Certificate Of Incorporation Of A Company Finance Essay

The certification of incorporation is the most of import papers for any company incorporated and started its concern operation. Certificate of incorporation is the most of import cogent evidence of being of the company and when any sort of application that needs to be submitted to a authorities bureau acquiring public-service corporation services for illustration, a transcript of the certification of incorporation is ever required. Certificate of incorporation has been issued by the registrar of joint stock companies after roll uping all the demands set by the Companies Act. The legal being of a company starts instantly from the day of the month of issue of the certification of incorporation.

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To acquire a certification of incorporation from the registrar of joint stock companies, the undermentioned paperss need to subject with application:

Memorandum of association signed by each endorser and dated.

The name of the company

Statement saying the concern intent

Statement screening of the entire figure of portions of stock to be authorized, issued and description of the different categories of stock

The signature must be witnessed by a 3rd party.

Articles of association signed, dated and witnessed as same endorsers.

A statutory declaration that all the legal formalities have been complied

Notice of state of affairs of registered office for the company

Detailed specifics of managers, pull offing agent and spouses

A list of individuals who have consented to go managers of the company

A written consent of the managers to move as prescribed by the Companies Act

Gross stomp responsibility for enrollment of the company

Thereafter, the registry of joint stock companies shall come in the name of the company on the book of registry of the companies and publish a certification of incorporation.

Why Employee Training is Important for Organizations

Employee preparation has become progressively of import as occupations have become much more sophisticated and influenced by technological and corporate exposure alterations every bit good. The aim of employee preparation is to enable and get the cognition, accomplishments, abilities and attitudes necessary to enable them to better their on the occupation public presentation. Employee preparation should concentrate on the human resources section ‘s aims and ends and employee ‘s competences in accomplishing their ends.

Approach of Employee Training:

Committedness to preparation and developing employees

Regular analysis of operational demands and employee required competences

Associating preparation ends to respective departmental ends and aims

Skilled preparation forces

Regular rating of employee preparation plan

A uninterrupted acquisition and development civilization among the employees

Joint duty between departmental director and employee for placing and run intoing preparation demands

A broad assortment of preparation and development techniques for assorted fortunes and larning attacks

Employee preparation is a uninterrupted acquisition attack that seeks comparatively lasting alterations in an employee that will better the ability to execute on the occupation. Employee preparation is fundamentally involved with the changing of basic accomplishments, cognition, attitude and behaviour. Assorted types of preparation are provided in the employee preparation plan for illustration, familiarise new recruits with occupation duties and departmental aims, public presentation criterions, values and norms of the organisation, cognition and accomplishments required to widen their functions, how they will pass on with clients, corporate civilization and basic computing machine accomplishments. Employee preparation alterations what employee knows and how they work earlier and finally employee preparation will assist the organisation for increasing working efficiency of the employees and this sort of preparation makes employee more consequence in employees current occupation duties.

Procedure costing is a system of bing in which the cost of each procedure is ascertained and the same is absorbed by the end product of that procedure. It is a merchandise costing system which is applied to fabricating organisations in bring forthing big measure of similar merchandises with uninterrupted procedure. There is no unit with an single individuality because each unit is portion of a procedure. Procedure costing is used in industries for illustration chemicals, fabrics, gum elastic, cement, sugar, and coal. It can besides be used in the assembly type industries such as typewriters, cars, computing machines, wirelesss, electric refrigerator and telecasting. Therefore, procedure costing is utile when merchandises are manufactured under conditions of uninterrupted processing and under mass production method.

Features of Process Costing

The whole production installation is split into procedures which are limited to a certain operation.

Fabrication costs are accumulated for each production procedure.

The fabrication costs are accumulated by section or procedure for specific period.

The procedure costing is an averaging costing procedure.

Each procedure has its ain history for entering the processing costs.

The production is uninterrupted and accent is indistinguishable or standardised merchandise.

The units completed in one procedure are transferred to the following procedure together with costs associated with them. Roll up

Completed unit are transferred to complete goods histories

Wastages and cost of spoilt units is added to the cost of finished goods units produced which increases the mean cost per unit.

