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15 Cards in this Set
- Front
- Back
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how do you incorporate a company?
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by filing a notice of incorporation, copy of the memo of incorporation and the prescribed fee with the commission.
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What is a notice of incorporation?
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A notice in which the incorporators inform the commission of the incorporation of that company for the purposes of having it registered.
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What is a memo of incorporation?
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Founding document of a company, sets out rights, duties and responsibilities of shareholders, directors and others within and in relation to a company
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What are the steps to incorporate a company?
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1. Formation of a profit company one or more persons may incorporate.
2. Non profit 3 or more persons may incorporate. 3. Each of these persons must complete & sign the MOI. 4. MOI may be in form provided for in the act or a form unique to the company. 5. NOI & MOI + FEE must be filed with the comission |
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What is the role of the commission?
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Once the NOI and MOI and fee have been filed with the commission it may either accept/reject the NOI
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NOI may be rejected by the commission under which circumstances?
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1.If it has not been completed in full.
2. If it has not been properly completed |
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When MUST the NOI be rejected by the commission?
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1.If the initial number of directors is less than the minimum.
2. Where as a result of a directors disqualification the initial number of directors become less than the prescribed minimum |
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What does the commission do when the NOI has been filed?
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1. Assigns a unique number.
2. Enters prescribed info in the companies register. 3. Issues/delivers a registration certificate if all the requirements have been complied with. |
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When does a company acquire legal personality?
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The date stated on the registration certificate is the date it acuires legal personality
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What does the act require from the MOI?
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1. It has to be consistent with the companies act.
2. If there are inconsistencies in the MOI it will be void to the extent of the inconsistencies |
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What can the MOI include?
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1.Objectives & powers of company
2.Restrictions on powers of company. 3.What happens to assets upon dissolution. 4.Composition of board of directors. 5.Alternate directors. 6.Frequency of board meetings. 7.Personal liability of directors. 8.Powers & rights of directors/shareholders. 9.Disposal of shares. 10. Amendment of MOI. |
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What must occur before the rules of the board become effective?
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1.Copy of the rules must be published.
2.Copy of the rules must be filed with the commission. |
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Between who are the MOI and rules binding?
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1.Company & each shareholder.
2.Among shareholders. 3.Company & each member of the audit committee. |
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How can changes be made to the MOI?
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By a new MOI or by exusting provisions of the MOI
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By who may amendments be proposed?
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1.Board of directors
2.Shareholders 3.In terms of the procedure set out in the company's MOI 4.Court order |
