Company Act Slide
Company Act Slide
Prepared For
SHEIKH TANZILA DEEPTY
Lecturer Department of Finance University of Dhaka
Presented By
Group No. 8 Name Mohammad Junaid Shawon Md. Zahidul Islam K.M. Shahriar Pervej ID No. 16-017 16-051 16-057
16-067
16-101 16-125 16-127 16-143 16-165 16-171
16-177
Agenda
Definition of Company Formation and Features of Company Required Documents for Forming and Running a Company Management and Administration of a Company Managing Agent Winding Up of Companies
Company
A Company may be defined as a artificial person recognized by law, with a distinctive name, a common seal, a common capital comprising transferable shares of fixed value carrying limited liability and having a perpetual successions.
Types of Company
Private Limited Company
Private Limited Company means company which by its articles1. Restricts the right to transfer its shares, 2. Limits the number of its members to fifty not including persons who are in its employment. Public Limited Company means a company incorporated under this act or under any law at any time in force before the commencement of this act and which is not a private company.
Features of a Company
Common Features
Handsome capital Democratic management Voluntary association Autonomous body Large-scale enterprise
Legal Features
Law created concern Artificial entity Perpetual succession Common seal Share capital
Profit distribution
Tax payment
Limited liability
Statutory responsibility
Formation of a Company
1. Promotional Stage 2. Preparing Documents 3. Submitting Documents 4. Collecting Certificate of Incorporation
Preparing Documents Taking decision Collecting name clearance Memorandum of association (1 copy) Articles of association (1 copy) Submitting Documents
Collecting Certificate of Incorporation Emergence of private limited company Emergence of public limited company
Promotional Stage
Prospectus
Memorandum of Association
Definition
The Memorandum of Association of a company is its charter and defines the limitation of the powers of the company, established under Act.
Memorandum of Association
F E A T U R E S
1. 2. 3. 4. 5.
6.
It is the prime document of a company. The name, address, capital and range of authority of the company are written here. Relationship with third party is determined through it. The company can not do anything beyond its objectives referred here. A company doesnt get permission to start function from government without memorandum of association. It has been discussed in the clauses 6 & 9 of the Company Act.
The location of the companys head office is included here. Present and future working areas are also written here.
The detailed description for which the company has been formed are included here. The company can not conduct anything beyond it.
Liability Clause
The responsibilities of the companys shareholders are included here. Whether the liability of the shareholders is determined through the number of shares or through any guarantee and the amount of liabilities are included here.
Consent Clause
The initiators of the company should sign here agreeing to buy a specific number of shares.
Articles of Association
Definition
The Articles of Association are the regulations or by-laws which govern the internal management and conduct of the affairs of the company.
Articles of Association
F E A T U R E S
1. 2. 3. 4. 5. Articles of association is companys second important document. It is the document about running & administration of the company. All rules of running a company are included here. It determines the rules within the range of memorandum of association If a company wants to do anything beyond articles of association, first the company must include it to articles of association.
Prospectus
Definition A document containing detailed information about the company and invitation to the public subscribing to the share capital and debentures issued is called prospectus.
Features of Prospectus
Chain of Authority
Shareholders
Initiators
Initially directors are elected by initiators. They will work as directors until election is made for choosing directors.
Shareholders
Board of Directors
If unusual vacancy is created, Board Of Directors select new director from shareholders by special decision.
Any professional organization who takes the responsibility of managing the company in Management exchange of some percentage of commission is Agents known as management agent. Management agents cant select more than one third of the total directors.
Government
If it is mentioned in the articles of association government can elect directors for the company. If maximum number of share holders wants government to choose directors then government can also perform this work. The person who is selected as director by government need not buy qualitative shares.
Immature
Alien enemy
Removal of Directors
If any director is absent from three consecutive meeting. If he or she illegally takes loan. If he or she participate in company transaction for self benefit. If he or she have ranked position and discharged from the post. If share holders and other directors want him or her to remove from the post. If he or she is declared incapable by court. If he or she is absent from overall work of the company for 3 consecutive month without the permission of governing body. If he or she does not buy minimum share pointed in the memorandum within two months. If he or she works as a director of another farm secretly.
To inform about the formation of the company Statutory a company arranges this meeting 30 days Meeting (SM) after receiving the permission for starting Clause 81 functions but within 180 days.
Directors Meeting
Winding-up of Company
A company is said to be dissolved when it ceases to exist as a corporate entity.
By the court
Voluntary
Proof of claim
Payment of due
Winding of company
Voluntary Wind-up
A company may be dissolved by the decision of shareholders or by mutual consent of creditors in AGM.
Modes
ANY QUERY
THANKS TO ALL