Important Key Footings used in Contract Costing

Contract costing is the method of specific order costing and it is used where work is undertaken harmonizing to client ‘s particular demands and each order is capable to long term footing. It is a particular type of occupation bing where the unit of cost is treated as a individual contract footing. Contract itself is considered as the cost Centre and it is executed harmonizing to the specifications of a client. Contract Costing is largely used by technology industry where long term undertakings are undertaken for illustration, building of route, span, and edifice. Contract bing is similar to occupation costing.

Important Key Footings used in Contract Costing: The following key footings are by and large used in contract costing.

Contract: A contract is a lawfully enforceable understanding between two parties for illustration, contractor and contractee which contains the footings and conditions in relation to a specific occupation.

Contractor: The individual who undertakes to make the occupation is a contractor and contractor may besides be a 3rd individual.

Contractee: The individual for whom the occupation is being done is the contractee and contractee may be an person or an organisation.

Contract Price: Contract monetary value is the sum agreed to be paid by the contractee as consideration for the occupation to be done by the contractor.

Work certified: It is the part of work done by the contractor and certified by the proficient assessor and designer appointed by the contractee harmonizing to footings and conditions of the contract.

Work uncertified: It is the value of work completed by the contractor but non certified by the proficient assessor and designer at the terminal of the accounting period.

Retention Money: It is the sum associating to the part of work certified and retained by the contractee as a security sedimentation in effect of any loss that may originate due to defects in the completed work noticed in future periods.

Cost sheet format

Cost sheet is a statement shows the elaborate cost of finished goods during a period. It presents elaborate information associating to be per unit of a merchandise at the different phases of production procedure. The readying of cost sheet is one of the of import and primary maps of cost accounting. Cost sheet is non an history. A cost sheet is a statement of cost prepared for a given period of clip in such a mode that indicates assorted elements of cost every bit clearly as possible. Sometimes standard cost informations are provided to compare with the existent cost increased. The format of a cost sheet is as follows:

Advantages of Cost Accounting

Cost Accounting is really of import for a commercial organisation. It is besides utile for any other organisation. It helps direction in different Fieldss one of such Fieldss is presentation of information in the most utile mode. Cost Accounting is used to mensurate, analyse or gauge the costs. Profitability and Performance of single merchandises, sections and other sections of an organisation, for either internal or external or both and to describe to the interested parties. Cost Accounting concerns itself with the synthesis and analysis of costs. Its intent in the modern yearss is to assist direction in the duplicate maps of decision- devising and control. Thus, Cost Accounting is non merely be determination but it is reding direction, planning and control of organisation and concern operations. The Companies Act, besides provides that certain companies have to keep cost accounting records and histories and carry on the audit of cost histories.

A cost accounting system when installed will ensue in the followers: –

Cost Accounting reveals countries where stuffs were used overly, labour operated inefficiently and disbursals incurred extortionately.

It suggests cost decrease programme. A uninterrupted cost jointly with proficient forces seeking countries for set uping cost decrease brings good consequences.

Cost history locates the specific causes for the fluctuations in net income. It points out the losing merchandise or operations. It indicates grounds for loss and suggests remedial steps in clip.

It provides suited informations to direction to choose best options. It may be to make up one’s mind whether to purchase or do a portion, to run Machine X or Y, to accept or reject an order below cost.

Cost histories give existent cost for monetary value arrested development. True demand and supply play critical function in fixing monetary value. But cost is an indispensable usher here.

It provides critical informations to till in stamps. Tenders filled in with the aid of fringy costing technique are successful.

Standard costing and budgetary control assistance maximal efficiency.

Cost comparing helps be control. Such comparing may be between different periods of the same section or comparable operations of different units.

Cost informations are utile to outside bureaus like Government, Tribunals, etc. , for taking determinations on duty ordinances, colony of differences, fluctuations in pay degrees etc.

It provides idle capacity cost to help get the better ofing capacity use crises.

Fringy costing technique helps to take suited short term determinations in times of trade depression.

Cost Accounting lays down cost centres and duty Centres which guarantee proper organisational construction.

Cost accounting provides for ageless stock list system. This enables stock list control and readying of short term net income and loss histories.

Cost of shuting stock of natural stuffs, work in advancement and finished merchandises are readily available in cost records.

