Corporate and business law

FINAL PROJECT

GROUP MEMBERS

UMER RAZA BBHM-F19-393

FAKHRA AJMAL BBHM-F19-336
SWAIRA AJMAL BBHM-F19-335
ABDULREHMAN BBHM-F19-346
AFRAZ REHMAN BBHM-F19-359

SUBMITTED TO
SIR ALI SAJJAD
BUSINESS LAW
Business law also know as mercantile law or trade law is the body of law that applies to the
rights relations and conduct of persons and business engaged in commerce merchandising
trade and sales it is often considered to be a branch of civil law and deals with issues of both
private law and public law.

BUSINESS
Any legal activity which is done for earning profit on a regular bases is term as business or
organization where goods and services are exchanged for one another or for money.

There are three major types of business;

PARTNERSHIP:
A Partnership is a business owned by two or more persons who contribute resources for
earning profit in general partnerships all partners have unlimited liability in limited
partnerships creditors cannot go after the personal assets of the limited partners

SOLE PROPRIETORSHIP:
A Sole proprietorship is a business owned by only one person It is easy to set-up and is the
least costly among all forms of ownership The owner faces unlimited liability meaning the
creditors of the business may go after the personal assets of the owner if the business cannot
pay them The sole proprietorship form is usually adopted by small business entities

COMPANY:
A Joint stock company is a business organization that has a separate legal personality from its
owner ownership in a stock company is represented by shares of stock A company whose
stock is owned jointly by the shareholders joint stock company are created in order to finance
endeavours that are too expensive for an individual or even a government to fund

Types of company :
1 Private company
2 public company
PRIVATE COMPANY
An incorporated business structure owned by shareholders Shares may be sold but to family
and friends of the owner only The shareholders (owners) have limited liability can only sell
shares to individuals on the agreement of all existing shareholders ( no more than 50
shareholder)
1 Minimum No Of Members Are 2
2 Maximum No Of Members Are 50
3 No Of Directors Are At Least 2

PUBLIC COMPANY
A public limited company is made up of shareholders it will have 2 or more owners and will
have limited liability the shareholders own it the profits and losses are shared between the
shareholders
1 Minimum No Of Members Are 7
2 Maximum No Of Members Are unlimited
3 No Of Directors Are At Least 3

WHY WE CHOSE PUBLIC LIMITED COMPANY?

We select public limited company because of the biggest advantage of transferability of
shares and offering shares to public gives the opportunity to spread the risk of co ownership
among a large number of shareholders.
We Select Public limited company
My company name is uf electronic public limited company.

IDEA
The idea of the company is given by ABDULREHMAN.
The Owners of company are : swaira , abdulrehman , fakhra , umer , afraz

COMPANY NAME
Uf ELECTRONIC PUBLIC LIMITED COMPANY

WHY WE CHOoSE THIS COMPANY?

We choOse this company because as we all know technology is important in our daily life
This is because life without technology is pointless in today’s dynamic world Technology
which brings together tools to promote development use and information exchange so that’s
why I chose this company and to start my own business.

MISSION STATEMENT OF OUR COMPANY

Our company mission is to develop customers relationships which provide services tailored
to specific customers’ needs and to provide them with best electronic durable products and to
give them a valuable services

VISION STATEMENT
Our company vision is to provide competitive high quality electronic manufacturing services
and individualized customer service, while encouraging employee creativity motivation and
team work in a continuously improving environment .

INCORPORATION OF COMPANY
The process of company formation may be divided into the following four stages:
1. Promotion Stage
2. Incorporation or Registration Stage
3. Capital Subscription Stage
4. Commencement of Business Stage.
Promotion:
The promotion is the discovery of business opportunities and organization of funds , property
and
decide about the following:
(i) The name of the Company,
(ii) The location of its registered office,
(iii) The amount and form of its share capital,
(iv) The brokers or underwriters for capital issue, if necessary,
(v) The bankers,
(vi) The auditors,
(vii) The legal advisers.

