Public Company Vs Private Company Previous Lecture Public Company Vs Private Company

Company Law -4 Lecture # 28

Company Structure Memorandum of Association Article of Association The Memorandum and the Articles of Association serve as the constitution of the company.

Memorandum of Association A Memorandum of Association (MOA) is a legal document prepared in the formation and registration process of a limited liability company to define its relationship with shareholders.

Memorandum of Association 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.

Memorandum of Association The MOA is not applied in the U.S. but is a legal requirement for limited liability companies in European and Asian countries including Pakistan, India, United Kingdom, France and Netherlands, as well as some other Commonwealth nations.

Article of Association A document that specifies the regulations for a company's operations. The articles of association define the company's purpose and lays out how tasks are to be accomplished within the organization, including the process for appointing directors and how financial records will be handled.

Comparison of Memorandum and Article of Association Meaning Powers & Object of the Co. Main Object Information to outsider Need Legal Requirement Article Meaning Rules & regulations of Co. Main Object Regulate Internally Need Co. Ltd. By Share can adopt Table “A”

Comparison of Memorandum and Article of Association Filing with Registrar Compulsory Alterability Some Cases Permission Required from SECP Ratification of Violation Cannot violate, Void Article Filing with Registrar Co. adopting Table “A” are not required Alterability Only with Co. Resolution Ratification of Violation Possible with Special Resolution

Comparison of Memorandum and Article of Association Determination of Relationship Relationship between Co. & Outsiders Article Determination of Relationship Co. & Shareholders, Directors etc.

Amendment in Memorandum of Association Seek the approval of the board of directors for placing special resolution before the company in general meeting for alteration in Memorandum of Association

Amendment in Memorandum of Association 2. Send at least 21 days notice, to the members for convening of the general meeting - Annual General Meeting (AGM) or Extraordinary General Meeting (EOGM).

Amendment in Memorandum of Association Pass special resolution with a majority of not less than 3/4th of the members File copy of the special resolution on prescribed Form 26 within 15 days of passing of Special Resolution

Amendment in Memorandum of Association 5. Submit application to SECP

Amendment in Article of Association Generally, following are the types of conversion of companies:- a) Private Company into Public Company; b) Public Company into Private Company;

Amendment in Article of Association Generally, following are the types of conversion of companies:- c) Private (Multi-members) Company into Single Member Company; and d) Single Member Company into Private (Multi-members) Company.

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