandum of Association
• he MOA of a company contains the object for which the
company is formed.
• It identifies the scope of its operations and determines
the boundaries it cannot cross.
• It is a public document according to Section 399 of the
Companies Act, 2013. Hence,
any person who enters into a contract with the company is
expected to have knowledge of the MOA.
7. Format of Memorandum of
Association (MOA)
According to Section 4 of the
Companies Act, 2013,
• Foundation
• Forum
• Association
• Federation
• Chambers
• Confederation
• Council
• ElectoralTrust, etc
8. AOA
Articles of
Association
• Every company needs a set of rules and regulations to
manage its internal affairs.
• There are two important business documents of a company,
namely,
• Memorandum of Association (MOA)
• Articles of Association (AOA).
9. FORMATE
OF AOA
• Regulations
• The AOA must contain the regulations for
the management of the company.
• Inclusion of matters
• The Articles must specify all matters, in accordance with
the rules. Furthermore, a company can include additional
matters deemed necessary for its management.
• Provisions for entrenchment
• Entrenchment means fortification or protection.
10. prospectus
• A prospectus is a formal legal document that is
required by and filed with the
• Securities and Exchange Commission (SEC)
• preliminary prospectus
• final prospectus
• offering price
• investment strategies
11. This final
prospectus
must contain:
• Description of the offering
• History of the business
• Description of management
• Price
• Date
• Selling discounts
• Use of proceeds
• Description of the underwriting
• Financial information
• Risks to buyers
• Legal opinion regarding the formation of the company
• SEC disclaimer