ACCA LW新公司法组建公司：Registration documents

Registration documents

After finding an appropriate name,promoters of their legal practitioners lodge the following documents with the Registrar of Companies for incorporating their company:

An application for incorporation in the prescribed form

Form of consent to act as a director in respect of each of the directors

Articles of incorporation.

The application for incorporation provides the following details:

the corporate name it wishes to be registered

its name under which it proposes to trade

whether it is a public or a private company

the authorised share capital,the number of shares and the nominal value of each of the shares

main purposes/intended business of the company,identified in terms of the Lesotho Business Classification Codes set out in Schedule I–they should be contained in an annex and attached to the application

declaration that the liability of the members is limited

rights,privileges,limitations and conditions attached to each share,if different from those set out in s25 CA(shares issued by the company must also provide this information)

the maximum number of directors the company proposes to have.A public company must have at least two and a private company one.Their names,including the nationality and contact details,must be provided as well.Promoters must attach a form of consent to act as a director in respect of each of the directors(the rationale for stating the maximum number of directors is not clear since the CA 2011 does not put a ceiling on the number of directors a company may have)

the address and contact details of the registered office of the company,and the address for the service of documents(the situation of the registered office of a company determines its nationality,domicile and residence for taxation purposes.If a company has the registered office in Lesotho,then it has Lesotho nationality and domicile and is liable for tax on its income in Lesotho)

whether the company would use the model,or its own,articles.

The promoters must subscribe for at least one share of the company and indicate the month and year the company expects to start its business.Section 20 requires that such shares must be issued to them immediately after the registration of the company.

The application also declares that:’We agree to subscribe for the number of shares indicated opposite our names and hereby make application for the company to be registered under the provisions of the Companies Act 2011.’Women married in community of property can also incorporate a company without obtaining the consent of their husband.This is an innovation since,under the common law and traditional law,women married in community of property are considered a minor.

The memorandum of association,which played such a pivotal role in the management and operations of a company,is now history and is no longer required to incorporate a company.However,all the information that a memorandum used to contain is now a part of the application for incorporation.Other information–for example,about the directors,registered office address and the address for service of documents–is the first expression of an obligation that will continue throughout the company’s life periodically to inform the registrar about these matters.

Articles of incorporation under the CA 2011 have different legal implications than articles of association in the CA 1967.Under the CA 1967 articles of association bound the company and its members as if they had been signed by each member and obliged each member to observe all the provisions of the articles.Under the CA 2011,articles of incorporation do not have this legal effect.Nor do members have to have constructive knowledge of articles of incorporation.

There are three sets of model articles of incorporation provided in the Act:one for private companies,one for public companies and one for single shareholding companies.【点击免费下载>>>更多ACCA学习相关资料】

Articles of incorporation,like articles of association,provide many of the rules and regulations for the management and operations of the company.They are particularly important under the CA 2011 because of the range of matters the Act allows to be regulated by the articles of incorporation.

A central question would be the extent to which model articles should be adopted.Of course,there is an option of not registering any articles of incorporation and relying entirely on the model articles.This may not be wise because most companies on initial registration would be private ones and the promoter,or promoters,may wish to include more elaborate provisions–for example,as regards restrictions on the transfer of shares.The model articles for private companies give the directors a discretion to refuse to register a transfer of share to a person they did not approve.The promoter may wish to elaborate on that and provide in the articles that if a member wishes to sell shares,they will first be offered to the existing shareholders at a price auditors consider fair.

If the registrar is satisfied that the requirements for incorporation are met and the purposes for which the promoters wish to incorporate their company are‘lawful’,the company is incorporated and a certificate of incorporation issued.The certificate states that the company has been incorporated,provides its name and the company number,and the date of incorporation.Section 7(2)declares that the certificate is conclusive evidence that the requirements of the Act regarding incorporation have been complied with and that the company is duly incorporated under the Act.The effect of the incorporation is that the company legally exists in Lesotho.

The functions of the registrar in deciding whether or not to incorporate the company are administrative,rather than the judicial,but though a refusal to register can be challenged by judicial review,it is unlikely to be successful.The registration of a company cannot be challenged because of the conclusive effect of the certificate.

Apart from the certificate of incorporation,the company will also be a given a document setting out the particulars of the company in accordance with Schedule 6.Schedule 6 identifies three kinds of companies:public or private or a single shareholding company.Most of the details in the document are common such as the name of the company,activities it may engage in,the authorised share capital,number of shares and the nominal value of the share,shares subscribed and the limited liability of the member or members of the company.As regards a public company,the document specifies that it may have an unlimited number of shareholders and may issue and transfer shares to the public.As regards a private company,the document specifies that the maximum number of shareholders in the company must not exceed 50,not including the existing and former employee shareholders,that the right to transfer shares is restricted and the company is prohibited from inviting members of the public from subscribing to its shares and debentures.As regards a single shareholding company,the document specifies the same information as a private company with the difference that the number of shareholders is limited to one.The document thus elaborates upon the certificate of incorporation.

【ACCA LW新公司法组建公司：Company name】