The document discusses the process of forming a private limited company under Pakistan law. It goes through the four main stages: promotion, incorporation, subscription, and commencement. Key documents required include the memorandum of association, articles of association, forms 1, 21 and 29, and documents establishing minimum capital, shares, and directors. The roles of the Securities and Exchange Commission of Pakistan and registrar are outlined in reviewing and approving the application and documents.
in this presentation , explained about one person company.
it's a new concept which includes some feature of sole trading concern and some features of a company.
Articles of Association and its Alterations Simplified.Ankit Shah
Articles of Association and its Alterations Simplified is a presentation which help in better understanding of complex company law. This presentation was made & presented by me during my MBA in Corporate Law.
Inter - I Year - Commerce - Formation of a company - Important documents - Memorandum of Association - Its Clauses - Articles of Association - Contents - Prospectus
in this presentation , explained about one person company.
it's a new concept which includes some feature of sole trading concern and some features of a company.
Articles of Association and its Alterations Simplified.Ankit Shah
Articles of Association and its Alterations Simplified is a presentation which help in better understanding of complex company law. This presentation was made & presented by me during my MBA in Corporate Law.
Inter - I Year - Commerce - Formation of a company - Important documents - Memorandum of Association - Its Clauses - Articles of Association - Contents - Prospectus
OBJECTIVE
“Strike off” or “Removal of name of the company from the Register of Companies” is the process of closing down a company without undergoing the lengthy procedure of liquidation. The provisions of Companies Act, 2013 (the Act) relating to strike off provide an opportunity to the non working companies to get their names struck off from the records of Register of Companies. This system provides fast track exit to such companies. The webinar covers the legal provisions of Sections 248 to 252 of the Act read with the Rules relating to strike off of company along with judicial precedents and statistics.
1. Absorption is a form of merger where there is a combination of two or more companies into an 'existing company'.
2. Features - One or more companies are liquidated, Generally, larger company purchase the business of smaller company.
3. Objectives - To have control over the market, To eliminate unnecessary competition, To get benefits of large scale operations.
4. Advantages - Expansion, Faster growth, Increased efficiency.
5. Reconstruction - Internal reconstruction is a method in which the reconstruction is undertaken without winding up the company and forming a new one.
External reconstruction takes place when an existing company goes into liquidation for the express purpose of selling its assets and liabilities.
6. Purchase Consideration - It is price payable by transferee company to transferor company by taking over the business of transferor company.
7. Amalgamation - When two or more different companies join to become one, the process is called Amalgamation.
Introduction
Definition of company
Characteristics of company
Types of company
Formation of company
Memorandum of association
Article of association
Prospectus
Public deposits
Share & Share capital
Allotment of Shares
Members
Meetings
Winding up
OBJECTIVE
“Strike off” or “Removal of name of the company from the Register of Companies” is the process of closing down a company without undergoing the lengthy procedure of liquidation. The provisions of Companies Act, 2013 (the Act) relating to strike off provide an opportunity to the non working companies to get their names struck off from the records of Register of Companies. This system provides fast track exit to such companies. The webinar covers the legal provisions of Sections 248 to 252 of the Act read with the Rules relating to strike off of company along with judicial precedents and statistics.
1. Absorption is a form of merger where there is a combination of two or more companies into an 'existing company'.
2. Features - One or more companies are liquidated, Generally, larger company purchase the business of smaller company.
3. Objectives - To have control over the market, To eliminate unnecessary competition, To get benefits of large scale operations.
4. Advantages - Expansion, Faster growth, Increased efficiency.
5. Reconstruction - Internal reconstruction is a method in which the reconstruction is undertaken without winding up the company and forming a new one.
External reconstruction takes place when an existing company goes into liquidation for the express purpose of selling its assets and liabilities.
6. Purchase Consideration - It is price payable by transferee company to transferor company by taking over the business of transferor company.
7. Amalgamation - When two or more different companies join to become one, the process is called Amalgamation.
Introduction
Definition of company
Characteristics of company
Types of company
Formation of company
Memorandum of association
Article of association
Prospectus
Public deposits
Share & Share capital
Allotment of Shares
Members
Meetings
Winding up
This presentation would explain you about a simple steps to register a private limited company in India. Private Limited Company is the most popular legal structure for businesses.