Rights of Promoter:
The rights of promoters are enumerated as follows:
1. Right of indemnity:
Where more than one person act as the promoters of the company, one promoter can claim
against another promoter for the compensation and damages paid by him. Promoters are
severally and jointly liable for any untrue statement given in the prospectus and for the secret
profits.
2. Right to receive the legitimate preliminary expenses:
A promoter is entitled to receive the legitimate preliminary expenses which he has incurred in
the process of formation of the company such as cost of advertisement, fee of solicitor and
surveyors. The right to receive the preliminary expenses is not a contractual right. It depends
upon the discretion of the directors of the company. The claim for expenses should be
supported by vouchers.
3. Right to receive the remuneration:
A promoter has no right against the company for his remuneration unless there is a contract to
that effect. In some cases, articles of the company provide for the directors paying a specified
amount to promoters for their services but this does not give the promoters any contractual
right to sue the company. This is simply an authority vested in the directors of the company.
However, the promoters are usually the directors, so that in practice the promoters will
receive their remuneration.
Duties of Promoter:
The duties of promoters are as follows:
1. To disclose the secret profit:
The promoter should not make any secret profit. If he has made any secret profit, it is his duty
to disclose all the money secretly obtained by way of profit. He is empowered to deduct the
reasonable expenses incurred by him.
2. To disclose all the material facts:
The promoter should disclose all the material facts. If a promoter contracts to sell the
company a property without making a full disclosure, and the property was acquired by him
at a time when he stood in a fiduciary position towards the company, the company may either
repudiate the sale or affirm the contract and recover the profit made out of it by the
promoters.
3. The promoter must make good to the company what he has obtained as a trustee:
A promoters stands in fiduciary position towards the company. It is the duty of the promoter
to make good to the company what he has obtained as trustee and not what he may get at any
time.
4. Duty to disclose private arrangements:
It is the duty of the promoter to disclose all the private arrangement resulting him profit by
the promotion of the company.

Liabilities of Promoter:
The liabilities of promoters are given below:
1. Liability to account in profit:
As we have already discussed that promoter stands in a fiduciary position to the company.
The promoter is liable to account to the company for all secret profits made by him without
full disclosure to the company. The company may adopt any one of the following two courses
if the promoter fails to disclose the profit.
(i)The company can sue the promoter for an amount of profit and recover the same with
interest.
(ii) The company can rescind the contract and can recover the money paid.
2. Liability for mis-statement in the prospectus:
Section 62(1) holds the promoter liable to pay compensation to every person who subscribes
for any share or debentures on the faith of the prospectus for any loss or damage sustained by
reason of any untrue statement included in it. Sec. on 62 also provides certain grounds on
which a promoter can avoid his liability. Similarly Sec. 63 provides for criminal liability for
mis-statement in the prospectus and a promoter may also become liable under this section.
The promoter may also be imprisoned for a term which may extend to two years or may be
punished with the fine up to Rs. 5,000 for untrue statement in the prospectus. (Sec. 63).
3. Personal liability:
The promoter is personally liable for all contracts made by him on behalf of the company
until the contracts have been discharged or the company takes over the liability of the
promoter.

MANUAL METHOD:
1. Availability of Name
The first step in the incorporation of any company is to choose an appropriate name. A
company is identified through the name it registers. The name of the company is stated in the
memorandum of association of the company. The company’s name must end with ‘Limited’
if it’s a public company and ‘Private Limited’ if it’s a private company.

. 2. Preparation of Memorandum of Association and Articles of Association

The memorandum of association of a company can be referred to as its constitution or
rulebook. The memorandum states the field in which the Hcompany will do business,
objectives of the company, as well as the type of business the company plans to undertake. It
is further divided into five clauses
Name Clause
Registered Office Clause
Objects Clause
Liability Clause
Capital Clause
Articles of Association is basically a document that states rules which the internal
management of the company will follow. The article creates a contract between the company
and its members. The article mentions the rights, duties, and liabilities of the members. It is
equally binding on all the members of the company.
3. Printing, Signing and Stamping, Vetting of Memorandum and Articles
The Registrar of Companies often helps promoters to draw up and draft the memorandum and
articles of association. Above all, with promoters who have no previous experience in
drafting the memorandum and articles.

