Professional Documents
Culture Documents
Moshi James
(Ph.D. in Fin Mgt; MSc. A&F; BAF)
(c) a company not having any limit on the liability of its members
(in this Act termed ''an unlimited company'').
Memorandum Association
• It is a legal document prepared during the formation and
registration process of a company to define its relationship
with shareholders and it specifies the objectives for which the
company has been formed.
• Sec.4.-(l)The memorandum of every company shall be printed
in the English language and shall state:-
- name of the company, with ''public limited company'' as the
last words of the name in the case of a public company, or
with ''limited'' as the last word of the name in the case of a
company limited by shares or by guarantee (not being a public
company);
- the objects of the company.
- the liability of its members.
- the amount of share capital with which the company proposes
to be registered and the division thereof into shares of a fixed
amount;
- no subscriber of the memorandum may take less than one
share;
- the name of each subscriber the number of shares he takes.
- The memorandum shall be dated and shall be signed by each
subscriber in the presence of at least one attesting witness. Of
memorandum
- full names, his occupation and postal address.
Articles of Association
• It is a legal document that along with the memorandum of
association serves as the constitution of the company. It is
comprised of rules and regulations that govern the company’s
internal affairs.
• It is concerned with the internal management of the company
and aims at carrying out the objectives as stated in the
memorandum of association.
• They are contracts between the shareholders and the
organization and among shareholders themselves.
• Provisions in the Articles of Association:
- The share capital (issue, calls, forfeiture, reissue, transfer,
alteration, reduction, etc.)
- Directors (number, remuneration, appointment, removal,
disqualifications, proceedings etc.)
- Meetings (Notes, proceedings etc.)
- Voting rights
- Dividends and reserves
- Audit
- Wound up
- Names and descriptions of the founder members
Types of Companies:
There are mainly two types of companies and these are:
-Statutory companies
-Registered companies
Statutory Companies
These are the companies which are formed by the Special
Act of the Parliament. They are not required to submit
the Memorandum or Articles of Association, nor they are
not required to use the word “Limited” after their name.
Their activities are mainly governed by the special act of
the parliament and the CAG usually conducts the annual
audit of the final Accounts.
The TANESCO, the AIR TANZANIA, the TRC etc. are some
examples of Statutory Companies.
Registered Companies
These are companies registered under the companies Act of the
respective country, and these may be Private or Public
companies, and they may be limited or unlimited companies.
• Sec.3.- (I) Any two or more persons, associated for any lawful
purpose may, by subscribing their names to a memorandum of
association and otherwise complying with the requirements of
this Act in respect of registration, form an incorporated
company, with or without limited liability.
Limited Liability companies
• Sec.3(2) Such a company may be either -
(a) a company having the liability of its members limited by the
memorandum to the amount, if any, unpaid on the shares
respectively held by them (''a company limited by shares'');
or
• Issue of Prospectus:
Prospectus is an invitation to the public that a new company has come
into existence and it needs funds for doing business. It contains
complete information about the company and the manner in which the
money is to be collected from the prospective investors.
• Receipt of Applications:
prospective investors intending to subscribe the share capital of the
company make application along with the application money and
deposit the same with a scheduled bank as specified in the prospectus.
• Allotment of Shares: If minimum subscription has been received, the
company proceed for the allotment. Letters of allotment are sent to
those whom the shares have been alloted, and letters of regret to those
to whom no allotment has been made. Allotment results in a valid
contract between the company and the applicants who now became
the shareholders of the company.
Accounting treatments:
1. Receipt of share money in one installment
In this case the company receives the share money along with
application.
The accounting treatments are:
Dr. Bank account
Cr. Share application account
(With the money received on application)
After the applicants are allotted with the shares, then their application
money is transferred to the share capital account. Hence;
The company may reject the applications for shares in excess of the
shares offered for issue and a letter of rejection is sent to such
applicants.
In this case the application money received from these applicants is
refunded to them in full.
The journal entry to be made is as follows:
When the unpaid balance is received later, the following journal entry
is made:
Dr. Bank A/c
Cr. Calls in Arrears A/c
(Amount due on allotment/ call remaining unpaid now received on……
shares.)
Illustration3
X Ltd. made its first call of TZS200 per share on 1st July 2019.
Zaire holding 2,000 shares failed to pay the call money. He
could pay the money only on 31st December, 2019. Company
charged interest of 12% p.a. on arrears.
Make necessary journal entry
Premium and discount on issue of shares
Plant 25,000,000
Share Capital 20,000,000
Share Premium 5,000,000
(Being plant acquired by issues of shares at a premium)
Bank 48,750,000
Application and Allotment 48,750,000
(Being cash received on application and allotment)
Allotment 48,750,000
Share Capital 20,000,000
Share Premium 12,500,000
Bank 6,500,000
Call in Advance 9,750,000
(Being Application and allotment money transferred to
respective accounts to complete the double entry)
Call in Advance 9,750,000
Bank 4,050,000
Calls in arreas 1,200,000
First call 15,000,000
(Being amount relevant to in the 1st call)