Above Discussion on Company

WelcomeTo Our

Presentation

Group name

“Icon”

Group Member’s Name & Id

NAME IDRizwan Mahbub Khan 12132101051

Nusrat Jahan 12151101139

Masuma Akram Bristy 12151101162

Nishat Tasnim Ayon 12151101163

Sabiha Islam 11151101166

Topic Name:

“COMPANY”

Defintion of Company

“A company is an association of

persons united for a common

object”.

— Justice James

Private Limited Company

Advantages Disadvantages

Owner keeps control of

the business.

Profits shared

between more people.

Private limited

company raise more

finance that a smaller

business.

A legal agreement

must be set up.

Difference between public company &

private company

Basis Public Company Private Company

Meaning

A public company

is a company

which is owned &

traded publicly.

A private

company is a

company which is

owned & traded

privately.

Minimum

members 7 2

Minimum

directors3 2

Transfer-

ability of

shares

Freely

transferable

Not freely

transferable

Definition of Promoters

The persons who do the

necessary preliminary work

to the formation of a

company are termed the

promoters of the company.

Definition of articles of

association

The articles of association are the regulations for the internal arrangement & management of the company.

—Charlesworth & Cain

Contents of articles of

association

Different classes of shares

Calls on shares

Transfer of shares

Notice to members

Common seal

Amount of capital

Doctrine Ultra-vires

Ultra vires is a Latin phrase meaning

"beyond the powers". If an act requires

legal authority and it is done with such

authority, it is characterised in law as intra

vires ("within the powers"). If it is done

without such authority, it is ultra vires.

Acts that are intra vires may equivalently

be termed "valid" and those that are ultra

vires "invalid".

Definition of memorandum of

association

A Memorandum of Association (MOA) is a

legal document which contains the

fundamental rules regarding the

constitution and activities of a company.

Contents of memorandum of

association

Name clause

Situation clause

Object clause

Liability clause

Capital clause

Subscription or consent clause

Definition of winding up of

a company

Winding up of a company is defined

as a process by which the life of a

company is brought to an end and its

property administered for the

benefit of its members and

creditors.

Modes of winding up of a

company

Compulsory winding up by the court

Voluntary winding up

Members voluntary winding up

Creditors voluntary winding up

Winding up subject to the

supervision of the court

Compulsory winding up by

the court

Special resolution

Default in holding statutory

meeting

Failure to commence business

Reduction in members

Inability to pay debts

Definition of prospectus

According to Section 142 of the company Act 1994 —

“Document containing offer of shares or debentures for sale to be deemed a prospectus.”

Objects of prospectus

To bring to the notice of public that a new company has been formed.

The secure that the directors of the company accept responsibility of the statement in the prospectus.

To preserve an authentic record of the terms of allotment on which the public have been invited to but its shares or debentures.

Contents of prospectus

The number of shares or debentures which

within the two preceding year been issued

for a considerations other than cash.

The amount or rate of underwriting

commission.

Preliminary expenses.

The names and addresses of auditors, if

any, of the company.

The time of opening of the subscription list

should be given in the prospectus.

Definition of share

A share is the interest of a

shareholder in a definite portion

of the capital. It expresses a

proprietary relationship between

the company & the shareholder.

Types of share

Types of share

Preference shares

Cumulative preference shares

Non-cumulative preference shares

Participating preferences share

Non-participating shares

Convertible preference share

Non-convertible preference shares

Equity shares

Characteristics of share

It is a unit of capital of the

company.

Each share is of a definite face

value.

Each share has a distinct number.

Shares are transferable units.