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Utsab Shrestha
Adjunct Faculty- MBA/BBA @ Kathmandu
shresthaautsab@gmail.com
Company and its formation
Background
 The industrial revolution that happened during
18th and 19th century England paved way for large
scale production and modern factory system.
 The modern factory system required huge capital
and professional management.
 The concept of joint stock company or simply
companies prevailed to overcome the limitations
of sole proprietorship and partnership.
Meaning and definition
 According to James Stephenson-
“ A company is an association of many persons
who contribute money or money’s worth to common
stock and employ it in some trade or business and
who share the profits and losses arising therefrom.”
 According to Prof. L.H. Haney, “Company is an
artificial person created by law having separated
entity with a perpetual succession and common
seal”
 Nepal Company Act 2063, “ A company refers to
any company formed and registered under this
Characteristics of a company
An artificial person
• Separate existence, can buy and sell property on its own name and enter into contracts.
Separate legal entity
• A company is treated separate from its owners as far as law is concerned.
Perpetual succession
• Death, inability or lunacy of members does snot affect the life of a company
Limited liability
• Liability of owned is limited to the extent of face value of shares purchased.
Transferability of shares
• A shareholder can transfer the ownership of shares to another by sales.
Common seal
• It is the official signature of a company used to affix documents to make it official.
Representative management
• Shareholders elect their representatives who manage company on their behalf
Typesofcompanies
On the basis of
incorporation
Chartered company
Statutory company
Registered company
On the basis of
liability
Unlimited company
Company limited by
shares
Company limited by
guarantee
On the basis of
number of members
Private company
Public company
On the basis of
ownership
Government
company
Non-government
company
Onthebasisof
incorporation
Chartered company
East India company,
bank of England
Statutory company NRB, ADB, NIDC
Registered company
Himal cement, Bhrikuti
pulp and paper mills ltd.
Onthebasisofliability
Unlimited company
Shareholders liable to
pay from personal
property
Company limited by
shares
Limited liability of
shareholders
Company limited by
guarantee
Shareholders promises
to pay specific sum as
guarantee.
Onthebasisofnumberof
members
Private company
Members not more than
50.
“Pvt. Ltd.”
Prohibits sale of shares
to general public
Public company
Shares are offered to
general public
Shares are
transferrable.
Nepal Bank Ltd, NIBL
etc
Differences- Public vs Private
company
On the basis of
ownership
Government company
No less than 51% paid
up share capital held by
gov.
Himal Cement, Janakpur
Ciggarate Factory
Non Government
company
Company owned,
managed and controlled
by the private sector
CG, Panchakanya etc
Company
Promoters
Give birth to the company
Generate the business ideas and discover
business opportunities
Investigate and perform feasibility analysis of
business
Select the name and location of business
Determine objectives, mission and vision of
business
Prepare necessary documents like AOA, MOA
etc.
Perform various financial planning and business
planning.
Maindocumentsofa
company
For a Pvt. Ltd.
Company
MOA
AOA
For a Public
Ltd. Company
MOA
AOA
Prospectus
Memorandum of Association (MOA)
 It is the main document of a company.
 It defines the objectives, powers and relationships
with the outside world.
The
main
contents
of MOA
are:-
Name of the company
Location of the company’s registered office .
Objectives of the company
Liability clause of the shareholder
Amount of capital of the company
Other necessary particulars
Articles of Association (AOA)
 It is a document that defines the rights, powers
and duties of the management.
 The modes of carrying company’s business.
Contents
of AOA
No. of directors and their terms and conditions
Amount of minimum share subscription of directors
Procedures for calling company’s meeting, AGM, EGM and notice
for the meeting.
Director’s remuneration and allowance
Rights and duties of MD
Provisions related to rules & regulations of internal management.
Other necessary particulars.
Prospectus
 It is an invitation to the general public to purchase
shares and debentures of the company.
 Circular
 Advertisement
 Offer
 Or any other document for invitation to general
public.
Prospects
consist of
these
information
Info related to management and
objectives.
Capital structure of company- authorized,
issued, subscribed and paid-up
Terms and modes of payment, issue of
shares on discount or premium.
