Assignment of corporate law

Submitted By: Muzamil Ashraf

Submitted To: prof.Dr.Mohsan Rana
Section: “C” morning
Roll no: BC20-208
Topic:
Create a private limited company
Name of company:
M. private limited company
(food and beverages)
Definition:
According to sec 49
Private company means a company which, by its article.
 Restrict the right to transfer its shares
 Limit the number of its member not exceed 50
 Prohibit any investigation to the public to subscribe for the shares, if any, or
debentures or redeemable capital of the company.

Characteristics:
 Restriction on transfer of shares
 It can form by at least 2 members.the total members must not exceed 50.
 It cannot invite public to purchase its share and debentures
 It can raise capital by offering shares to its relatives, friends, directors, promoters or
existing members.
 It can be convert into single member by the approval of commission.
 A private company must add the word (private) limited at the end of its name.

Formation of a company
Mode of Forming a Company:
A company can be form under three modes
 Three or more persons associated for any lawful activity for the purpose
of profit is known as public company
 Two or more person associated may in the like manner form a private
company.
 One person may form a single member company.

Formation of company
A company come into existence when a group of people come together with a view forming
an association to exploit the business opportunities by bringing together, men, material
money and management.
 Steps of formation
There are eight step of formation which we’ll be explain

Step 1
Selection of the type of company
Step 2
Preliminary requirement
Step 3
Reservation of name
Step 4
Preparation of the MOA and AOA
Step 5
Filling of documents with registrar of companies
Step 6
Certificate of incorporation and allotment of corporate identity
Step 7
Effect of registration
Step 8
Commencement of business
 SELECTION OF THE TYPE OF COMPANY
There are five basic types of company
Sole proprietor
Partnership
Limited liability company
Corporation
Corporative society
According to these type our company is private limited company which is under
corporation.

Preliminary requirements
I have fulfil all preliminary requirements of my company and than I go forward.

Reservation of name
 First I tried with MS. Private limited company but that was already registered in the
SECP’s register and the registrar asked me to change the name of my company and
advice me to select a unique name that is not register in the book of SECP.
 Then I tried the different name that was MJ limited company but unfortunately the
same problem occurs at time the registrar inform me that this name is already exist in
the book of SECP so he said me to change the name of my company.
 Finally after 2 attempt I be able to reserve my company name with M. private limited
company at that time registrar allow me to reserve this name for my company

Preparation of the MOA and AOA

After the approval of name of the company the stage was to prepare the important
documents company that is consist of MOA and AOA.

I’ll explain these documents later

These are the main and important documents of company without MOA company
can’t be registered. These are essential documents of company.

Filling of documents with registrar of company

After the preparation of documents the next and important step is to submit all the
documents to the registrar of the company it is the first step before incorporation of
company.

Certificate of incorporation
After the satisfaction of registrar, registrar gave us the certificate of incorporation
It is the step when the company came into existence.
 Effect of incorporation
A key advantage of incorporating a business lies in the concept of limited liability.
An incorporated business is a legal entity unto itself (leading to the odd notion of
"corporate personhood"). As such, it is the business itself that takes on legal
responsibilities, while the individual owners and managers of the business are
shielded from such liability.

Commencement of business
After getting certificate of commencement of business from the registrar of the
company we are going to start out business.
Registrar allot a certificate of commencement after the satisfaction .

formation of
comapny

promotion

COMMENCEMENT
incorporation CAPITAL
OF BUSINESS

These are the stages of formation of a company.

 Promotion
 Incorporation
 Capital
 Commencement of business
 Formation of a Company
Formation of a company involves completion of several legal formalities and procedures. The
process of formation of the company can be divided into four stages, viz.,

i. Promotion of a company

ii. Incorporation

iii. Subscription of capital

iv. Commencement of business.

However, only a public limited company is required to fulfil all these four stages. A private
limited company is required to fulfil only the first two stages. In other words, it can
start business immediately after obtaining the certificate of incorporation.

Promotion of a Company
It is the first stage in the formation of a company. It begins with a person or a group of persons
having thought of or conceived a possible future business opportunity and then taking an
initiative to give it a practical shape by way of forming a company. Such a person or a group of
persons who proceed to form a company are known as promoters of the company.

Promoters not only conceive a business opportunity but also analyse its prospects and bring
together the men, materials, machinery, managerial abilities and financial resources that are
necessary for the formation and existence of the company.

Functions of a Promoter                  
(i) Identification of Business Opportunity
We first identifies a potential business opportunity. This opportunity may be regarding the
production of a new product or service or making a product available through a different
channel than before or production of an old product with new updated features or any other such
opportunity having an investment potential.

(ii) Feasibility Studies

We after having conceived a business opportunity analyses the opportunity to see whether it is
feasible, technically as well as economically. All identified business opportunities cannot be
converted into real projects.
Therefore, I/we undertake detailed feasibility studies so as to investigate all aspects of the
business that they intend to begin with the help of various tools like a study of the market trend,
industry trend, market survey, etc. and with the help of specialists like engineers, chartered
accountants etc. A venture is only feasible when it passes all the three below mentioned tests.

