Chapter containing general concepts(introduction) ,The memorandum and the articles,Promoters and Prospectus,Capital, Shares and Shareholders and Directors. Has made under the requirement of B.B.A,(course title-Commercial and Industrial Law),Department of Finance and Banking, University of Barisal || 2019

1. WELCOME
TO OUR
PRESENTATION

2. GROUP B
Name Student
Jannat Jahan Mim 18FIN021
Maria Akter 18FIN022
Sadia Sultana 18FIN023
Tamanna 18FIN024
Mizanur Rahman 18FIN025
Mursheda Akter 18FIN026
Md Al Mauz Alam 18FIN027
Sadia Sultana 18FIN028
Md Abu Hanif 18FIN029
Sumaiya Akter Asha 18FIN030
Shabab Sabiq 18FIN031
Bony Yeamin Shaikh 18FIN032
Hosen Ali 18FIN033
Md Seyamur Rahman Taj 18FIN034
Reajul Islam 18FIN035
Sumaiya Sadiya 18FIN036
Md Sajib Howlader 18FIN038
Rokeya Parvin 18FIN039

3. COMPANY
Types of company:
•Public Limited
•Private Limited
•Holding Company
•Subsidiary Company
•Government Company
•Foreign Company
Jannat Jahan
Mim
18FIN021

4. OBJECTS AND PURPOSE OF A COMPANY
LEGISLATION
Encourage investment in companies by providing certain transferability of shares etc.
Ensure due and proper administration of the funds and assets of the company in the public interest.
Present malpractices by directors and managers.
Maria Akter
18FIN022

5. PUBLIC FINANCIAL INSTITUTION
Each of the financial institution in this subsection shall be regarded
for the purposes of the act:
i. The Industrial credit and Investment Corporation of India
Limited, a company formed and restricted under the Indian
Companies Act,1943;
ii. The Industrial Finance Corporation of India, established under
section 3 of the Industrial Finance Corporation Act,1948.
Maria Akter
18FIN022

6. DIFFERENCE BETWEEN
PRIVATE AND A PUBLIC COMPANY
Share Capital
Number of
Members
Restriction of
Transfer of shares
Restriction on
invitation to public
Restriction on
name
Prospectus
Issue of Shares
Sadia Sultana
18FIN023

7. MEMORANDUM
The
association &
subscription
Name
Situation
Object
Area of
Operation
Liability
Capital
The form and contents of the memorandum:
Tamanna
18FIN029

8. ALTERATION OF MEMORANDUM
Change of
Name
Change of
Object
Alteration of
the Capital
Clause
Tamanna
18FIN029

9. ARTICLES
Appointment and Remuneration of Directors
Dividend and Reserve Winding Up
Lien of Share
Transfer of Share Forfeiture of Share
Share Capital, Rights of Shareholders
General Meeting and Voting Rights of the member
Mizanur
Rahman
18FIN025

10. ALTERATION OF THE ARTICLE
No change will permitted which will violate the provisions of
companies act;
The attention mustn’t contain anything Illegal;
The liability of the members can’t be increased without their
consent;
No changes is permitted which is contrary to the conditions
contained the memorandum of association.
Mizanur
Rahman
18FIN025

11. THE LEGAL EFFECTS OF THE MEMORANDUM
•Natural Possibility
•Legal Possibility
The contractual
power of the
company
•Void Acts
•Knowledge of irregularities
•Lack of authority
The Doctrine of
Indoor
Management
Mursheda Akter
18FIN026

12. THE DOCTRINE OF ULTRA VIRES
The term Ultra Vires means ‘Beyond Powers’. In legal terms, it is
applicable only to the acts performed in excess of the legal
powers of the doer. This works on an assumption that the powers
are limited in nature.
Types of ultra vires acts:
Md Al Mauz
Alam
18FIN027
The
memorandum
by the
company;
The articles,
intra vires of
the company;
The directors,
but intra vires
of the
company

13. FORMATION OF A COMPANY
The Memo and the Article must be
prepared
Sanctioned by the central government
License must be obtained
Must be registered by the company
act
Prospectus must be issued and
registered
Minimum subscription must be raised
Certificate of commencement must be
obtained Md Al Mauz
Alam
18FIN027

14. PROCEDURE OF REGISTRATION AND
INCORPORATION
The memorandum of association prepared in accordance with the
provisions of the company act;
The articles of the association;
A declaration by any on following person, advocate, pleader, CA,
director and manager of the company;
A duly sign list of the person have consented to be directors of the
company;
The registration fees of the company; also a filling fee per
document. Sadia Sultana
18FIN028

15. PROMOTERS
Function of the promoter:
Decides the company’s name and asserts that it will be
accepted by the registrar of company.
Decides the details of the company’s Memorandum and Articles
Makes arrangements for printing the Memorandum and Articles
Responsible to bring the company into existence
Md Abu Hanif
18FIN029

16. THE DUTIES AND LIABILITIES OF A PROMOTER
-
Can’t be described as an
agent of the company
-
Can’t be a trustee of the
company
-
Stands in a fiduciary position
of the company
-
Can’t make secret profit
Md Abu Hanif
18FIN029