Details about brokerage, underwriting
commission and preliminary expenses.

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Company formation accounts -xi-Utsab Shrestha

  • 1. Utsab Shrestha Adjunct Faculty- MBA/BBA @ Kathmandu shresthaautsab@gmail.com Company and its formation
  • 2. Background  The industrial revolution that happened during 18th and 19th century England paved way for large scale production and modern factory system.  The modern factory system required huge capital and professional management.  The concept of joint stock company or simply companies prevailed to overcome the limitations of sole proprietorship and partnership.
  • 3. Meaning and definition  According to James Stephenson- “ A company is an association of many persons who contribute money or money’s worth to common stock and employ it in some trade or business and who share the profits and losses arising therefrom.”  According to Prof. L.H. Haney, “Company is an artificial person created by law having separated entity with a perpetual succession and common seal”  Nepal Company Act 2063, “ A company refers to any company formed and registered under this
  • 4. Characteristics of a company An artificial person • Separate existence, can buy and sell property on its own name and enter into contracts. Separate legal entity • A company is treated separate from its owners as far as law is concerned. Perpetual succession • Death, inability or lunacy of members does snot affect the life of a company Limited liability • Liability of owned is limited to the extent of face value of shares purchased. Transferability of shares • A shareholder can transfer the ownership of shares to another by sales. Common seal • It is the official signature of a company used to affix documents to make it official. Representative management • Shareholders elect their representatives who manage company on their behalf
  • 5. Typesofcompanies On the basis of incorporation Chartered company Statutory company Registered company On the basis of liability Unlimited company Company limited by shares Company limited by guarantee On the basis of number of members Private company Public company On the basis of ownership Government company Non-government company
  • 6. Onthebasisof incorporation Chartered company East India company, bank of England Statutory company NRB, ADB, NIDC Registered company Himal cement, Bhrikuti pulp and paper mills ltd.
  • 7. Onthebasisofliability Unlimited company Shareholders liable to pay from personal property Company limited by shares Limited liability of shareholders Company limited by guarantee Shareholders promises to pay specific sum as guarantee.
  • 8. Onthebasisofnumberof members Private company Members not more than 50. “Pvt. Ltd.” Prohibits sale of shares to general public Public company Shares are offered to general public Shares are transferrable. Nepal Bank Ltd, NIBL etc
  • 9. Differences- Public vs Private company
  • 10. On the basis of ownership Government company No less than 51% paid up share capital held by gov. Himal Cement, Janakpur Ciggarate Factory Non Government company Company owned, managed and controlled by the private sector CG, Panchakanya etc
  • 11. Company Promoters Give birth to the company Generate the business ideas and discover business opportunities Investigate and perform feasibility analysis of business Select the name and location of business Determine objectives, mission and vision of business Prepare necessary documents like AOA, MOA etc. Perform various financial planning and business planning.
  • 12. Maindocumentsofa company For a Pvt. Ltd. Company MOA AOA For a Public Ltd. Company MOA AOA Prospectus
  • 13. Memorandum of Association (MOA)  It is the main document of a company.  It defines the objectives, powers and relationships with the outside world. The main contents of MOA are:- Name of the company Location of the company’s registered office . Objectives of the company Liability clause of the shareholder Amount of capital of the company Other necessary particulars
  • 14. Articles of Association (AOA)  It is a document that defines the rights, powers and duties of the management.  The modes of carrying company’s business. Contents of AOA No. of directors and their terms and conditions Amount of minimum share subscription of directors Procedures for calling company’s meeting, AGM, EGM and notice for the meeting. Director’s remuneration and allowance Rights and duties of MD Provisions related to rules & regulations of internal management. Other necessary particulars.
  • 15. Prospectus  It is an invitation to the general public to purchase shares and debentures of the company.  Circular  Advertisement  Offer  Or any other document for invitation to general public.
  • 16. Prospects consist of these information Info related to management and objectives. Capital structure of company- authorized, issued, subscribed and paid-up Terms and modes of payment, issue of shares on discount or premium. Details about brokerage, underwriting commission and preliminary expenses.