Formation of a Company

By Henna Punjabi
 Formation of a Company

C. D.
A. B.
SUBSCRIPTION OF COMMENCEMENT
PROMOTION INCORPORATION
CAPITAL OF BUSINESS

Unit 02-BS-By Henna Punjabi 2

 FORMATION OF COMPANY
D.
A. B. C. Capital Commenc
Promotion Incorporation Subscription ement of
Business

Functions of Documents Certificate of

Promoter required (i) SEBI Approval
Incorporation
[[(i) (vi) C.
(iv) E. F. Receipt
Identifica (v) Apptt. Preparati
tion of
(ii)
(iii) Name
Fixing up
of on of
Consent D.
Statutory of 1. MOA (ii) Filing of
Feasibility signatorie A. MOA B. AOA of Agreeme
business
Study
approval
s for
professio necessary Proposed nt
Declarati Payment Prospectus
opportuni nals documen on of Fee
MOA Directors
ty ts
2. AOA (iii) Apptt. of
(a) Technical (i) Name clause Bankers, Brokers &
3. Consent of Underwriters
(b) Financial (ii) Regd. Office clause Directors
(iv) Minimum
(iii) Objects clause 4. Agreement Subscription
(c) Economical
with MD
(iv) Liability clause
5. Name (v) Application to
(v) Capital clause Approval Stock Exchange

6.
Registration
(vi) Allotment of
Shares
7. Address
approval

8. Fee receipt
Unit 02-BS-By Henna Punjabi
A. PROMOTION

Unit 02-BS-By Henna Punjabi 4

Who is a Promoter ?
• As per section 69, a promoter means a person
• (a) Who has been named as such in a prospectus or is identified by
the company in the annual return referred to in section 92; or
• (b) Who has control over the affairs of the company, directly or
indirectly whether as a shareholder, director or otherwise; or
• (c) In accordance with whose advice, directions or instructions the
Board of Directors of the company is accustomed to act.
However, it is provided that nothing in this subclause shall apply to a
person who is acting merely in a professional capacity

Unit 02-BS-By Henna Punjabi 5

 Functions of Promoter
i. Identification of business opportunity
ii. Feasibility Study (Technical, Financial, Economical)
iii. Name approval
iv. Fixing up signatories for MOA
v. Appointment of Professionals
vi. Preparation of necessary documents

Unit 02-BS-By Henna Punjabi 6

 Documents Required
i. Memorandum of Association (Name,
Office, Object, Liability, Capital)
ii. Articles of Association
iii. Consent of proposed Directors
iv. Agreement
v. Statutory declaration
vi. Receipt of payment of fee
Unit 02-BS-By Henna Punjabi 7
B. INCORPORATION

Unit 02-BS-By Henna Punjabi 8

B. INCORPORATION (certificate of Incorporation)

1. Memorandum of Association
2. Articles of Association
3. Consent of Directors
4. Agreement with MD
5. Name approval
6. Registration
7. Address Approval
8. Fee Receipt

Unit 02-BS-By Henna Punjabi 9

C. CAPITAL SUBSCRIPTION

Unit 02-BS-By Henna Punjabi 10

C. CAPITAL SUBSCRIPTION
1. SEBI approval
2. Filing of Prospectus
3. Appointment of Brokers, Bankers and
Underwriters
4. Minimum Subscription
5. Application to Stock Exchange
6. Allotment of Shares

Unit 02-BS-By Henna Punjabi 11

D. COMMENCEMENT OF
BUSINESS

Unit 02-BS-By Henna Punjabi 12

Unit 02-BS-By Henna Punjabi 13