Companies Law (Companies Ordinance 1984)

Characteristics

Legal Person
Distinct Personality from its Members
Entitled to hold Property
Perpetual Succession
Transferable Shares
Limited Liability
Punishable as Fines only
No Fundamental Rights as per Constitution

Classes

Chartered Companies
Statutory Companies
Government Companies
Registered Companies
Public Companies
Private Companies
Unlimited Companies
Guarantee Companies
Investment Companies
Foreign Companies

Distinction Between Private and Public
Companies

Private Company
Minimum Members – 2
Maximum Members – 50
Minimum Directors – 2
No Director’s Consent
No Issuance of Prospectus
Restrict Transferable Shares
No limit for Managerial Remuneration
Any Kind of Share
Disproportionate Voting Right

Public Company
Minimum Members – 7
Max. Members – No Limit
Minimum Directors – 3
Director's Consent Must
Prospectus Must
Free Transferable Shares
11 % as Managerial Remuneration
Preference or Equity Shares
Only one Share one Vote Rule

Privileges of Private Companies

Two Signatories for Memorandum
Commencement of Business before Subscription Paid
No need to offer existing Members for Further Sale of Shares
Commencement of Business just after Incorporation
Disproportionate voting Rights
Two Directors Only

Officer in Default

MD
Whole time Director
Manager
Secretary
Person In-Charge over BoD
Person Authorized by BoD
Specified Director or All Directors

Formation of Company

Memorandum of Association
Articles of Association
Statement of Nominal Capital
Statutory Declaration for the Completion of Formalities
List of Consented Directors
Written Consent of Directors
Undertaking to take and pay for Qualification Share by Directors

Commencement of Business

Minimum Subscription has been Allotted
Directors have paid for Qualification Shares
Statutory declaration have been Filed

Articles & Memorandum of Company

Memorandum
Charter of Information of Incorporation
Scope and Power of Company
WHO AND WHAT?

Articles
Duties & rights of Company
Mode and Form of Business
HOW?

Memorandum of Association

Name with Pvt. Ltd or Ltd
Registered Office
Weather Liability of Members limited
Proposed Amount of Capital & its Break-up in Shares
Declaration of Association
Objects
Main
Others if any

Alteration in Articles & Memorandum of Company

Resolution to Secretary by any Member
Agenda of Meeting
Voting
Role of Corporate Law Authority
Approved Resolution to CLA
Notification by CLA

Membership

Application and Allotment
Transfer of Shares
Transmission of Shares
Acquiescence of Estoppels

Termination of Membership

Transfer of Shares
Shares Fortified
Valid Surrender
Shares Sold by Co. to Enforce Lien
Person Dies
Redeemable Preference Shares Redeemed
Contract Rescinded
For Insolvent Official Assignee Disclaims
Share Warrants in exchange of Shares Issued
Liquidator Disclaims Shares

Types of Shares

Preference Shares
Equity Shares

Meetings

Statutory Meeting
Annual General Meeting
Extraordinary General Meeting

Procedure of Meeting

Notice of Meeting
Ordinary and Special meeting
Quorum
Chairman
Proxies
Voting and Pool
Meeting Called by CLA
Resolution
Ordinary Resolution
Special Resolution
Minutes of the Meeting

Winding Up

Winding up by Court
Company Petition
Default in delivering Statutory Report
Failure in Commencement of Business - 1 Year
Members Fall – 7
Unable to pay its Debts
Court Opinion

Liquidators

Powers
Duties
Voluntary Basis