 Technical feasibility: Sometimes an idea may be good and unique but technically

not possible to execute because the required raw material or technology may not be easily
available. Every business requires funds.

 Financial feasibility: Sometimes it may not be feasible to arrange a large amount of

funds needed for the business in the limited available means. Also, financial institutions
may hesitate to grant huge amounts of loan for the new businesses.

 Economical feasibility: A business opportunity may be technically and financially

feasible but not economically feasible. It may not be a profitable venture or may not yield
enough profits. In such a case, the promoters refrain from starting the business.
(iii) Name Approval
Once we have decided to launch a company next step is to select a name for the company and
we decide M. pvt ltd get it registered with the registrar of companies of the state in which the
registered office of the company is to be situated.

(iv) Fixing up Signatories to the Memorandum of Association

We decide the members who will be signing the Memorandum of Association of the proposed
company and then sign the memorandum and become the first director of the company.and also
give the written consent.

(v) Appointment of Professionals

we also required to appoint certain professionals. These professionals help them in the
preparation of necessary documents that are required to be filed with the Registrar of Companies
such as mercantile bankers, auditors, lawyers, etc.

(vi) Preparation of Necessary Documents

We are required to prepare necessary legal documents that have to be submitted to the Registrar
of the Companies for getting the company registered. These documents are return of allotment,
Memorandum of Association, Articles of Association, consent of Directors and statutory
declaration.
 Incorporation
After completing the promotion stage we go ahead for the registration of the company
It is the main step of formation of a company.
A company is said to be incorporated when it fulfil the formalities of registration and
contain ‘’certificate of incorporation‘’ by submitting the MOA and AOA.

There are two ways of incorporation of a company

1. Manual method
2. Online method
Here we discussed about manual method because of some kinds of restriction

Manual method

Prior Approval of Submission Registration

approval name of fees
documents

id card

particul
ar of 1st MOA
director

list of
AOA
director

declerati
register on of
ed compain
office ce
consent
s of
director

ID card
I have submitted the copy of national identity card to the registrar of the company.
MOA
I have submitted the four copies of MOA of a proposed company.

AOA
I have submitted the four copies of AOA to the registrar of the company.

Declaration of compliance
We submitted the declaration of compliance with respect of fulfil all the requirements
And declaration is signed by advocate/charter account.

FORM 45

THE COMPANIES ACT, 2017

THE COMPANIES (GENERAL PROVISIONS AND FORMS) REGULATIONS, 2018
[Section 123A(2) and Regulations 19A(5)]

DECLARATION OF COMPLIANCE WITH THE PROVISIONS OF SECTION 123A

OF THE COMPANIES ACT, 2017

PART I

1.1 CUIN (Registration No.)

1.2 Name of the Company

1.3 Fee Payment Details

1.3.1 Challan No.

1.3.2 Amount

PART II

2.1 Compliance against notice issued under sub-regulation (1) of Regulation 19A:
Sr. No. Particulars Response
i. The Company in <month> has issued, a notice as per Yes/No
Form 42 to every member directly holding at least
twenty five percent of shares or voting rights in the
company or to the representative of every legal
person or legal arrangement which holds at least
twenty five percent of shares or voting rights in the
Company, to obtain information of its ultimate
beneficial owners, in compliance with sub-regulation
 (1) of regulation 19A.

The total number of notices issued is

_____________.

ii. If The Company has received declarations as per Form Yes/No

reply to 43 from the members/persons to whom notices have
(i) is been issued, as required under sub-regulation (2) of
Yes, regulation 19A:

Total no. of members directly holding at least twenty

five percent of shares or voting rights in the company
and representatives of legal persons or legal
arrangements holding twenty five percent of shares
or voting rights in the company, as on the date of
Form 45: _________

No. of members or Hsubmitting the declarations

against the notice(s) issued is: ______

No. of members or representatives who have failed

to submit the declaration against the notice(s) issued
is: _______

iii. If The Company has noted accurate particulars of its Yes/No

reply to ultimate beneficial owners, received from the
(ii) is persons vide declaration as per Form 43, in a register
Yes, of ultimate beneficial owners, as specified under sub-
regulation (4) of regulation 19A, and in compliance
with the provisions of sub-section (2) of section
123A of the Act.

iv. The board of directors of the Company has Yes/No

authorized its chief executive officer or one of its
directors or officers to provide the information
required under sub-regulation (6) of regulation 19A
to the registrar or any other authority or agency
pursuant to the powers to call for information
entrusted by law to such authority or agency, and to
provide further assistance as may be required.

v. If The Company has nominated the following officer, 1. Name

reply to as required in terms of sub-regulation (6) of _____________________
(iv) is regulation 19A: 2. Father’s Name
yes, ______________
3. Designation
_______________
4. NIC No.
_________________
5. Cell No.
 ________________
6. Email address