4.Statutory Declaration in e-Form No.1

This declaration, furthermore states that ‘All the requirements of the Companies Act and the
rules thereunder have been compiled with respect of and matters precedent and incidental
thereto.’
5. Payment of Registration Fees
gister the company and issue a certificate of incorporation. As a result, the incorporation
certificate provided by the Registrar is definite proof that all requirements of the Act have
been met.
ONLINE METHOD:
Following steps involve in Company Registration in Pakistan when formed through online
mode.
Step 1: Search Company Name Availability:
(For Company Registration in Pakistan)
Search the availability of name of the proposed company for Company Registration in
Pakistan. If same name or any identical name already taken, then try other options for new
company name. Company Name Search is free and attract no fees.
Step 2: Getting the Company Name Reserved:
(for Company Registration in Pakistan)
If the proposed name of the company is available, then the second step is to apply for
company name reservation. For name reservation, go to SECP website create the user login
and start the name reservation process. Follow the steps as directed.
any registration in Pakistan.
Fee. Deposit applicable fee in selected MCB or UBL bank.
Step 3: Obtaining Digital Signature of Directors:
(for Company Registration in Pakistan)
i). You already have one login/user ID which will be used for one Director of the proposed
Company. For remaining directors create secondary user ids through login into existing user
ID in secp

Attested copies of Availability of Name Letter issued by SECP.

iii). NIFT will deliver digital signatures details through email. Download the signature at the
same day while following the instructions given in that email. If have problem in
downloading call at NIFT Help Line.
NIFT Fees. Normal: Rs. 1,500 per Director, Fast Track (Same Day), Rs. 1,800 per Director
Step 4: Applying for online Company Incorporation
(for Company Registration in Pakistan)
Company Registration in Pakistan
i). Before starting process of online filling of application for incorporation, prepare a folder
with Company Name and prepare following documents and also convert them into PDF
documents;
Memorandum of Association
Article of Association
Please note that there is no need to create Form 1, Form 21 and Form 29 manually, as
eservices

THE COMPANIES ACT, 2017 (XIX of 2017)

(COMPANY LIMITED BY SHARES)

MEMORANDUM OF ASSOCIATION

OF
UF ELECTRONIC LIMITED.
1. Name
The name of the company is UFELECTRONIC LIMITED.
2. Registered Office
The registered office of the Company will be situated in Islamabad Capital Territory / Multan
/ in the Province of Punjab / Faislabid
3. Objects
The object for which the company is established are:
● To carry on the business of agents and representatives for inland and for foreign
principals in the above lines
● To deal in and manufacture all kinds of machineries and equipment’s auto
mobiles, office equipment etc.
Other Objectives
 The principle line of business of the company shall be to carry on the business of
manufactures.
 Retailers, assemblers and distributors of all kinds of electronic goods including but
not limited.
 To wires, electric Switches and switch gears, plugs, circuits ,head lights etc.
 To build construct maintain enlarge pull down remove or replace remove or develop
and to work manage and control any buildings offices factories mills foundries
refineries, Warehouse, shops etc.
 To lend money on security of movable or immovable securities in particulars house
properties.
 Or any shares or security of any kind or without security and to negotiable loans.
 To enter into agreement and contracts with foreign individuals companies and other
 Organizations for technical or any other assistance or any of the object of the
company.
 To enter into partnership or into any agreement for sharing profit union of interest co-
operation.
 Joint venture or otherwise any person firm or company carrying on engaged in or
about to carry in any business.
 To amalgamate with any company or companies having objects altogether or in parts
similar to those of this company.
 To make advances upon or for the purchases of material goods machinery stores and
other
 Articles or services required for the purpose of the company.
 To improve manage work develop exchange lease turn to account or otherwise deal
with all
 Or any part of the properties rights and concessions of the company.
 To undertake and execute and trusts the undertaking whereof many seem desirable
either
 Gratuitously or otherwise.
  To buy fabricate construct repair convert alter remodel and let on hire sell and deal in
textile
 Machinery implement and by products and to do such things as are incidental or
conduci
 To the attainment of all above object.