All organisations will non acquire all the advantages listed above. However, an expeditiously operated bing system with full support from direction can harvest most of them.

Distinguish between Keeping Company and Subsidiary Company

Keeping Company: When a company acquires commanding involvement in the personal businesss of another company, it is known as the keeping company. Keeping company does non hold any concern operations bit it owns assets. Keeping company controls the composing of board of managers due to its commanding capacity. The Companies Act identifies some points about keeping company and these points are as follows:

Its assets may dwell in whole or in portion of portions in another company

Keeping companies ‘ portions and other involvements may be held either straight or through a campaigner.

Keeping companies ‘ involvement should be in the signifier of keeping more than 50 per centum of portions or voting rights in that other company.

Keeping companies ‘ voting right gives power straight or indirectly to name the bulk of the managers in that other company otherwise than by virtuousness of the proviso of a trust title.

Auxiliary Company: Auxiliary company is a company that more than 50 per centum of issued portion capital or voting power is held by another company or the bulk of managers can be appointed by another company. A subordinate company may be a public limited or private limited company. Where the portions of such a company are held as security by a company the ordinary concern of which is loaning of money or where the bulk of managers can be appointed by a company by virtuousness of powers contained in a unsecured bond trust-deed, the former company will non be deemed to be a subordinate company of the latter.

What is a Memorandum of Association? State the contents of the Memorandum of Association.

The memoranda of association is the charter /constitution of the company. It is the written paperss incorporating the object and power of the company upon which the company is incorporated and the company can non travel beyond the limitation/contained in the M/A. It can non alter without the consent of the tribunal / Govt. The memoranda shall be:


2.It shall be divided into paragraphs and numbered consecutively, and

3.It shall be signed by each subscribed ( giving his reference and description ) in the presence of at least one informant who shall certify his signature.

Contentss of Memorandum of association:

1. Name clause: The memoranda shall province the name of the company with “ limited ” as the last word in its name. It signature that the liability of theshareholders is limited. The liability may Limited by portions or byguarantee.

2. Registered office situate clause: After the name the M/A normally province the name of the topographic point where theregistered office of the company.The grounds why the topographic point of its registered office is stated in the


i‚· It fixed the legal residence of the company and determines legal power of the tribunal with respect to the


i‚· It provides some definite topographic points at which notice and other procedures may be served on it.

i‚· It besides determines where the records of the company are to be kept

i‚· Changes the registry office

3. Object clause: The 3rd demand of the M/A is object clause.It determines:

i‚· The power of the company and

i‚· It restricts the power of the company

4. Liability clause: The 4th specific in an M/A is a statement that the company’sliability is limited.

In instance of a company limited by portions is wound up the members of company will non be apt to lend morethan the sum up paid on their portions But if the figure ofmembers is reduced in instance of Pvt. Limited carbon monoxide below two andin instance of populace limited co. below seven andthe concern carried on more than 6 months thenceforth, so themember are personally apt irrespectively of limited liability for alldebts contracts during the period ( U/S 222 ) .

5. Capital clause: The sum of the nominal capital of the company and the figure ofthe portions must be clearly stated in M/A. There is or legal bound to theamount of the capital or of each shares.Alteration of capital clause: may by normally. The article of associationcontains the power and process to change the capital clause.Otherwise a particular declaration has to be passed in a general meetingto alter the A/A in this respect. A notice in this respect shall hold to befiled to the registrar within 15 yearss.

State the points of difference between the Memorandum of Association and the Articles of

Association of a Limited Company

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Prospectus: Definition and Contentss of a Prospectus

A prospectus is an invitation to the populace and general investors to buy portions and unsecured bond of a company. In other words, a prospectus may be defined as a papers that contains notice, round, advertisement demanding invitation for investing and sedimentations from the populace and general investors for the subscription and purchase of offering portion and unsecured bonds of a corporation.

Prospectus has the undermentioned features:

It is a papers described or issued as a Prospectus.

It includes any notice, round, advertisement ask foring sedimentations from the populace.

It is an invitation to the Public.

The populace is invited to subscribe the portions or unsecured bonds of a company.

