1. Public Company Vs Private Company
Previous Lecture
Public Company Vs Private Company

2. Company Law -4
Lecture # 28

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

4. 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.

5. 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.

6. 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.

7. 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.

8. 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”

9. 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

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

11. 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

12. 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).

13. 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

14. Amendment in Memorandum of Association
5. Submit application to SECP

15. 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;

16. 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.

17. Next Lecture
Company Law – 5