COMPANIES ACT 1984

 PRESENTED TO: MUHAMMAD BRIG. SALEEM

 Preliminary/Definitions/Incorporation of Companies
TABLE
Memorandum Association
OF Article of Association

CONTENT Management and Administration

Winding Up
  Any 7 or more person associated for any legal
purpose by subscribing these names, to a
Incorporation memorandum of association and complying with the
of requirements in registration may form a public
company or 2 or more person associated may form a
Companies limited company.
 i. Preparation of memorandum of association
ii. Preparation of article of association
Steps in the
iii. Execution of Incorporation (if any)
formation of
iv. A legal document that has been signed off by people
companies necessary for it to become effective.
  defined as the constitution or charter of the
company
 It is one the basic documents of company
Memorandum
 fundamental conditions upon which the company is
of Association situated
 a public document every person who deals with the
company must have knowledge about the content
  Name Clause:
 It states the name of the company. A company may choose any
name it may not resemble from any other company’s name. It
shouldn’t be undesirable and should not be permitted by any
law,
Clause of  Situation or registered office clause:
MOA  The name of the state in which the company is being situated or
the name of the country. Within 30days of the incorporation
and within 15 days from its corporation the company must
registered its office. The verification must be done in the form of
domicile, and the domicile must have the place of the
registration mentioned on it.
  Objects Clause:
Clause of  It defines the purpose on which the company is being set up, a
company isn’t allowed to perform certain actions if it isn’t
MOA mentioned in the clause of the company. The object of the
company must be stated specifically not ambiguous. It must not
be illegal.
  Liability Clause:
 Every company states the liability of its company. Now it
depends the whether the liability is shared by limited, unlimited
or guarantee.
Clause of  In case of company limited by share, if the shares are fully paid
then the liability of that particular stakeholder is nil. In case of
MOA company unlimited by share, personal assets can be used. In
case of company guarantee by share, the memorandum must
show the amount each stakeholder is liable to pay at the time of
liquidification.
  Capital Clause:
 All companies that are limited by share to mention the amount
of capital with which the company is formed. There is no legal
limit to it, the company may not issue share in case of the
exceeding amount mention in the clause.
 Association and Subscription Clause:
Clause of  The amount of the authorized shared capital, and the amount of
MOA share taken by each member must be mentioned. The
memorandum must be signed in the presence of at least two
members/witness who will later on attest this, each subscriber
may take at least one share, each subscriber must write the
number of shares taken by him/her.
  Contain the rules relating to the management of
internal affairs of a company & are basically for the
benefit of the shareholders
Article of  Play a part subsidiary to the memorandum of
association (MOA)
Association
 Cannot extend the objects as defined in the
memorandum
  PUBLIC COMPANY LIMITED BY SHARES- may
register articles (in case does not, TABLE “A” shall
apply)
Obligations to  COMPANY LIMITED BY GUARANTEE/ UNLIMITED
Register Article COMPANY/PRIVATE COMPANY LIMITED BY
SHARES-must register articles along with the
memorandum at the time of registration
  Signed by each signatory of the memorandum in the
presence of at least one attesting witness, also
articles should not contain anything which is
against:

LAW OF THE LAND

Obligation to
Register Article THE COMPANIES ACT

THE PUBLIC POLICY

ULTRAVIRES THE MEMORANDUM

  Different classes of shares & their rights
 Procedure of issuing share certificates & share
warrants
Contents of  Alteration of share capital
Article of  Borrowing powers of directors
Association  Voting rights of members
 Payment of dividends & creation of reserves
  The alteration must not be inconsistent with the
provisions of the companies act or any other statue
 The articles must not be inconsistent with the
Limitations conditions contained in the memorandum
Regarding  Approval of Central Government is also required in
Article of certain cases
 Conversion of public company into a private company
Association  Appointment or re-appointment of a director
 Increase in remuneration of a director
 MANAGEMENT
AND
ADMINISTRATION
  Registered Office
Management  A company shall, as from the day on which it begins to carry on
business, or as from the 30th day after the date of its
and incorporation, whichever is earlier, have a registered office to
which all communications and notices may be addressed
Administration
  Publication of Name by Limited Company:
Management  Every company is required to paint or affix, and keep painted or
affixed, its name on the outside of every office or place in which its
and business is carried on, in a conspicuous position, in letters which
are easy to read.
Administration
  Penalties for Non-Publication of Name:
Management If a limited company does not paint or affix, and keep painted or
affixed, its name in manner directed by this Ordinance, it shall be
and liable to a fine which may extend to two hundred rupees for
every day and officer who willingly administrates the company
Administration will be payable
  Penalties for Non-Publication of Name:
 If any officer of a limited company, or any person on its behalf,
Management he shall be liable to a fine which may extend to two thousand
and rupees, and shall further be personally liable to the holder of
any such bill of exchange, promissory note, cheque or unless
Administration the same is duly paid by the company.
  The existence of a company can be terminated by means of
winding up and the process in which company is dissolved is
known as winding up of a company
Winding Up  Winding up of a company is proceeding in which the co business is
closed down sell of its asset and creditors are paid, the balance of
asset are distributed to the members
  There are 3 different modes of winding up of a
company
Modes of  1: compulsory winding up
Winding Up  2: voluntary winding up
 3: winding up under supervision of court
  Two things must be shown before court will make a winding order
on petition
Compulsory  1- That the petitioner had the right a present the petition.
Winding Up  2- That on the ground set out is the act as justifying.
 Section 305 of companies ordinance that a company may be wound
up by the court on following ground are there:
 1- if the company has, by special resolution, resolved that the
company should be wound up by the court
 2- If the company is unable to pay its debts.
 3- Company does not commence its business within a year from its
incorporation, or suspend its business for a whole year.
 4- When period fixed for duration o the company by memorandum or
Compulsory article expires or if any event occurs, the occurrence of which the
memorandum or articles provide that the company is to be dissolved
Winding Up  5- Court is of opinion that it is just and equitable that the company
should be wound up
 6- The Company has being used for unlawful purposes or any purpose
prejudicial to in compatible with peace, welfare, security, public order,
good order morality.
 7- Company is used of act against the security of the nation.
 8- If the company ceases to have a member.
  It means winding up by members or creditors of company without
interference of court.
Resolutions of winding up of a company:
 Ordinary
 Special
Voluntary
 Ordinary:
Winding Up  It is passed when AOA provides that the company is wound up
when the specified period elapsed
 Special:
 It requires no ground for winding up and is used in any other case
such as a solvent liquidator.
  It may be affected under the supervision of court where an
application to that effect is made by creditor or a contributory or
the company or the liquidator and court makes an order that
Voluntary voluntary winding up should continue subject to the supervision of
court.
Winding Up  Such an order is passed by court where:
under  The resolution of winding up was obtained by fraud
supervision of  The rules relating to winding up order have not been observed
court  The liquidator is prejudicial or is negligent in collecting the assets.