17. PROSPECTUS
Characteristi
cs of
prospectus:
It is a document described or issued
as prospectus;
It includes notice, circular,
advertisement inviting deposits from
the public etc.;It is an invitation to the members of
public;
Sumaiya Akter
Asha
18FIN030

18. THE LEGAL REQUIREMENT OF PROSPECTUS
Time
Particulars
Date
Signature Registration
Deposits
Statement
Copy Terms
Foreign
Company
Penalty
Defense
Sumaiya Akter
Asha
18FIN030

19. SHARES
Cumulative
Preference Share
Participating
Preference Share
Convertible
Preference Share
Non-Cumulative
Preference Share
Non-Participating
Preference Share
Non-Convertible
Preference Share
Redeemable
Preference
Share
Irredeemable
Preference
Share
Shabab Sabiq
18FIN031
Types of Shares:

20. TYPES OF SHARE CAPITAL
Nominal
Issued
Subscribed
Paid up
Uncalled
Shabab Sabiq
18FIN031

21. VOTING RIGHTS OF SHAREHOLDERS
Equity Share
with voting
right
Equity Share
with
different
right
Voting Right
of
preference
Shareholder
Shabab Sabiq
18FIN031

22. PREFERENCE SHARE
i. A right to receive dividend at a given rate before any dividend is
paid on equity shares. Rate of dividend is mentioned on the face of
the share certificate.
ii. A right to repayment of capital before equity shareholders at the
time of liquidation of the company.
Redemption of Preference Share
i. Only fully paid up preference share will be redeemed.
ii. The redemption of Preference shares will not be taken as reducing the authorised share
capital of the company.
iii. the preference share will be redeemed at par or at a premium .
Bony Yamin
Shaikh
18FIN032

23. RIGHT ISSUE
When a company taps into the existing shareholders for
additional capital and issue shares at discount particularly for
these existing shareholders, we call it rights issue of shares.
Bony Yamin
Shaikh
18FIN032

24. SHARE CERTIFICATE
 Issued under the common seal of the company specifying the
number of shares held by any member .
 Delivered within 3 months from date of allotment
SHARE WARRANT
 Issued by a company .
 Fully paid up shares.
 Transferred by delivery of the warrant.
Hosen Ali
18FIN033

25. SHARE CERTIFICATE
VS
SHARE WARRANT
Meaning
Compulsory
Issued by
Negotiable
Instrument
Transfer
Original
Issue
Amount
Paid
Approval of
Government
Time
Horizon
Provision in
Articles
Hosen Ali
18FIN033

26. STOCK
When all the shears of a company have been fully paid up, they
may be converted into stock if so authorized by the articles
Issues of Shares at Premium:
When a company issue shares at a value greater than its face value is ca
shares at premium.
Issues of Shares at Discount:
A company can issue shares at a discount ,at a less value than its face v
Seyamur
Rahman Taj
18FIN034

27. COMMISSION
A company can pay commission to a person subscribing to the
share or debenture.
BROKERAGE
A broker is one who brings buyers and sellers into contract with
one another.
Reajul Islam
18FIN035

28. CALLS
When the company demands payment of any part of the purchase
price payable in this fashion, it is said to made a Call".
Example:
Face value is tk. 100. 5% is payable with the application. The
balance Tk. 95 is payable upon allotment.
Reajul Islam
18FIN035

29. LIEN
Loss of Lien:
It registers a transfer of shares subject to the lien of the
transferee.
A member pledges his shares to a third party for a loan and
informs the company, then pledgee gets priority over the lien
of company.
Sumaiya Sadiya
18FIN036

30. FORFEITURE OF SHARE
The decision of forfeiture of the share must be made by
the Board of Directors.
To pay the call within a fixed period usually 14 days on default
On forfeiture the company becomes the owner of the shares.
The forfeiture can be sold at any price.
The power to forfeit is in the nature of a trust and must be exercise for the benefit of the company.
Sumaiya Sadiya
18FIN036

31. DIRECTORS
• A director is a person from a group of managers who leads or supervises a
particular area of a company.
Md Sajib
Howlader
18FIN038

32. NUMBER OF DIRECTORS
Minim
um
In Public
03
In Private-
02
In OPC-1
Maximum
In Public
15
In Private-
15
In OPC-15
Md Sajib
Howlader
18FIN038

33. MODE OF APPOINTMENT OF DIRECTORS
First Directors
Appointments of directors by company
Appointments of directors by the board of directors
Appointment of directors by third party
Appoinmnet of directors by proportionate Presentation
Nomination by the central Government
Nomination in statutory corporation
Who signs
the memo
Election
Addition
Directors
Casual Vacancy
Alternative
Directors
Md Sajib
Howlader
18FIN038

34. RETIREMENT OF DIRECTORS
i. 1.At the 1st AGM of the company, all directors retire by rotation.
ii. 2. At each subsequent AGM, 1/3 of the directors are subject to retirement
by rotation.
iii. 3. The directors to retire are those who have been longest in office.
iv. 4. Directors should be re-elected at least every 3 years.
Rokeya Parvin
18FIN039

35. REGISTRATION OF A DIRECTOR
Companies act does not make express provision for resignation
of a director.
A director may resign in a manner according to the company
articles.
If the articles contain no provision regarding the resignation by
a director.
Rokeya Parvin
18FIN039

36. THANKING YOU
Group B
18FIN021-18FIN039