Main Document of Joint Stock Company
Following documents are the main document which requires (Must attach) during the registration of Joint Stock Company.
- Memorandum of Association:
- Article of Association:
Memorandum of Association:
Documents which describe the purpose, activities, authorities and responsibilities along with rights of shareholders and concerned parties is called Memorandum of association.
It is the legal document that has to be filed with the registrar of companies at the time of incorporation of the company. It is often called as a memorandum and is comprised of fundamental conditions on the basis of which a company operates.
A Memorandum of Association (MOA) is a legal document prepared in the formation and registration process of company to define its relationship with shareholders. The MOA is accessible to the public and describes the company’s name, physical address of registered office, names of shareholders and the distribution of shares. The MOA and the Articles of Association serve as the constitution of the company.
The following list must include in Memorandum of Association:
- Legal Name of the Company
- Physical Address of the Registered Office
- Objectives of the Company
- Liability of Shareholders
- Association and Formation of a Company
- The figure of the authorized capital of the company and the figure of the share capital to be issued by the company for time being and the figure of undertaken to be paid by the promoter of the company.
- Types of shares of the company, the rights, and powers inherent in such shares, the value of each share and number of shares of different types.
- Number of shares which the promoters have undertaken to subscribe for the time being,
- Terms of payments of share amounts,
- Statements that the liability of shareholders shall be limited,
- The maximum number of shareholders in case of a private company etc
Article of Association:
It is the document containing all the rules and regulations to run a company. It defines the overall company’s purpose. It the document which tells what is the procedure for appointing the board of directors, recording the financial transaction, conducting a general meeting, issuing shares and so on. It is comprised of rules and regulations that govern the company’s internal affairs.
Every company is required to frame the Article of Association while registration of the company in order to achieve the objectives. All the necessary rules, regulations for the successful company operation are mentioned in the articles of association.
The Article of Association shall include the following matters
- Share capital, call of share, forfeiture of share, conversion of share into stock, transfer of shares, share warrant, the surrender of shares, etc.
- Directors, their qualifications, appointment, remuneration, powers, and proceedings of the board of directors meetings.
- Voting rights of shareholders, by poll or proxies and proceeding of shareholders general meetings.
- Dividends and reserves, accounts and audits, borrowing powers and winding up
Further Points to be noted
- if any provision contained in the Article of Association is inconsistent with the Companies Act, 2063 and Memorandum of Association, then such provision shall be void to the extent of such inconsistency.
- If the promoter agrees to accept the Article of Association in the format prescribed for the incorporation of a company with a single promoter of a single shareholder, it shall not be required to submit the article of association of the proposed company.
- A public company shall publish its Memorandum of Association(MOA) and Article of Association(AOA) within 3 months of obtaining a license to commence its business.
It covers the information regarding past condition, present state, and future plans and policies of the company.
A company’s prospectus is a formal legal document designed to provide information and full details about an investment offering for sale to the public. Companies are required to file the documents with the Securities and Exchange Commission (SEC). The prospectus documents must be made available to a prospective public investor prior to purchasing. Investors are encouraged to read and understand the terms of the offering before making a purchase decision.
A prospectus will include the following information at a minimum:
- A brief summary of the company’s background and financial information
- The name of the company issuing the stock/share
- The number of shares
- Type of securities being offered
- Whether an offering is public or private
- Names of the company’s principals
- Names of the banks or financial companies performing the underwriting