Post Incorporation Matters Flashcards
(23 cards)
P l M
They involve events and activities after incorporation. 2 . They also involve things that are necessary to be done immediately after incorporation before the commencement of business.
2 Major Preliminary Matters imposed by law b4 running a biz
1a. Publication of Name. 1b. Display of Statement of Affairs. 2. Keep of Statutory Books.
Publication
Publication on on Name Plate and RC.No. 2 Publication on the common Seal 3. Publication of name and RC No on official documents and bill of exchange.
Statutory Books are
Register of Members
Applies to Public only.2 Shall be done with 28 days of registration or becoming or ceasing to a member.Sec 109 cama
Register of index members
Exceed 50 members, Public companies, alphabetically arranged, sufficient information on how and where to find a member.
REGISTRATION oF Substantial Interest
For Public ,5% of unrestricted voting right at any general meeting, 14 day’s notice once you become aware of having such interest.
REG of charges
Both private and public, it includes amounts charged and the names of the persons entitled.
Reg of Debenture holders S218
Private and public Ltd and unlimited. The named of the D holders , particulars and details terms of issue within 30 days .
Minutes of the meeting
To be available within 6 hours per one business day to members without charge but copy for #100
Register of Directors
Within 14 days the company must notify the CAC of appointment or ceasing
Procedure for Alteration of Memo Section 49
Section 50, it can only be altered subject to provision of Cama.
Change of name Section 50(1) and Section 30
Alterations of objects Section 50(2) and 51
Alterations of Share Capital Section 50 (4) and 128 -130
Alterations of Articles Section 5
Apart from Article all other alterations re done in the same way as change of object. All Alterations are by special Resolution,,for one man business it is olny be ordinary written resolution.
Alterations of Name Sections 30 and 50
The name of a company shall not be altered except with the consent of CAC. It may be voluntary or by CAC ( 6 weeks)
Alterations of address
Coy resolution approving it. 2. Filled Form CAC 3- . By ordinary resolution l
Alterations of Power Clause
Same procedure with change of object
Alteration of Status clause ( private to public) and Liability clause
Re-registration of private coy Ltd by shares to public Ltd by shares
Procedure for Change of Name
- Resolutions of the Bod with suggestions of new names 2. Availability and reservation check 3. Secretary issues notice of 21 day for GM. 4. Special resolution at GM. 5. Alterations in the memo and articles. 6 applications to CAC with form CAC-3 with original certificate of incorporation, updated annual returns, stamped memo and article altered,payment of filing, statement of affairs ( banks )
Alteration of object Section 51
1.Resolution by Bod. 2. 21 day’s notice ( member nd (debenture holders).3. Special resolution at the GM. Minority Objection (28 days ) ( Court may confirm, wholly or partly), cancel, order arrangements for their shares to be bought, or make any necessary orders. Where there is no objection the coy within 15days after 28 days must apply for the alteration or after court decision. If Cac rejects the application coy has 21days to appeal to court if hit a decision then notify in writing within 14?days .