2. Section 15 of the Companies Ordinance 1984
provides that any 7 or more persons
associated for any lawful purpose by
subscribing there names to a memorandum
of association and complying with the
requirements in respect of registration may
form a public company and any 2 or more
persons so associated may form a private
limited company
3. Preparation of memorandum of association
Preparation of article association
Execution of pre-incorporation contracts, if
any
Registration of company
Issue of a prospectus or a statement in lieu of
prospectus
4. The registration and incorporation of a company
is the 4th stage in the formation of a company
Person wishing to register the company must file
with the registrar, joint staff companies the
following documents
◦ Memorandum of association
◦ Article of association
◦ List of persons consented to become directors
◦ Statutory declaration by these persons or an officer of
the company that requirements of the companies
ordinance 1984 as to registration have been complied
with
◦ Written consent of the director to act. This however,
does not apply to private company
Section30(2),Section 184
5. There after the prescribed fee for the
registration has to be paid and the registrar
then enters the name of the company on the
registers of companies and issue the
certificate of incorporation, section 32(1)
The company then comes into existence as a
legal person , section 32(2)
6. In case of company limited by share the
memorandum must state
◦ Name of the company
◦ Province in which the registered office of the company is
situated
◦ Object of the company and terror tries to which they
extend
◦ Liabilities of companies is limited
◦ Amount of share capital with which company proposes
to be registered and the division thereof into shares of a
fixed amount
◦ Association clause and subscription
Section 16
7. In the case of the company limited by guarantee the
memorandum must state
◦ Name of the company with parentheses and words “
(guarantee) limited “ as the last words of its name
◦ Province in which the registered office of the company is
situated
◦ Object of the company and terror tries to which they
extend
◦ Liability of the members is limited
◦ Each member undertakes to contribute to the assets of the
company in the event of its being wound up while he is a
member or with in 1 year afterwards, for the payment of
the debts and liabilities of the company contracted before
he seizes to be a member
◦ If the company has a share capital the amount if share
capital and division thereof into shares of a fixed amount
◦ Association clause and subscription
Section 17
8. In the case of unlimited company the
memorandum must state
◦ The name of the company
◦ Province in which the registered office of the
company is situated
◦ Object of the company and terror tries to
which they extend
◦ If the company has a share capital, the
association clause and subscription
Section 18
9. The articles are the rules made by the
company for the internal management of its
affairs and for carrying out the objects of the
company
10. Memorandum is the area beyond which the company
cannot go whilst the articles of the by laws or regulations
for the Government of the share holders and the company
Memorandum cannot be altered except to the extent
provided for by section 21 of the ordinance whilst the
articles can be altered to any extent
Articles are subordinate to the memorandum and thus
they cannot alter or control the memorandum. However if
there is any ambiguity in the terms of the memorandum,
both should be read together for the purpose of
explaining it
Ashbury Rly Carriage Company verses Richie(1878)
H.L.653
Shyam Chand versus Calcutta Exchange Association Air
1949 CAL.337
11. Registered Office – On day of Business or 28
days after incorporation
Publication of Name by Ltd Company – Paint
or Affix outside every office
Penalties for Non Publication of Name – Rs
200/- per day
Publication of Authorized as well as Paid Up
Capital
Section 142 -145
12. Statutory Meeting - < 3 months , > 6 months
Annual General Meeting – Within 18 months
of incorporation
Extra Ordinary Meeting – Director may call at
any time and members representing not less
than one tenth of voting power. Be held
within 3 months of date of requisition.
Section 157 -159
