REGISTRATION
AND ITS EFFECT
Effect
of Registration (section 18)
After registration, the
company becomes a corporate personality with all of the rights and duties. The
subscribers to the memorandum, along with other persons can become members of
the company. After the registration, the company gets the perpetual succession
as a common seal. The status and register office of the company should be stated
in connection with the application registration and for the company having
share capital, the subscribers to the memorandum become the holders of the
initial shares. The directors become appointed to the office.
Importance
of Certificate of Incorporations
The certificate of
incorporation contains the date of creation of the company, name of the company
incorporated, statement whether it is limited or unlimited, and the companies
domicile of that respective province. The certificate is the proof of birth of
the company.
Section 32, gives the
future members and the subscribers the capability to exercise all the functions
of the incorporation after it is registered. The certificate of the company
shows whether the object of the company is lawful or not.
Section
16(8) makes the certificate conclusive evidence of the
birth and existence of the company in accordance with the Company Act.
Bowman
v Secular Society Ltd
The object of the
company formed contains that it will promote the principle based on human
conduct and not upon the super nature. The lower court held the object unlawful
because of going against Christianity. However, the House of Lords held that it
was not unlawful.
Stephenson
&Son Ltd v Gillanders &Co
The company was trading
the jute. The court called it ultra vires because the trading of jute was not
included in the objects of the Memorandum.
COMMENCEMENT
OF BUSINESS
A private company can
start the business after the registration and can exercise borrowing powers,
issue shares, and enter into binding contracts. However, the public company
needs to set some conditions under section 19 to start its business.
Steps
to be Followed after Registration
·
Names and numbers of the first directors
have to be determined by the majority of subscribers to the memorandum (S157)
·
The Director of every company require to
appoint the first chief executive (186)
·
Within 90 days the first auditor is
required to be appointed by the directors
·
The registrar should be notified of any
change in directors, Chief Executive, Auditors, Chief Accountant, or legal
advisor and in any appointment or election.(197)
·
A company is needed to notify the registrar
office with 30 days (21)
·
A private company can start its business
soon after the registration yet a public company needs to meet the requirements
of Section 19
·
Within 18 months of incorporation,
Annual General Meeting Should be held (S132)
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