A private limited company can only be incorporated if its memorandum and articles:- * Restricts the right to transfer its shares subject to the approval of its directors; * Limits the number of its members to not more than fifty (require a minimum of 2 natural persons, but allow another company to wholly own 100% of its issued shares). * Prohibit any invitation to the public to subscribe for any shares or debentures of the company; * Prohibits any invitation to the public to deposit money with the company for fixed periods or payable at call, with or without interest. Advantages
The most obvious advantage is the liability “protection” to its shareholders, limited their exposures to the amount of share capital that they subscribed for. Any amount of debts beyond their shareholdings, they are not liable but provided there is no fraud or other malpractice. Another advantage is the simplicity to transfer existing shares or issue additional shares to new investors. Existing member can transfer his shareholding, wholly or partially, through selling of his shares (subject to directors’ approval, that is). Unlike sole proprietors or partnerships, there is no need to wind up the company in the event of death of its shareholders or directors. Disadvantages
1. The company’s financial affairs will be accessible by the public. 2. Compliance with the Companies Act, 1965. Although complying itself is not a disadvantage, the amount of effort required to comply with the Act is much more than a sole proprietor/partnership. 3. The company had to perform annual audits on its financial statements. 4. At least one company secretary is required to manage its statutory submissions and returns as well as attending and preparing minutes for board and shareholders’ meetings. 5. Incorporation cost is high, and there are yearly recurring fees to be paid such as audit, accounting, company secretarial and tax fees.
What is a Partnership business?
As its name suggests, this form of entity is when two or more persons come together to carry out a business. However, the maximum number of persons allowed in a partnership is 20. Same like the Sole Proprietor, liabilities for the Partnership is also unlimited. You can refer to the explanation forunlimited liability in the Sole Proprietor section. Partnership Act 1961
Unlike Sole Proprietor which does not have an Act created for it, all Partnerships are governed by the Partnership Act 1961. In event that the partners make their own agreement, that agreement will prevail. However, for matters not covered within that agreement, the particular provisions in the Partnership Act will be applicable. In the Partnership Act, the main provisions spell out the following:- * All profits or losses are shared equally.
* Partners are not eligible for interest on their capital injected into the partnership. * All partners are entitled to take part in managing the business. * Partners are not eligible for salary.
* Loans or advances by partners to the business will carry an interest at the rate of 8% per year. * Most decisions require majority of the partners. However, change of nature of business requires consent by all partners. * There must be expressed agreement when a partner is required to leave the partnership. * All existing partners must give consent if they want to introduce new partners into the business. * Accounts and books must be kept at the principal place of business and be made available to all partners. All partners are allowed to keep a copy of the accounts. If this is so risky, why still set up this kind of entity?
This form of business is cheap, easy to set up, with minimal documentation and paperwork. There are much fewer guidelines and formalities (except for the Partnership Act 1961) wherein there is no requirement to appoint auditors, company secretary or tax agents. You do not need to disclose your financial statements to the general...
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