Formation of a Company

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Sadia Kamal Shifa
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A joint stock company is a company whose capital is divided into shares and the liability of whose shareholders is limited to the par value of the shares respectively held by them. Joint stock companies fall under two distinctive categories. The first category consists of a company whose promoters secure a portion of its share capital by way of transferring shares to the public and such a company is called a public company. The second category consists of a company whose share capital, in its entirety, is secured by its promoters at the time of its formation and such a company is called a private company.

The procedure for formation and Registration of Companies under the companies Act, 1994: According to company law 1994, normally company maintains three steps which will be description in below 1.Primary Stage

2.Certificate of Incorporation
3.Certificate of commencement.

In a primary stage when the Promoters will desire to form a company, at first they will have to select its name and will apply to the Registrar for the same in a plane paper with a fee of BD Tk. 10/- for each name along with the properly executed deed of settlement or the minutes of their first meeting.

Guidelines for availability of names issued by Ministry of Corporate Affairs:

The Department has evolved the following guiding principles for deciding availability of names:

A name which falls within the categories mentioned below will not generally be made available:

1.If it is not in consonance with the principal objects of the company as set out in its memorandum of association. This does not necessarily mean that every name should be indicative of its objects. But when there is some indication of business in the name then it should be in conformity with its objects. 2.If the Company/Companies main business is finance unless the name is indicative of that particular financial activities. 3.If it includes any word or words which are offensive to any section of the people. 4.If the proposed name is the exact Bangla translation of the name of an existing company in English especially an existing company with a reputation. 5.If the proposed name has a close phonetic resemblance to the name of the company in existence for example, Beximco, Grameenphone etc. 6.If the name is only a general one like Cotton Textile Mills Ltd., or Silk Manufacturing Ltd., and not specific like Dhaka Cotton Textiles Mills Limited or Rajshahi Silk Manufacturing Company Limited. 7.If it includes, the word "Co-operative", or the equivalent of word "Co-operative" in the regional languages of the country. 8.If it attracts the provisions of the Emblems and Names (Prevention of Improper Use) Act, 1950 as amended from time to time, i.e. use of improper names prohibited under this Act. 9.If it connotes Government's participation or patronage unless circumstances justify it. E.g., a name may be deemed undesirable in certain context if it includes any of the words such as National, Union, Central, Federal, Republic, President, Small-Scale Industries, Cottage Industries and Financial Corporation etc. 10.If the proposed name contains the words.

11.If the proposed name implies association or connection with Embassy or Consulate which suggests connection with local authorities such as Municipalor any other body connected with the Union or the State Government. 12.If the proposed name is vague like Aci limited.

13.If a proposed name implies association or connection with or patronage of a national hero or any person held in high esteem or important personages who are occupying important positions in Government so long as they continue to hold such positions.

The deed of settlement/minutes of the first meeting of the promoters may be prepared in plane paper and to be...
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