OVERVIEW

COURTS, SECP AND REGISTRAR

• Jurisdiction of Courts• Company Benches• Procedure of Court• Appeals against Court Orders• Securities & Exchange Commission of Pakistan• Registrar• Power of Registrar to call for information or

explanation• Seizure of Documents by the Registrar• Inspection of Books of Account by Registrar

TYPES OF COMPANIES

• What is a company?• Types of Companies

• Statutory Company• Chartered Company• Government Company• Registered Company• Company limited by shares• Company Limited by Guarantee• Unlimited Company

• On the basis of AOA• Private company• Public Company• Single Member Company

INCORPORATION OF COMPANIES Incorporation

• Obligation to be registered as company (section 14) EXCEPTION of sec 14

• Documents required to be submitted for incorporation

• Conversion of private company into public company and vice versa

• Carrying on the business with less than minimum number of members

• Effect of incorporation• Commencement of business under section

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MEMORANDOM OF ASSOCIATIONMOA Definition

• Document which sets out the constitution of company

• Contents of the Memorandum• Name Clause• Registered office • Object clause• Liability clause• The capital clause• The association or subscription clause

• Alteration in MOA

ARTICLES OF ASSOCIATIONAOA Definition• These are rules subordinate to MOA

• General Contents of AOA• Definition• Business• Shares etc

• General Provisions regarding the Articles

• Purpose of Alteration of Articles

NAME

• Selection of the name of a company.• Approval of The Commission while choosing

the name of a company.• Rectification of name of a company. (section

38)• Change of name by a company. (Section 39)• Registration of change of name.• Mentioning, affixing or engraving the name

of a company name

PROMOTERS

• Promoters Definition• Functions of Promoters• Duties Liabilities and responsibilities of

Promoters• Duty to disclose material facts• Liability for secret profits

• Promoters Remuneration

PROSPECTUS

• Prospectus (Definition).• Contents of Prospectus.• Requirements relating to the Prospectus• Liabilities arising out of untrue statement in

Prospectus• Statement in lieu of Prospectus

TYPES OF SHARE AND SHARE CAPITAL

• Share (Definition)• Share Capital• Nominal or Authorized Capital• Issued Capital• Subscribed Capital• Paid up Capital

• Classes of Shares• Ordinary Shares• Preference Shares• Redeemable Shares

• Classes and Kinds of Share Capital

ALLOTMENT OF SHARE

• Definition• Application for Allotment of Shares• Restrictions as to Allotment • Repayment as to Allotment• Effect of Irregular Allotment• Repayment of money received for shares not

allotted• Allotment of shares to be dealt on stock

exchange• Return of Allotment

ISSUE OF SHARE AND SHARE CERTIFICATE

• Issue of share at discount• Issue of share are premium• Issue of share in lieu of outstanding balance

of loan• Further issue of share capital (Right issue)• Share certificate• Duplicate certificate• Commission on sale of shares

REDUCTION OF CAPITAL AND PURCHASE OF SHARE

Reduction of Capital• Conditions for Reduction of Capital• Reduction of Capital and Objecting Creditors• Liability of Members in Respect of Reduced

Shares• Publication of Reasons for Reduction• Purchase & Reduction of Shares

• 6.1Prohibited Companies• 6.2 Exception to the General Rule as in 6.1• Redemption of Shares

• Purchase of Its Own Shares by a Listed Company• Points to be Considered