Purported

appear to be or do something, especially

falsely

Rescission
Convene

come or bring together for a meeting

a promoter is a person who undertakes to form a company

and who takes the necessary steps to accomplish that purpose
*Promoters have a general duty to exercise reasonable skill and
care
*Duity of accountability : must disclose all transactions and
profits
* Duity of fiduciary
*They could also include a special article in the company's
constitution containing an indemnity for the promoter.
*arrange that the first directors, agree that the company shall pay
the bills or refund to them their expenditure

Preincorporation contracts
*where a person enters into a contract before a company has be
en registered
*according to law company don't hav capacity to enten into a
contract before it's incorporation
*Pre-incorporation contracts cannot be ratified by the company

Promoter Can Protect His Position

i: contract remains as a draft
ii: novation:enter a new contract when company form
iii:Promotors are first directors
iv:Behalf of new company,then company able to ratify

Preincorporation Expenses
Exemples: Professional Fee
Legal expenses

Registration procedures
i: Documents to be delivered to the Registrar
*document + Fee
ii: Application for registration
*must contain : company name, office location, pvt or plc,limited
by share or guarantee

Documents to be delivered: Memorandum of association,

Memorandum of association, Statement of proposed officers,
Statement of compliance (requirement of company act) ,
Documents to be sent with application:
Statement of capital and initial shareholdings
Registration fee Currently 20 approximately

Certificate of incorporation
*If satisfied
ii:the company is given a 'registered number
ii:A certificate of incorporation is issued

Registrars duties
i: Inspect the documents
ii:issue Certificate of incorporation

Companies 'off the shelf'

*When the company is purchased,
*the shares are transferred to the buyer,
* the Registrar is notified of the director's and the secretary's
resignation
* Stamp duty will be payable.

Re-registration procedures
private company with share capital may be able to re-register
as a public company if the share capital requirement is met.
*A public company may re-register as a private one.
* share capital must be at least 50,000

* of which a quarter must be paid up, plus the whole of any

premium

Resolution
Plc

Pvt

shareholders must agree

shareholders must agree

Convene a general meeting

Convene a general meeting

Pass a special resolution (75%

(75%

Pass a special resolution

Application
Plc

Pvt

Send application to the Registrar Send application to the

Registrar
Send additional information
information
-Copy of the special resolution
resolution
-Copy of proposed new public
private companY
company's proposed name

Send additional
Copy of the special
Copy of altered new
company articles

Statement of Compliance
--company's proposed name

Approval

A certificate of incorporation issued A certificate of incorporation

issued

Compulsory re-registration
* If share capitalof a public company falls below 50,000, it must
re-register
as a private company.

Commencement of business rules

* To tradeor borrow, a public company needs a trading
certificate.
* Under the Insolvency Act 1986 a court may wind-up a public
company which does not obtain a trading certificate within one
yearof incorporation.

Statutory books and records

* Registrar keeps a file at Companies House which holds all
documents delivered by the company for filing

The Registrar of Companies

*Registrar of Companies(the Registrar) and the Registrar's
department within the Government is usually called Companies
House
* company is identified by its name and serial number which
must be stated on every document sent to Companies House for
filing.

Register of members
any information about any shareholder then it may be provided by the registrar at
the Companies House

must contain:
i:name and address of each member
ii: The shareholder class
iii: number of shares
iv:Date of becoming member and ceasing
*any member can inspect this register without any charge
*general public have to pay

Register of charges
must contain:
i:Details of fixed or floating charges
ii: property charged
iii: the amount and name of the person to be charged
iv: instrument creating a charge
*free to members and creditors
* The company must also keep copies of every

Register of minutes and resolutions

*contains all the board resolutions and minutes of all meetings by
the directors and shareholder
1. Minutes of general meeting
2. Minutes of AGM
3. Minutes of EGM
*only available to shareholders

Register of directors

1.
2.
3.
4.
5.
6.

Their full name

Present and former surname
Service address
Residency and Nationality
Business occupation
Date of birth

other directorships within the last five years

Register of directors interest

1. number of shares held by each director
2. class of shares
3. number of shares held by their spouse and their
children
*general public have no access

Register of directors service contract

*basically about the contracts between company
and one of its directors
*only members can see/for copy of contract they
have to pay

Register of company secretaries

1. names of company secretaries
2. address, nationality and profession of each secretary
*normal fee for general public

Accounting records
* Accounting records must be carefully maintained at the
registered office
Certain specific records are required by the Act.
i:daily sums of received and paid
ii:assets and libilities record
iii:stock record at end of year
iv:statement s of goods brought and sold
* After the preparation of annual accounts, these accounts
approved by the board of directors and company secretary and
finally from the CEO before publication.
Accounting records must be kept for
three years for private company
six

years for public . company

Annual return
* This is the statutory document required by all the registered
companies
* Annual return is prepared each year and gives essential
information of business core activities, business position and
investment composition.
1. Address of companys registered office.
2. Name and address of all the members directors and
secretaries
3. Type of company with its objective (mission statement)
4. Total nominal value of issued share capital with paid and
unpaid nominal value of total shares

5. Rights of shareholders at each class and the total number of

shares for each class