This is about complete information about registration and incorporation of Companies Act. Easy understanding with keeping good thought in mind and you may not require more to search other sites.
Once an Entity is formed, it’s quite obvious there could be many changes in the organization. Be it Address change to everything, we are here to “LEGALIZE” the changes and corrections made in your company or LLP. Here's the complete information about Changes & Corrections of your company right from Name Change to Winding up of LLP.
Definition
Stages in Formation
Memorandum of Association (MOA)
Article of Association (AOA)
Prospectus
Definition
Stages in Formation
Memorandum of Association (MOA)
Article of Association (AOA)
Prospectus
help how company formed in pakistan
PRECEDENT AS A SOURCE OF LAW (SAIF JAVED).pptxOmGod1
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Responsibilities of the office bearers while registering multi-state cooperat...Finlaw Consultancy Pvt Ltd
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In 2020, the Ministry of Home Affairs established a committee led by Prof. (Dr.) Ranbir Singh, former Vice Chancellor of National Law University (NLU), Delhi. This committee was tasked with reviewing the three codes of criminal law. The primary objective of the committee was to propose comprehensive reforms to the country’s criminal laws in a manner that is both principled and effective.
The committee’s focus was on ensuring the safety and security of individuals, communities, and the nation as a whole. Throughout its deliberations, the committee aimed to uphold constitutional values such as justice, dignity, and the intrinsic value of each individual. Their goal was to recommend amendments to the criminal laws that align with these values and priorities.
Subsequently, in February, the committee successfully submitted its recommendations regarding amendments to the criminal law. These recommendations are intended to serve as a foundation for enhancing the current legal framework, promoting safety and security, and upholding the constitutional principles of justice, dignity, and the inherent worth of every individual.
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WINDING UP of COMPANY, Modes of DissolutionKHURRAMWALI
Winding up, also known as liquidation, refers to the legal and financial process of dissolving a company. It involves ceasing operations, selling assets, settling debts, and ultimately removing the company from the official business registry.
Here's a breakdown of the key aspects of winding up:
Reasons for Winding Up:
Insolvency: This is the most common reason, where the company cannot pay its debts. Creditors may initiate a compulsory winding up to recover their dues.
Voluntary Closure: The owners may decide to close the company due to reasons like reaching business goals, facing losses, or merging with another company.
Deadlock: If shareholders or directors cannot agree on how to run the company, a court may order a winding up.
Types of Winding Up:
Voluntary Winding Up: This is initiated by the company's shareholders through a resolution passed by a majority vote. There are two main types:
Members' Voluntary Winding Up: The company is solvent (has enough assets to pay off its debts) and shareholders will receive any remaining assets after debts are settled.
Creditors' Voluntary Winding Up: The company is insolvent and creditors will be prioritized in receiving payment from the sale of assets.
Compulsory Winding Up: This is initiated by a court order, typically at the request of creditors, government agencies, or even by the company itself if it's insolvent.
Process of Winding Up:
Appointment of Liquidator: A qualified professional is appointed to oversee the winding-up process. They are responsible for selling assets, paying off debts, and distributing any remaining funds.
Cease Trading: The company stops its regular business operations.
Notification of Creditors: Creditors are informed about the winding up and invited to submit their claims.
Sale of Assets: The company's assets are sold to generate cash to pay off creditors.
Payment of Debts: Creditors are paid according to a set order of priority, with secured creditors receiving payment before unsecured creditors.
Distribution to Shareholders: If there are any remaining funds after all debts are settled, they are distributed to shareholders according to their ownership stake.
Dissolution: Once all claims are settled and distributions made, the company is officially dissolved and removed from the business register.
Impact of Winding Up:
Employees: Employees will likely lose their jobs during the winding-up process.
Creditors: Creditors may not recover their debts in full, especially if the company is insolvent.
Shareholders: Shareholders may not receive any payout if the company's debts exceed its assets.
Winding up is a complex legal and financial process that can have significant consequences for all parties involved. It's important to seek professional legal and financial advice when considering winding up a company.