4. Liability

The liability of the members is limited the authorized capital of the company is
Rs_____2000000______ (Rupees __20 million_________ only)
5. Capital
The total share capital of UF Electronics is 20 million and total number of shares is 100000
and each share have a value of 2000.
6. Subscription
We, the several persons whose names and addresses are subscribed below, are desirous of
being formed into a company, in pursuance of this memorandum of association, and we
respectively agree to take the number of shares in the capital of the company as set opposite
our respective names:

Name NIC No. Father's/ Nationalit Oc Usual Number Sign

and (in case Husband y (is) with cup residential  of shares atur
surna of 's Name any atio taken by es
address in
me foreigner in full former n each
full or the
(presen , Nationalit subscribe
registered/ 
t & Passport y r (in
principal
former No) figures
office address
) in full and
for a
(in subscriber words)
Block other than
Letters natural
) person
3361-45- Muhamm PAKISTA BUS PakArab 50000
Umer
669 NI INE LAHORE
Raza ad Ashraf
SS
MA
N
34493- PAKISTA BUS Mamu 60000
Afraz Rehman
33-8225 NI INE Kanjan
Reham
SS
Faislabad
MA
N
39156- PAKSITA BUS Gujrat 30000
Fakhra Ajmal
62-1135 N INE
Ajmal
 SS
WO
MA
N
3451-51- PAKISTA BUS Gujrat 40000
Swaira Ajmal
7634 N INE
Ajmal
SS
WO
MA
N
3791-44- PAKISTA BUS EME Society 50000
Syed Rehman
5512 N INE
Abur Lahore
SS
Rehma
MA
n
N
Total 115 number of shares are taken

Dated the 08 DECEMBER day WEDNESDAY 2021

Witness to above signatures: (For the documents submitted in physical form)

Signatur
e

Full Umer Raza Afraz Fakhra Swaira Syed Abur

Name (in Reham Ajmal Ajmal Rehman
Block
Letters)
Father’s/ Muhamma Rehman Ajmal Ajmal Rehman
Husband d Ashraf
’s  name
Nationali PAKISTA PAKISTA PAKISTAN PAKISTAN PAKISTAN
ty N N
Occupati BUSINES BUSINES BUSINESS BUSINESS BUSINESS MAN
on S MAN S MAN WOMAN WOMAN
NIC No. 3361-45- 34493-33- 39156-62- 3451-51- 3791-44-5512
669 8225 1135 7634
Usual PAK MAMU GUJRAT GUJRAT EME SOCIETY
residenti ARAB KANJAN
LAHORE
al 
LAHORE FAISLAB
address
 AD

Altration Process of MOA

We are changing registered office clause of MOA
Old office: Islamabad
New office:Lahore

Process
1. Pass special resolution
2. Get confirmation from the secp.
3. Copy of the order will be forwarded to the company and registrar within 7 days.
4. Copy of altered will be filled by the company with the registrar within 30 days of the
order.
Altered Memorandum of Association
1. Name
The name of the company is UF ELECTRONIC Public LIMITED.
2. Registered Office
The registered office of the Company will be situated in Lahore / Multan / in the Province of
Punjab / Faislabid
3. Objects
The object for which the company is established are:
● To carry on the business of agents and representatives for inland and for foreign
principals in the above lines
● To deal in and manufacture all kinds of machineries and equipment’s auto
mobiles, office equipment etc.
Other objectives
 The principle line of business of the company shall be to carry on the business of
manufactures.
 Retailers, assemblers and distributors of all kinds of electronic goods including but
not limited.
 To wires, electric Switches and switch gears, plugs, circuits, head lights etc.
 To build construct maintain enlarge pull down remove or replace remove or develop
and to work manage and control any buildings offices factories mills foundries
refineries, Warehouse, shops etc.
 To lend money on security of movable or immovable securities in particulars house
properties.
 Or any shares or security of any kind or without security and to negotiable loans.
 To enter into agreement and contracts with foreign individuals companies and other.
  Organizations for technical or any other assistance or any of the object of the
company.
 To enter into partnership or into any agreement for sharing profit union of interest co-
operation.
 Joint venture or otherwise any person firm or company carrying on engaged in or
about to carry.in any business.
 To amalgamate with any company or companies having objects altogether or in parts
similar
 To those of this company.
 To make advances upon or for the purchases of material goods machinery stores and
other
 Articles or services required for the purpose of the company.
 To improve manage work develop exchange lease turn to account or otherwise deal
with all
 Or any part of the properties rights and concessions of the company.
 To undertake and execute and trusts the undertaking whereof many seem desirable
either
 Gratuitously or otherwise.
 To buy fabricate construct repair convert alter remodel and let on hire sell and deal in
textile.
 Machinery implement and by products and to do such things as are incidental or
conduci to the attainment of all above object.