Contentss of the Prospectus

The name, reference, descriptions and businesss of the signers to the memoranda and the figure of portions subscribed for them

The figure and categories of portions and the nature and extent of involvement of holders in the belongings and net incomes of the company

The figure of redeemable penchant portions intended to be issued with the day of the month of salvation

The rights in regard of capital and dividend attached to different categories of portions

The figure of portions fixed by the articles as the making of manager

Particulars sing managers, pull offing agents, director, secretaries and hoarded wealths etc

Wage of the managers of the corporation

The minimal sum of subscription and sum collectible on application

Time of gap of subscription inside informations

Preliminary disbursals incurred so far

Particulars sing purchase of belongings

Detailss of any premium or under-writing committees paid at the clip of formation of company

Particulars of militias including modesty capital

Nature and extent of involvement of every manager and booster

Name callings and references of the hearers of the company

The nature and extent of limitations upon members at company meetings

Restrictions upon powers of the managers of the corporation

Voting rights, capitalisation of militias and excess of reappraisal

What is prospectus? What do you cognize about enrollment of prospectus? List the fiscal

contents of a prospectus


A prospectus is an invitation to the populace to buy portions or unsecured bond of a company. In other words a may be defined as any papers that includes any notices, round, advertizement or other papers ask foring sedimentations from the populace or ask foring offers from the populace for the subscription or purchase of any portion Debenture of a organic structure corporate.

Registration of Prospectus:

Before publication of a prospectus ask foring people to subscribe portions or unsecured bonds of a Company, a transcript of the Prospectus must be delivered to the Registrar for enrollment on or before the day of the month of publication. It should be signed by the Directors or proposed Directors of the Company or by their agent. On the face of the prospectus Adhered to the Registrar for enrollment, it should be stated that a transcript has been delivered for enrollment ; and it contain a list of statements included in the prospectus. The registrar shall non register a prospectus unless spots contains all the needed elements as per Companies Act 1994, Public Issue Rules 1998, and other SBC ordinances and the prospectus is accompanied by the consent in authorship of the individual if any, named therein as Ac hearer, legal advisor, lawyer, canvasser, ‘ banker or agent of the Company to move in that capacity. No prospectus shall be issued more than 90 yearss after the day of the month on which a transcript thereof is delivered for enrollment. If a prospectus is issued without presenting a transcript thereof to the.Registrar, the Company and every individual from those who have cognizing been a party to the issue of the prospectus shall be punishable with the Fine which may widen to five 1000s taka ( Section 138 ) .

Fiscal Condition to be incorporated in the prospectus:

If the company had no grosss from operations in each of the last two old ages, the company ‘s program of operations for the following twelvemonths shall be described in the prospectus which shall, among others, include: i.a treatment of its hard currency demand ;

ii.a sum-up of any merchandise researchand developments ;

iii.any expected purchase or sale of land ;

iv.any expected alteration in the figure of employees ;

B ) If the Company had gross from operations in above period shall include the undermentioned:

i.Resources of hard currency ;

ii.Expected capital outgo ;

iii.Cause of alterations of income, cost, runing disbursals and net net income ;

iv.Seasonal facets of concern ;

v.Loan taken by the company ;

vi.Taxation yet to be paid ;

vii.Operating and finance rental ;

viii.Payment to director to the issue, investment banker.

Can a stockholder become manager without making portions

Qualification of Directors:

Article of Association of a Company normally fix the minimal figure of portions which every Director must subscribe in order to go a Director. The minimal figure which is determined by the Articles is known as qualified figure of portions as contained in Section 97 ( 1 ) of CA 1994 ; every Director shall keep minimal qualified figure of portions within 60 yearss or within the clip as may be specified in the

Articles whichever is earlier.

As per Section 97 ( 2 ) , if after the termination of the period mentioned in sub-section ( 1 ) any such

unqualified individual Acts of the Apostless as a Director of the Company he shall be apt to pay a all right non transcending Tk. 200 per twenty-four hours for the period of keeping as an unqualified Director under this subdivision. As per subdivision 92, every individual shall non move as a Director unless he has signed and filed with the

Registrar to accept in composing to move as such manager and signed the Memorandum for a figure of portions non less than his qualified portions, or taken from the Company and paid or agreed to pay for his making portions. Share warrant is non taken into consideration for making of portion of a Director.

