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Memorandum of Association

Article of Association
Registration of Memorandum and Article
Effect of Registration
Prohibition of Certain Names
Uzair A.K. Ghouri
Single Member
Other Private
Uzair A.K. Ghouri
Private Company
Single Member Company (SMC) only one member
is required.
Other Private Companies require minimum two
(2) members

Public Company
Listed Companies require minimum 7 members
Unlisted Companies require minimum 3 members
Uzair A.K. Ghouri
u/s 2(1) (28) a company which by its articles
Restrict the right to transfer shares
Set limit of maximum numbers of member to 50
Prohibit any invitation to the public to subscribe
for the shares, if any, or debentures of the
Uzair A.K. Ghouri
u/s 2 (1) (30) a company which is not a
private company
Right to transfer shares
No Upper limit for members
Invitation is allowable for public to subscribe the
shares, if any, or debentures of the company

Uzair A.K. Ghouri
Separate legal entity
Perpetual Succession: it never dies
Capacity to sue and being sued
Common seal

Uzair A.K. Ghouri
Promotion Stage
Name Registration
Memorandum of Association
Article of Association
Other Documents
Uzair A.K. Ghouri
Discovery of a business opportunity and
arrangement of funds, property, etc.
Persons who initiate the work of forming a
company are called promoters

Uzair A.K. Ghouri
This is the First Step of Incorporation
Application to be made to SECP
Prescribed Fees
200 for online
500 for Physical Submission
Uzair A.K. Ghouri
Should not be inappropriate, deceptive or
design to exploit religion susceptibilities of
Should not have close resemblance or
identical to name of existing companies
Uzair A.K. Ghouri
It is the constitution and fundamental law of
the company on the basis of which the
company regulates its external affairs
It contains
Name of the Company
Province of registered office or part of Pakistan
not forming part of Province
Object of the Company (Company cannot go
beyond the objects so mentioned in
Liabilities of members
Authorized Share Capital
Uzair A.K. Ghouri
Shall be printed
Divided into paragraph
Signed by each subscriber
Uzair A.K. Ghouri
Rules, Regulation and By-Laws for internal
management of a Company
Subordinate to memorandum
Minutes of the Meeting
Voting rights
Dividends and Reserves etc.

Uzair A.K. Ghouri
In case of company limited by shares
Can adopt Table A
Prepare its own articles
Prepare a combination of the above
Uzair A.K. Ghouri
Memorandum is the charter of the Company
whereas articles contain rules for internal
Articles are subordinate to Memorandum
Its mandatory to have memorandum but not
Memorandum defines external relationships
whereas articles reflects internal
Uzair A.K. Ghouri
If the registrar is satisfied:
from all legal formalities, and
formed for Lawful purpose

He will issue a certificate of

Uzair A.K. Ghouri
Separate Legal Entity
Perpetual Succession
Common Seal
Uzair A.K. Ghouri