ASHWINI KUMAR UPADHYAY v/s Union of India.pptxshweeta209
transfer of the P.I.L filed by lawyer Ashwini Kumar Upadhyay in Delhi High Court to Supreme Court.
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1. Final Project Presentation Company law
Professor Farooq Awan
Group Members:
Usman Manzoor
Raabia Tamkeen
Faryal Umid
Junaid Nasir
Nouman Siddque
Ayesha
3. A limited company is a company in which the liability of members or subscribers of
the company is limited to what they have invested or guaranteed to the company.
Limited companies may be limited by shares or by guarantee. The former may be
further divided into public companies and private companies. Who may become a
member of a private limited company is restricted by law and by the company's
rules. In contrast, anyone may buy shares in a public limited company.
4. • Minimum paid-up capital Rs. 1 Lakh.
• Restricts the transfer of shares.
• Minimum 2 and maximum 50 members.
• Prohibits any invitation to the public to
subscribe for any shares.
• Prohibits any invitation or acceptance of
deposit from persons other than its members,
directors or their relatives.
Provisions of Private Companies
5. Stages in the
formation of
company
Incorporation
stage
Subscription
stage
Commencement
stage
Promotion stage
According to company ordinance 1984 the process of
company formation is divided into 4 stages
6. Promotion means to start the business it is the
first stage in the formation of company that people
who take initial steps in the formation of company
are called promoters these people prepare the
legal documents and takes step for its registration
the promoters shall have to observe the legal
formalities drafting the following documents…
Promotion stage (1st stage)
8. Necessary Documents by SECP
Phase – 1
• Make an application to Additional Registrar of Companies, Company Registration Office, seeking
name availability along with paid challan Rs.500/- (in case of physical application) in any branch of
MCB Bank Limited.
• Name availability can be checked online.
Phase-2
• After receiving name availability certificate, make an application for incorporation of the company
along with following documents:
• FORM- 1, (One copy) duly filled in, signed and witnessed.
• FORM- 21, (One Copy) duly filled in and signed.
• FORM- 29 (Two copies) duly filled in and signed.
• MEMORANDUM OF ASSOCIATION
• ARTICLES OF ASSOCIATION
• 4 copies duly signed by each subscriber/promoter, witnessed and dated.
• Copies of Valid CNIC of Promoters and witness.
• Special Power of Attorney on Stamp paper (worth 500) duly notarized.
• Copy of Name availability Letter issued by SECP
• Original Fee Challan
• Covering Letter
9. SECP
Securities and Exchange Commission of Pakistan
established under the Pakistan Act 1997
It was operational as a body Corporate on 1st
January 1999.
important functions of the SEC is registration of
companies.
This task has been entrusted to the Registration
Department, Company Law Division which has its
field offices known as Company Registration
Offices (CROs).
10. Memorandum of Association
Main document of the company.
It defines the objects of the company for which it is established.
Lays down the conditions upon which alone the company allowed to
be formed.
Charter of the constitution of the company.
It defines the scope of its activity and also states that anything
beyond it is unauthorized and illegal.
The Memorandum of Association
•Must be printed
•Divided into paragraphs
•Signed by each subscriber (seven or more in case of a public company)
•Add his name, address and description
•Presence of at lease one witness who is to attest the signature.
11. Contents of MOA
1. Name of the company
2. Registered office of the company
3. Objects of the company
4. Liability of the members
5. Details of the capital of the company
6. Subscription or Association clause
12. Name Clause
The Company is a legal entity. Therefore, it must have its name to
establish its identity.
The name of the company should not be Similar, Undesirable, or which
will mislead the public. E.g. Indian National flag, name or pictorial
representation of Mahatma Gandhi or Prime Minister of India, etc.
Its use has been, therefore, prohibited by the Government under the
Emblems and Names (Prevention of Improper Use) Act, 1950.
The company can change its name by passing a special resolution and
obtaining he approval of the Central Government.
13. Registered Office Clause
Every company must have a registered office from the
day it starts its business or within 30 days of getting the
Certificate of Incorporation, whichever is earlier.
