Memorandum of Association and Articles of Association: Definitions, Effect, Distinction
The Memorandum of Association (MoA) and Articles of Association (AoA) are the two core constitutional documents of a company: the MoA defines the company’s external scope and objects, while the AoA governs internal rules and management; put simply, the MoA is the company’s charter and the AoA is its rulebook. Definitions Legal effect Contents at…
Read article Doctrines of Ultra Vires, Constructive Notice, and Indoor Management: Definitions and Effects
The doctrines of ultra vires, constructive notice, and indoor management collectively define the boundaries of a company’s powers and an outsider’s rights when dealing with a company; in essence, ultra vires limits corporate capacity, constructive notice protects the company by imputing knowledge of public documents to outsiders, and indoor management protects outsiders by presuming internal…
Read article Membership of a Company: Who is a Member, Modes of Becoming Member, Cessation, Register, Rights and Duties
A company’s “member” is the person recorded in the register of members or as a depository’s beneficial owner; in short, a member is the legal owner on record, which may differ from the beneficial shareholder until registration aligns. Who is a member Modes of becoming member Cessation of membership Register of members Rights of members…
Read article Company Prospectus: Definition, Compliance, Mis-statements, Remedies
A prospectus is the primary disclosure document inviting the public to subscribe to or purchase a company’s securities; it communicates material information about the issuer, the offer, risks, and use of proceeds so investors can make informed decisions. In practical terms, the prospectus is an invitation to offer that must meet statutory content, filing, and…
Read article
Directors of a company: Minimum Number, Appointment, Retirement, Rights, Duties, Powers, Compensation
Directors form the mind and will of a company, with statutory rules governing how many are required, how they are appointed and retire, what rights and powers they wield, the fiduciary duties they owe, and how compensation is regulated. In brief, public companies need at least three directors, private companies two, and OPCs one, with…
Difference between private limited and public limited company
The key differences between a Private Limited Company and a Public Limited company are tabled below. Particulars Public Limited Company Private Limited Company Minimum Number of share holders A Public limited company requires minimum 7 share- holders. A Private Limited Company requires minimum 2 share- holders. Maximum Number of Share Holders There is no limit…
Read article