4. Liability

The liability of the members is limited the authorized capital of the company is
Rs_____2000000______ (Rupees __20 million_________ only)
5. Capital
The total share capital of UF Electronics is 20 million and total number of shares is 100000
and each share have a value of 2000.
6. Subscription
We, the several persons whose names and addresses are subscribed below, are desirous of
being formed into a company, in pursuance of this memorandum of association, and we
respectively agree to take the number of shares in the capital of the company as set opposite
our respective names:

Name NIC No. Father's/ Nationalit Oc Usual Number Sign

and (in case Husband y (is) with cup residential  of shares atur
surna of 's Name any atio taken by es
address in
me foreigner in full former n each
full or the
(presen , Nationalit subscribe
registered/ 
t & Passport y r (in
principal
former No) figures
office address
) in full and
for a
(in
Block subscriber words)
Letters other than
) natural
person
3361-45- Muhamm PAKISTA BUS Pak Arab 50000
Umer
669 NI INE LAHORE
Raza ad Ashraf
SS
MA
N
34493- PAKISTA BUS Mamu 60000
Afraz Rehman
33-8225 NI INE Kanjan
Reham
SS
Faislabad
MA
N
39156- PAKSITA BUS Gujrat 30000
Fakhra Ajmal
62-1135 N INE
Ajmal
SS
WO
MA
N
3451-51- PAKISTA BUS Gujrat 40000
Swaira Ajmal
7634 N INE
Ajmal
SS
WO
MA
N

Syed 3791-44- Rehman PAKISTA BUS EME Society 50000

5512 N INE
Abur Lahore
SS
Rehma
MA
n
N
Total 115 number of shares are taken

Dated the 08 DECEMBER day WEDNESDAY 2021

Witness to above signatures: (For the documents submitted in physical form)

Signatur
e

Full Umer Raza Afraz Fakhra Swaira Syed Abur

Name (in Reham Ajmal Ajmal Rehman
 Block
Letters)
Father’s/ Muhamma Rehman Ajmal Ajmal Rehman
Husband d Ashraf
’s  name
Nationali PAKISTA PAKISTA PAKISTAN PAKISTAN PAKISTAN
ty N N
Occupati BUSINES BUSINES BUSINESS BUSINESS BUSINESS MAN
on S MAN S MAN WOMAN WOMAN
NIC No. 3361-45- 34493-33- 39156-62- 3451-51- 3791-44-5512
669 8225 1135 7634
Usual PAK MAMU GUJRAT GUJRAT EME SOCIETY
residenti ARAB KANJAN
LAHORE
al 
LAHORE FAISLAB
address
AD

THE COMPANIES ACT, 2017

(Company Limited by Shares)
ARTICLES OF ASSOCIATION
OF
UF electronic public limited company

