Stages : formation of a Joint Stock Company
soeaetioa 2 ny 3 Sakae
(activities which are necessary
for bringing the company in to existence)
Promoter: (takes all preliminary work for starting a
new company -promoter can be a person,a firman
association or even a company)
tii
the idea of setting up a business)
2.Feasibility studies:(detailed investigation of the
profitability proposed activity -he undertakes
feasibility studies such as technical feasibility,
financial feasibility, economic feasibility...)
3.Name approval:(selecting name for the company &
submit application to the registrar of companies for
its approval)
4.Preparing prelimi :
Memorandum of Association, Articles of
Association, Prospectus or Statement in lieu of
prospectus, list of directors, a written consent of
directors, a statement of authorized capital etc..)
5.Eixing up signatories to the Memorandum of
Association:(Usually people signing memorandum
are the first Directors of Company)
6 Appointment of Professionals: bankers, auditors,
underwriters ....)
inity: (conceives
(registering with the Registrar of Joint Stock
‘Companies -with documents such as Articles of
Association, Memorandum of Association
etc. Registrar will give a CIN (Corporate Identity.
Number) - Registrar of Companies issue a
certificate of incorporation, {tis called the birth.
certificate of the company)
‘A public company can raise the required funds from
the public by means of issue of shares
and debentures -For this issue a prospectus and
follow various other formalities )
Formalities for Capital
(approval from SEBI -
statement in lieu of prospectus with the Registrar -
Appointment of Bankers, Brokers and Underwriters -
~*minimum subscription (minimum number of —
shares before going ahead with the allotment of
shares -minimum subscription is 90% of the size of
the issue -application to at least one stock exchange)
DOCUMENTS ; FORMATION OF A COMPANY
fundamental document or charter of a
‘company - it defines the objectives )
nts of Memorandum
‘a, Name clause: name of the company
approved by the Registrar of Companies -it should
not be identical with the name of an existing co.)
1b. Registered office clause: (name of the state in
which the registered office is situated)
+c. Object lause:( objective of company )
4. Liability clause:( liability of the members)
‘¢. Capital lause:maximum capital with which the
‘company is to be incorporated)
£, Subscription clause:(name of the signatories to
the memorandum of Association
rules and
regulations for the management of internal affairs of
the company
(document issued by public
‘companies inviting the public to subscribe for shares
‘or debentures of the company)
*Statement in Liew of Prospectus:(issued by
pubic company to raise capital privately)
A private company does not require a prospectus or
statement in lieu of prospectus
{agreement
to act as director & to buy and pay for qualification
shares)
Qualification shares(shares issued to Directors)
WY agreement made by the company
with its directors/managers etc..)
5: Staory decoration (satng all he legal
requirements are fulfilled for registration)
Basis ‘Memorandum of — Articles of
Association Association
Objectives | Objectives of rules of internal
‘Company is formed | management
Position [main document _| subsidiary doc.
Relationship | with outsiders with members
Validity | Acts beyond the [Acts beyond
Memorandum are | Articles can be
valid ratified
Necessity | Every company has |not compulsory
to file for a public Co.
‘One Person Company - OPC:(company with only
‘one person as a member -avails all the benefits of a
pvt.co. - implemented under of Companies Act, 2013
-Only an Indian citizen and resident in India can start
cannot carry out Non-Banking Financial Investment
activities -cannot be incorporated or converted into a
/company)
Prepared by ANFAS. V.S, HSST Commerce, Thrissur