Power and Functions of the Securities and Exchange Commission

Securities and Exchange Commission shall be responsible to guarantee the proper issue of securities, to protect the involvement of the general investors in securities and bonds, to advance the development and to modulate the capital and securities market.

Securities and Exchange Commission performs the undermentioned maps

Regulating the concern of the stock exchanges and any other market of securities

Registering and modulating the stock agents, sub-brokers, portion transportation agents, bankers and director to the issue, trust workss, registrars to an issue, investment bankers, portfolio directors, investing advisors and such other mediators who may be associated with securities market in any mode.

Registering regulation and supervising the working of any signifier of corporate investing strategy including all signifiers of common financess

Promoting, monitoring and modulating all authorized self-regulatory organisations in the securities market

Forbiding deceitful and unjust stock trade patterns associating to securities market

Promoting investors instruction and preparation of all mediators of securities market

Forbiding insiders ‘ trading in securities guaranting corporate administration

Regulating significant acquisition of portion and stock and hostile coup d’etat of companies

Naming for information from corporations, set abouting probe and review, carry oning enquiries and audit of any issuer and trader of securities, the stock exchange and mediators and any self-regulatory organisation in the securities market

Compiling, analysing and printing indices on the fiscal public presentation of any issuer of


Conducting research and publication information for the interest of general investors to inform about the securities market.

Documents Required to be Listed in Stock Exchange

The undermentioned specifics and attested paperss shall be submitted to the listing application viz. :

Memorandum and Articles of Association and, in instance of Participatory Redeemable Capital, a transcript of the trust title ;

Transcripts of prospectus issued by the company in regard of any security already listed on the Stock Exchange ;

Transcripts of balance sheets and audited histories for the last five completed old ages or for a shorten figure of old ages if the Company has been in being merely for such shorter years/period ;

A brief history of the company since incorporation giving inside informations of its activities including any reorganisation alterations in its capital construction and adoptions ;

5. A statement screening:

a ) Dividends and hard currency fillip and/or bonus portions or right portions issued during a last 10 old ages or such shorter period as the company may hold been in being ;

B ) Dividends or involvement in arrears, if any.

6. Certified transcripts of understandings or other paperss associating to agreements with or between:

a ) Vendor and/or boosters ;

B ) Investment bankers ;

degree Celsiuss ) Brokers.

7. Certified transcripts of understandings with ;

a ) Pull offing agents ;

B ) Selling agents ;

degree Celsius ) Managing manager and proficient managers.

8.8. A statement incorporating specifics, day of the months of and parties to all stuff contracts, understandings ( including understandings for proficient advice and coaction ) , grants and similar other paperss except those entered into in the normal class of the company ‘s concern or intended concern together with a brief descriptions of the footings of such understandings or contracts.

9. Certified transcripts of the understandings with the BSB, BSRS, ICB and any other fiscal establishments.

10. Name callings and reference of the managers and individuals keeping 10 per centum or more of any category of equity security as on the day of the month of application together with the figure of portions of unsecured bonds held by each.

11. Particulars of security for which listing is sought.

12. Additional/information/documents that may be called by the Exchange.

The undermentioned paperss and specifics punctually certified by the company or the Company or authorised representative showing the security shall be submitted to the Exchange at the clip of application for naming or any clip on demand by the Exchange.

1. Application for naming as per Form I ;

2. Memorandum & A ; Articles of Association ;

3. Transcript of the Certificate of incorporation ;

4. Transcript of the Certificate of Commencement of Business ;

5. Transcript of the Feasibility Report, in instance of a new undertaking ;

6. Transcript of the certification of enrollment of the industrial Units issued by the Council of Investment or any other competent authorization ;

7. Transcripts of all stuff contracts and understandings entered into or exchanged with foreign participants, machinery providers and any other fiscal establishments ;