PRELIMINARY

I. Capital and its division into shares

The registered capital of the company is 20 million rupees and total number of shares
are 100000 and value of each share is 2000.
II. Method for the change in capital
Alter Memorandum of Association to give effect to increase in authorized capital of
the Company through a special resolution.
III. Value of shares and their transfer of public
 The value of shares are 2000 each and freely transferable of general public.
IV. Different types of shares
We are issuing only the ordinary as well as preferred shares.
V. Right of shareholders in public company.
Right to receive dividend and also to participate and vote in general meetings
VI. Conversion of shares into stock

Pass a resolution in the meeting of shareholders Information of conversion to the registrar

Make alteration in the articles
Name and number of directors

We are 5 directors;

● Umer raza
● Fakhra ajmal
● Swaira ajmal

● Abdulrehman

● Afraz rehman

Power and duties of directors

The company’s constitution includes its articles of association and resolutions and
agreements of a constitutional nature. The need to foster the company’s business
relationships with suppliers, customers and others you must exercise independent judgment
and make your own decisions.
Methods to call the meetings

There are four types of meeting in public limited company

Statutory meeting

This meeting is called the statutory meeting. This is the first meeting of the shareholders of a
public company and is held only once in the lifetime of a company.

 The Board of directors shall, at least 21 days before the day on which the meeting is to be held,
forward a report, called the ‘statutory report to every member of the company.

Annual general meeting

Company to hold an annual general meeting every year .Every company shall in each year
hold, in addition to any other meetings, a general meeting as its annual general meeting and
shall specify the meet
There shall not be more than 15 months between one annual general meeting and the other.
But the first annual general meeting should be held within 18 months from the date of its
incorporation

Class meetings

Under the Companies Act, class meetings of various kinds of shareholders and creditors are
required to be held under different circumstances.

Class meetings of the holders of different classes of shares are to be held if the rights
attaching to these shares are to be varied.

Proxy Voting
Shareholders may assign their rights to vote to another party without giving up the shares if
they are unable or unwilling to attend the company's annual meeting or any emergency
meeting

Impact of Voting Rights

In large, publicly held companies, shareholders exert their greatest control through electing the
company’s directors. However, in small, privately held companies, officers and directors often own
large blocks of shares

Appointment of directors

In public or a private company, a total of two-thirds of directors are appointed by the

shareholders. The rest of the one-third remaining members are appointed with regard to
guidelines prescribed in the Article of Association

Appointment of Managing Directors

A managing director must be an individual (a real person) and can be appointed for a
maximum period of five years
Conditions for Appointing Directors
The following conditions are applicable when appointing a director
He or she should not have been sentenced to imprisonment for any period, or a fine imposed
under a number of statutes

Accounts and their audit

An account is a record in an accounting system that tracks the financial activities of a specific asset,
liability, equity, revenue, or expense
Audits are made to check something; like a person is paying their taxes correctly or that a document is
correct
Internal audits evaluate a company's internal controls, including its corporate governance and
accounting processes.
External audit
An External Audit is a periodic audit conducted by an independent qualified auditor with the aim to
determine whether the accounting records for a business are complete and accurate.
Appointment of auditors their right and duties

Right of Access to Books of Accounts to obtain Information and Explanations to Correct any
Wrong Statement.

Directors meeting

Company shall hold at least 4 Board meetings in a calendar year. Quorum of the meeting shall be 1/3

of the total strength of the directors or 2 directors, whichever is higher. As of now there is no
provision in the companies Act with respect to minimum number of meetings that Director should
attend
Method of selling shares

Seal of company

A company seal (sometimes referred to as the corporate seal or common seal) is an official seal used

by a company. Company seals were predominantly used by companies in common law jurisdictions,
although in modern times, most countries have done away with the use of seals
Right duties and remuneration of managing agents

Rights of agents
Right to Remuneration
An agent has a right to receive the agreed remuneration or in absence of agreement, a reasonable
remuneration for rendering the services to the principal that are not voluntary or gratuitous.

 Right to be indemnified
An agent represents his principal to the third parties. As per sections 222 and 223, an agent has a right
to be indemnified by his principal for all charges expenses, and liabilities that he incurs during the
course of the agency

Duties of agents
A principal has a right to sue his agent for damages in case of breach of duty by the agent. The duties
of agents are performs.