Memorandum of Association must state the name of
the State in which the registered office of the company
is situated.
This clause is important as it mentions the residence for the purpose of
the communication with the company.
It determines the jurisdiction of the company and also mentions the
place where all the records of company are maintained.
Where the company wants to change its registered office from one state
to another then it can do so by passing a special resolution as well as by
confirmation of Company Law Board.
14. Object Clause
It defines the limits and extent of the activities of
the company.
The 3 types of objects are: -
• Main objects
• Objects incidental or ancillary to the
attainment of the main objects.
• Other objects.
Objects stated in the main objects are to be
pursued by the company immediately after
incorporation or within reasonable time thereafter.
15. Liability clause
This clause states that the liability of the
members is limited to the extent of the
shares subscribed by the member or
shareholders if the company is formed with
share capital.
Amount of capital with which the company is
to be registered and its division into shares of
a fixed amount must be stated in the MOA of
a company.
The capital with the company is registered is
called “Authorized capital” or “Registered
Capital”.
16. Alteration of MOA
Sec – 21 Change in Name: -
Application is made with the registrar of the
company for availability of new names.
Special resolution is passed in the general
meeting of the company with members.
Approval of Central Govt. is required.
No approval is needed when a company changes
its name by addition or deletion of word
“Private”.
The change of name is complete only after the
issue of fresh certificate of incorporation by the
registrar.
17. Article of Association
Defines the responsibilities of the directors, the kind of business to be
undertaken, and the means by which the shareholders exert control over
the BOD.
Contains the rules & regulations for the internal management of the
company.
AOA needs to be filed with the Registrar of Company.
AOA can be altered from time to time.
18. Contents of AOA
Share capital
Payment, calls, transfer, lien,
conversion, transmission,
forfeiture etc. Of shares
Share certificate & warrants
Rights of shareholder
Meetings
Appointment, remuneration,
qualification, powers etc. Of
Board of Directors
Accounts & Audit
Payment of dividends
Winding up
Indemnity
19. Alteration of Article of Association
It can be altered with special resolutions.
Approval of the central government for
conversion of company from public to private.
AOA should not violate provisions of MOA and
company law board.
Special resolution passed or approved by central
government must be filed with the Registrar
within 1 month.
20. Limitations of Article of Association
The alteration cannot be made so as to increase the liability of
members without his/her written consent.
Limit the number of members to 50.
Prohibit any invitation to the public to subscribe for any share in,
or debenture of the company.
Restrict the right to transfer shares.
Approval of central government: -
Appointment or re-appointment of Director
Increase in remuneration of Director
21. Memorandum of Association Article of Association
It is a charter of a company
determining constitution and
activities of the company.
It contains rules & regulations regarding
internal management of the company.
Every company must have a
memorandum.
Public companies limited by shares may
or may not have articles.
Alteration of Memorandum is much
difficult and strictly regulated.
Articles can be easily altered by a
special resolution.
Prior permission is required. No need for permission(in some cases)
Defines the relationship between
company & outsiders.
Defines the relationship between
management & shareholder.
22. Incorporation Stage
To format and incorporate now u need to take following items in your hand and submit to
SECP for further process and establishment of your desired company:
The second stage for formation of company is to get the company registered. for registration
of company following documents are submitted registrar for the registration of company.
Memorandum of association (MOA)
Article of association (AOA)
Nominal capital (Value or form of Capital Amount)
Special Power of Attorney on Stamp Paper
Covering Letter
List of directors
Original Fee Challan
Copy of Valid CNIC’s of Promoters and Witnesses
Declaration (Name Availability Certificate)
Form 1 , Form 21 , Form 29 ( duly filled as per instructions and requirement )
If the registrar is satisfied with documents then he will issue certificate of incorporation
private limited company can start its business after receiving certificate of incorporation. but
a public limited company wait for certificate of commencement.
25. Commencement stage ( 4th stage)
• A public company has to received the
certificate of commencement before starting
the business.
• A company submits the following documents
to registrar.
• Prospectus
• Minimum subscription
• Directors shares
26. Cont…
• After verifying these documents registrar issue
a certificate of commencement they can start
the business.