Certificate of Incorporation

This is the document issued by the registrar of companies indicating than an institution has been registered as a  company.  This is equivalent to  a birth certificate of a person .   Legal personality is confirmed  after the receipt of this certificate.


 The following information is included in the  certificate of Incorporation.

- The name and the  registration Number of the  company
- The date of Registration of the company
- Whether the relevant company is limited company , unlimited company  or a company  Limited by Guarantee.
- Whether  the company is a  private  or a public company.
- Whether the company is an off shore company.

                                                   Prospectus

Prospectus is an offer to the public to participate or to  purchase the  shares of a company or any debenture by issuing a corporate Statement , notice, Circular or in any other invitation that is not an offer , it should be ignored and those too get included.

section from 36- 44 of the companies act deal with the prospectus and all corporate statements issued should  include there in specifically the  information given in part 01 of the schedule four of the  companies act and also what is specifically mentioned in the schedule  2 should be shown in the prospectus.

Main Topics to be included in a Prospectus

 

- Business activities expected to be attended by the company during the  first five years.
- Deferred shares if any.
- Details of directors.
- Specific number  of shares the directors should take.
- particulars of minimum participation.
- Period of opening and closing of participation list
- Manner of applying for  sdhares and how payment should be  made.
- Amount to be paid  at the time of application for shares and allotment of shares.
- Details of Auditing of the company.
- Particulars of subsidiary companies administrated.
- Particulars of Assets and Liabilities.

    

                           Minimum Subcription

The amount of capital  referred to in the prospectus is the minimum amount of capital to be obtained from the issue of  the share capital  which is known as the minimum subscription . unless this minimum amount  is  recieved on application no share capital offered by the company to the public should be alloted .  ( This is stated in section 45 of the companies Act)

The following expenditure could be settled by using minimum subscription .

- Purchase of fixed assets.
- Settlement of initial expenditure.
- Settlement of debts for the above purpose.
- To provide for working capital.