Main documents of company

Main documents of company:
Formation of company requires preparing some documents and papaers.These documents are required to be attached with the application form.every company requires to fulfill the documents. the documents that are require for the company are:

Memorandum of association:
memorandum of association is the most important documents that is required for the organization or company, which is to be enclosed with the application form. It sis the foundation of company which the structure of the company is visualized. It describe the objective and right of the company, and also regulates the relationship of the company with the other parties. It is also known as the constitution or the chapter of the company. This character is more or less permanent in nature. The Memorandum must thus be prepared with great care because the company cannot go beyond the limitation of the company act or laid down by the documents.
Memorandum of association must be divided into different clauses . The main clauses of the documents are described below:
1. Name clause:
This is the first clause of memorandum of association .This clause include s the distinct name of the company. the word limited should be written at the end of the company name if it is limited company. If the company is private the word "private limited" should be written at the end of the company name. The name of the company must not be identical with the name of any other company which are in the country.
2. Situation or domicile clause:
This clause includes the name and address of the company and the place where it's head office where the company should be located. The address should be the same as it was mentioned during the registration of the company.
3. Objective clause:
This is the most important clause of the memorandum of association .without any specifics objective no company are established. Therfore,the objective for which the company is formed should be mentioned in the clause. the objective must not be contradiction with the general law of the country. The activities that are going to do now and the plan of the company that it is going to do in the future must be clearly mentioned. This clause gives the scope and direction to the company. but the company can do the activities even that are not specialized in the objectives.
4. Liabilities clause:
This clause mentioned the liability of the shareholders. IT must be mentioned that the shareholders liability should be limited to the face value of the share held by them.
5. Capital Clause:
The authorized capital of the company is mentioned in this clause. It also mentioned the types of share that the company is going to issue. This clause mainly gives the information or it determines the total capital of the company.
6. Subscription or association clause:
This clause includes the names and address of the subscribers to the memorandum of association. The subscribers express their consent in writing to form an association for the purpose of forming a company. There must be at list seven signatory in the case of a private company.
Articles of association:
article of association is also the next very important documents of the company. This documents should attached with the application for registration. The article are the subordinates of the memorandum of association.
These are the regulation and laws for governing the internal affairs of the company. The memorandum lays down what is top be done and the article state how it to be done..
The article defines the mode and manner in which the company's business is to be carried out to achieve its objective as stated in the memorandum of association. It also mentioned the appointments of the board of directors,procedure of holding meetings, transfer of shares, forfeiture of shares ,rules regarding loans, appointment of the auditors, rules regarding the dividend. According to the company act 2053;The following article should be included in the article of association:
• names of the directors and their tenure in the office
• The amount of the minimum subscription by directors.
• The procedure for calling company meetings and notice to be given.
• Special privilege and restriction of preference shareholders
• .Rights and duties of the managing directors.
• provision relating to the remunerating and allowances of directors.
• All the matters mentioned in the memorandum of association
If any change has to be made in the articles of association, these have to be passed by the general meetings, and a notice has to be sent to the office of the company register. Every public limited company should publish its articles within three months of getting the permission of commencement of business. the application of association is applicable to promoters,shareholders,creditors,erc.but not to the outsiders. Therefore the people related to company should have knowledge of the article of association.


Prospectus:

A prospectus is a public notice, circular or advertisement published addressing the public for the purpose of the securities of the company it appeals to public to buy its share and deventure.The prospectus projects a company as good investment opportunities. Hence, it must include the details of performances of date, current worth and future plans.
To protect the rights of the prospectus shareholders, the prospectus must also highlights share transfer and share forfeiture of the company. It prepared and circulate basically to inform the public about the company and stimulate people to invest money in the company. But, the prospectus should never publish any illusive and false information.
The prospectus must be signed and dated by the promoters of the company. A copy of the prospectus must be filled for approval of the office of the company Register. According to the company act 2053;The prospectus should contain the following points;

• The main objective of the company and other important matters mentioned in the memorandum of Association and the Articles of association.
• Minimum number of shares requires to be subscribing to become the Directors and their salaries and allowances.
• Description of cash receipt as remuneration or reward by the promoters of directors.
• Provision relating to bonus shares.
• Provision, if any regarding, reservation of shares fior any shareholders employee or another persons.
• Names and address of the directors and the number of share subscribed.
• Number of the share to be issued to teh general public on par or premium.
• Minimum numbers of shares to be subscribed and advances payment along with the application.
• Brokerage on shares and debentures
• new worth of the company.
• date of opening and date of subscription list.
• The balance sheet and profit and loss account of the company and time and place for inspecting the same.
• details of the underwriting of shares and commission of their earnings.
• Other necessary particulars.