7. Usual residential
address
_______________

PART III

3.1 Compliance in respect of induction of new members in terms of sub-regulation (2) or

changes in particulars of ultimate beneficial owners in terms of sub-regulation (3) of
Regulation 19A:

Sr. No. Particulars Response

i. The Company has received, during the <year>, Yes/No

declaration filed by the new members in Form 43, or
declaration(s) for changes in the beneficial
ownership or controlling interest from the member(s)
in Form 44, as required under sub-regulation (2) or
sub-regulation (3) of regulation 19A, respectively.

ii. If The Company has noted the accurate and updated Yes/No
reply to particulars of its ultimate beneficial owners received
(i) is through declaration(s) during the <year> in the
Yes, register of ultimate beneficial owners, as specified
under sub-regulation (4) of regulation 19A, and in
compliance with the provisions of sub-section (2) of
section 123A of the Act.

iii. The board of directors of the Company has Yes/No

authorized its chief executive officer or one of its
directors or officers to provide the information
required under sub-regulation (6) of regulation 19A
to the registrar or any other authority or agency
pursuant to the powers to call for information
entrusted by law to such authority or agency, and to
provide further assistance as may be required.

iv. If The Company has nominated the following officer, 1. Name

reply to as required in terms of sub-regulation (6) of ____________________
(iii) is regulation 19A 2. Father’s Name
yes, ______________
3. Designation
_______________
4. NIC No.
_________________
5. Cell No.
 ________________
6. Email address

7. Usual residential
address
_______________

4.1 Declaration:

I do hereby solemnly and sincerely declare that the information provided in the form
is:

(i) true and correct to the best of my knowledge, in consonance with the record as
maintained by the Company and nothing has been concealed; and

(ii) hereby reported after complying with and fulfilling all requirements under the
relevant provisions of law, rules, regulations, directives, circulars and notifications
whichever is applicable.

5.1 Name of Authorized Officer with designation

5. Signatures
2

5.3 Date Day Month Year

* For the first time the company issues notice to its members in form 42, the month
during which such notices have been issued shall be mentioned.

Register office
My company’s registered office at MM ALAM road Lahore. Near al-fateh.

Certificate of incorporation
After the satisfaction of registrar he issue the certificate of incorporation to my company and
then my company get register In the book of SECP.
The certificate of incorporation state
 name of the company (M. private limited company)
 date of registration (19-06-2023)
 word private limited company
 word limited after the name (limited by shares)

Documents of company
There are three main documents of company
 MAMORANDUM OF ASSOCIATION
 ARTICLE OF ASSOCIATION
 PROSPECTUS

MAMORANDUM OF ASSOCIATION
It is the main and first important document of company every company have to create
their own MOA. So I create my company’s MOA which consist on 6 clauses
 Name clause
 Register office clause
 Objective clause
 Capital clause
 Liability clause
 Subscription clause

Name clause
my company name is M. private limited company. We use the word limited at the end
of company name. and I select the name after the approval of the registrar.

Register office clause

Register office of M. (pvt).ltd is situated at MM ALAM ROAD LAHORE near AL-
FATEH.

Objective clause
The main objective of M. is established to provide good quality of products to its
customer. And it’ll not operate against this object clause.
Our company will provide health beneficial goods to all.

Capital clause
The capital of M. pvt ltd is 10million which consist on 1lack ordinary shares.

Liability clause
The liability of our company is limited by shares.

Association clause
Our members have buy the qualification shares and sign the memorandum of association.
And also write the name of members and proper address of members, and declaration of
members.
 Article of association
It is the second important document of any company it consist on rules and regulation of
company. It must be submitted along with MOA to registrar of the company.
We made our AOA according to the schedule 1
 AOA is printed
 And every information is explained I paragraph
 And members of company are signed the AOA

Content of AOA
 we don’t do any preliminary agreements
 10000 share allotted to the members of company
 Issue the certificate of shares to the member of company
 Explain the procedures of transfer of shares
 Company can borrow upto 2 million from banks
 Very members have a right of vote upto the number of shares he
have
 Company will provide notice before 14 days of any meeting
 Company will provide dividend 30% of profit and maintain 70%
reserve for the future needs
 Every member have to note the meeting minutes when the meeting
going
 We made audit from the authorised firm of Pakistan KPMG
(Klynveld Peat Marwick Goerdeler
 Our company will use its stamp instead of owner’s signature
 Company will be wind up by the court in case of default.
paragraph
my company name M. pvt ltd create by law and done its all
preliminary agreements and allot 10000 shares to its member of
company a person who get the share of company become the
member/owner of our company. We provide certificate to our
member on buy the shares of my company. And further we explain
the whole procedure of transfer of share to other. Our company can
get loan from bank on behalf of MOA AND AOA upto the 2
million. And explain the voting right of each member to elect the
director of company.our company will wind up in case of loss by
the court.