1. Financial Accounting II Lecture 02

2. Types Of Companies Companies Ordinance 1984

3. Classification of Companies [Section 15 (2)] oCompanies Limited by Shares oCompanies Limited by Guarantee oUnlimited Companies

4. Companies Limited By Shares [Section 2(8)] “Company Limited by Shares" means a company having the liability of its members limited by the memorandum to the amount, if any, unpaid on the shares respectively held by them.

5. Companies Limited By Guarantee [Section 2 (9)] “Company Limited by Guarantee" means a company having the liability of its members limited by the memorandum to such amount as the members may respectively thereby undertake to contribute to the assets of the company in the event of its winding up.

6. Types of Companies Limited by Shares Private Limited Companies Single Member Companies Public Limited Companies oPublic Listed Companies oPublic Unlisted Companies

7. Formation Of Companies

8. Any three or more persons associated for any lawful purpose may, by subscribing their names to a memorandum of association and complying with the requirements of this Ordinance in respect of registration, form a public company and any one, or more persons so associated may in like manner from a private company.

9. Approval Requirements in Case of Specialized Business

10. A banking company I) Ministry of Finance II) State Bank of Pakistan Non-banking finance company (NBFC) Securities and Exchange Commission of Pakistan Security service providing company Interior Division Corporate brokerage house Stock Exchange (for transfer of member ship card in favour of proposed company) Money exchange companyState Bank of Pakistan Association not for profit u/s 42 of the Companies Ordinance, 1984 Licence from Securities and Exchange Commission of Pakistan Trade organization u/s 42 of the Companies Ordinance, 1984 Licence from Ministry of Commerce

11. Memorandum Of Association

12. Contents of Memorandum of Association Common Contents [Sections 16, 17 and 18] oName of the company oPlace of registered office of the company. oObjects of the company and oIn case of companies other than trading companies the territories in which the company will operate.

13. Contents of Memorandum of Association Specific clauses – Companies Limited by Shares [Section 16] oThe memorandum shall state that the liability of the members is limited. oTotal share capital with which the company proposes to be registered along with its division. oEach member shall take at least one share and the number of shares taken by each member will be mentioned in memorandum of association.

14. Contents of Memorandum of Association Specific clauses – Companies Limited by Guarantee [Section 17] oThe memorandum shall state that the liability of the members is limited. oThe extent of liability of each member. oIn case the company has a share capital: oTotal share capital with which the company proposes to be registered along with its division. oEach member shall take at least one share and the number of shares taken by each member will be mentioned in memorandum of association.

15. Articles Of Association

16. Articles of association lay down the general rules of business of the company. Standard forms are available in the First Schedule of the Companies Ordinance 1984 The promoters may if they wish use the standard formats or draft their own Articles of Association.

17. Standard Forms of Memorandum and Articles of Association Memorandum of Association of a company limited by shares Table B, First Schedule. Articles of Association of a company limited by shares Table A, First Schedule.

18. Standard Forms of Memorandum and Articles of Association Memorandum and Articles of association of a company limited by guarantee and not having a share capital Table C, First Schedule Memorandum and articles of association of a company limited by guarantee and having a share capital Table D, First Schedule

19. Standard Forms of Memorandum and Articles of Association Memorandum and Articles of association of an unlimited company having a share capital Table E, First Schedule

20. Steps in Formation of Companies oApproval of the name of the company from SECP. oPreparation of Memorandum and Articles of Association and other documents. oFiling of documents with SECP. oCertificate of incorporation

21. Statutory Meeting [Section 157] Only public limited companies are required to hold statutory meeting. Required to be held within 3 to 6 months of date of Certificate of Commencement of Business. 21 days notice is required to be sent to members.

22. Annual General Meeting [Section 158] First Annual General Meeting (AGM) to be held within 18 months of incorporation Thereafter once in every calendar year within 4 months of closing of financial year. Gap between two AGMs should not be more than 15 months. 21 days notice is required to be sent to members.

23. Extraordinary General Meeting [Section 159] All meetings of members other than AGM, are called Extraordinary General Meetings. Directors or shareholder having 10% voting power can summon EOGM. 21 days notice is required to be sent to members.

24. Resolutions There are two types of resolutions that can be passed at meeting of members of the company. Ordinary resolution Special Resolution

25. Meetings of Directors [Section 193] The quorum for a meeting of directors of a listed company shall not be less than one-third of their number or four, whichever is greater. The directors of a public company shall meet at least once in each quarter of a year.