8. Transcripts of Letter ( s ) of Credit established in favor of Machinery Suppliers, if linked with the public issue ;

9. Transcript of Consent order issued by the Commission ;

10. Name callings of Directors along with directorship of other companies listed on the Exchange ;

11. Draft prospectus/Offer for sale ;

12. Hearers Certificate for the sum subscribed by the promoters/directors/ subsidiaries/ associates ;

13. Transcripts of the understandings relation to publish to securities for consideration other than hard currency, if any ;

14. Transcript of underwriting understanding ( if any ) ;

15. Statement of audited histories for the last 5 old ages or for a shorter figure of old ages if the company is in operation merely for such shorter period ;

16. Statement demoing the cost of undertaking and agencies of finance ;

17. Transcripts of the blessing of tax-holiday application under Ordinance, 1984 ;

18. Transcripts of the consent Letters from Bankers or Financial Institution to the Issues ;

19. Application for entry of Under of Undertaking and payment of fees as per Form II ;

20. Transcript of blessing of prospectus/offer for sale from Commission ; and

21. Any other documents/material contract and such other specifics as may be required by the Exchange or by the Council and/or by the Commission ;

What do you cognize about Price Sensitive Information of a listed Stock in a Stock Exchange

Price Sensitive Information: Itmeans any such information which, if published may act upon market monetary value of the concerned security and includes the undermentioned information:

I. Report in regard of fiscal status of the company or any basic information in regard there of ;

two. Information associating to dividend ;

three. determination of giving right, bonus portions to the stockholders ;

four. determination of purchasing or selling any immovable plus ;

v. determination of BMRE, New unit of the Company ;

six. Basic alteration of activities of the company ;

seven. Any others as determined by the Commission.

What is Statutory Audit?

Statutory audit is an issue related to conformity of the legal demand. In statutory audit hearers has to notice and do a sensible confidence on the true and just position of the fiscal statements of the entity prepared by the direction. Statutory audit is normally done by the hired accounting house and they are internal party of the several entity. There are many types of audit available which is prescribed by the different legislative act like Income Tax Act and Companies Act. Therefore, chartered accounting house needs to carry on many audits as per demand of the legislative act. Statutory audit is done when any legal conformity related issue arises.

How Statutory Audit is Executed

Geting assignment from the Board of Directors and Board declaration transcript

Geting no expostulation missive from old audit house

Filing audit house ‘s no disqualification position to the several company

Geting missive of battle from the several company

Appraisal of internal control and understanding the concern

Formulation of internal audit plan action program

Conduction audit as per Companies Act and international accounting criterions and auditing criterions

Fixing an sentiment on fiscal statement prepared by the direction of the company

Reporting to stockholders

Attending to Annual General Meeting ( AGM )

Amalgamation and Acquisition: Important key Footings

Merger takes topographic point when two or more corporations merge together and their concern operations are absorbed by a new corporation. Amalgamation is done in order to make synergic consequence and incorporate their operations on a comparatively co-equal footing due to make strong market leading.

On the other manus, acquisition occurs when one company purchase another company. Acquisition is a concern scheme by which one corporation takes over another company ‘s important part of commanding power. Geting company becomes keeping company and acquired company go subordinate company when important part of controlling is taken over.

Important key Footings Used in Merger and Acquisition

Horizontal Amalgamation: Horizontal amalgamation is a sort of amalgamation where related of two or more companies merged that compete in the same industries. Horizontal amalgamation is done to cut down the direct competition and expands the concern operations with high market portion.

For illustration: If yokels and Google are merged for supplying competitory services so it would be considered as horizontal amalgamation.

Vertical Amalgamation: Vertical amalgamation is done with two or more related companies supplying services in the same industries but they have different phases of production and distribution channel. This type of amalgamation is considered as perpendicular amalgamation.

Pudding stone: Pudding stone is besides a particular sort of amalgamation of houses runing in wholly different and unrelated industries. Conglomerate makes variegation of the house ‘s activities.

For illustration: if Chevron merges with Apple so this amalgamation would be considered as pudding stone.

Negotiated amalgamation: It is a amalgamation where direction of both the corporations comes to an understanding and placed the concern proposal to the stockholders.

Hostile coup d’etat: The geting house without cognition of the direction of targeted Company tries to acquire control by buying portions from the stock market and it is done all of a sudden for taking the control of another company by aggressive attack.


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