COMPANY LAW MEMORANDUM OF ASSOCIATION

What Are Articles of Association?

Articles of association form a document that specifies the regulations for a
company's operations and defines the company's purpose. The document lays
out how tasks are to be accomplished within the organization, including the
process for appointing directors and the handling of financial records.

Understanding Articles of Association

Articles of association often identify the manner in which a company will issue
shares, pay dividends, audit financial records, and provide voting rights. This set
of rules can be considered a user's manual for the company because it outlines
the methodology for accomplishing the day-to-day tasks that must be completed.

What Is Registration?
Registration is the process by which a company files required documents with
the Securities and Exchange Commission (SEC), detailing the particulars of a
proposed public offering. The registration typically has two parts: the prospectus
and private filings. The prospectus is a document given to every investor that
purchases the security while the private filing is information given to the SEC for
inspection.

Understanding Registration
The process of an initial public offering (IPO) is a long and complex one,
requiring many months of work and tremendous amounts of documentation.
When registering for an IPO, a company issuing shares must reveal essential
facts and detailed information about its business during the registration process.

What Is a Prospectus?
A prospectus is a formal document that is required by and filed with
the Securities and Exchange Commission (SEC) that provides details about an
investment offering to the public. A prospectus is filed for offerings of stocks,
bonds, and mutual funds. The document can help investors make more informed
investment decisions because it contains a host of relevant information about the
investment security.

How a Prospectus Works

Companies that wish to offer bond or stock for sale to the public must file a
prospectus with the Securities and Exchange Commission as part of the
registration process. Companies must file a preliminary and final prospectus, and
the SEC has specific guidelines as to what's listed in the prospectus for various
securities.

What Is Winding Up?

Winding up is the process of dissolving a company. While winding up, a company
ceases to do business as usual. Its sole purpose is to sell off stock, pay off
creditors, and distribute any remaining assets to partners or shareholders. The
term is used primarily in Great Britain, where it is synonymous with liquidation,
which is the process of converting assets to cash.

How Winding Up Works

Winding up a business is a legal process regulated by corporate laws as well as
a company's articles of association or partnership agreement. Winding up can be
compulsory or voluntary and can apply to publicly and privately held companies.

Winding up is when a business liquidates and permanently ceases operations

while bankruptcy can allow a company to start again.