Although joint stock corporation is a little member business, it is very popular to all over the world as a big and useful business corporation. It is considered the bit arm of modern complicated & competitive economy. Because properly collecting natural resources, falling an individually of anyone country & doing fulfill people’s requirement by various producing process. It is possible for joint stock corporation:-
Some people doing business willingly and jointly collecting capital for the purpose of achieving profit under proper law, is called joint stock corporation. This corporation is an artificial, invisible & intangible. It can be introduced and directed by it’s own name and seal like men.
(i) The view of judge marshal. “A corporation is artificial being invisible, intangible and existing only in contemplation of low.”
(ii) According to Mr. Bokhary, “A corporation may be an association of persons associated together for the purpose of carrying an a lawful business with a view to profit.
Formation: (member of association, article of association, registration)
Joint Stock Corporation is formed and registered under company law 1994 in Bangladesh. So formatting corporation, entrepreneur must be well known by various rules of company law.
The formation of corporation is divided by three steps: –
(i) Promotional stage:
At firs formatting company a group of people must be taken enterprise. Those are taken primary enterprise; are called entrepreneur formatting private limited corporation are needed to formatted public limited corporation. In this step acts are given follow:
(a) Making plan: Glaring entrepreneur, having their opinion make a plan about type, area, amount of capital and formation of corporation.
(b) Selecting future possibility: Then they collecting information about future possibility and development of corporation and those are ensured by succeeding of corporation with justice.
(c) Named of corporation After ensuring success of business entrepreneur are making a name of corporation after that they apply registered of corporation using the name of company and registered giving permission black and white, only this name should be taken of corporation.
(ii) Steps for registration on In corporation:
In this step for registration of company gradually the following acts are completed.
(a) Collecting and filling registration : Applying form of registration are properly fill up if they are fail to do this work, can help and meet the judge of to complete this.
(b) Making and adjusting paper: Entrepreneur prepare memorandum of association and articles of association. Then the form are paid registered of company properly filling up with adhesive stamp fixed fee and with adjusting paper registration of company. Following items are to given :
- One copy of memorandum with signature of entrepreneur.
- One copy of articles.
- The list of director name and the amount of their minimum purchasing share.
- The name of proposing company
- The rule should be maintained this regard a certificate with attached by a justice or chartered accountants or any director of corporation.
(iii) Taking permission to start company:
After gather registration paper, private limited company can start but public ltd. company cannot start without taking certificate of commemorate.
(c) Flotation stage: After gathering the permission to start act public limited company strait’s act and take the step to collect capital.
v Memorandum of association: The memorandum of association of a company is it’s character and defined the limitations of the power of the company, established under the act-lord cairns contents of memorandum of association:-
(i) Name clause
(ii) Situation and address clause
(iii) Area of business
(iv) Objective clause
(v) Liability clause
(vi) Capital clause
(vii) Consent clause.
Articles of association:
Articles of association is the second important rules of joint stock corporation. Contents of articles of association:-
- The full name of corporation
- The rule of directing and managing of daily acts
- Name, address, and other descriptions of director and manager.
- Right, power, duly of manager
- The number of director
- The number and value of share
- The amount of capital
- System of selling
- System of receiving loan
- Rule of transferring share
- The vote of member
- System of accounting
- Name and address of accountants
- Name of Bank.
- Name and address of Banker
- Dissolving of corporation
Registered of joint stock company provide a registration and give a certificate is called registration. This is also called Birth certificate. Because after gathering this company the lawful artificial and permanent company. Before this company is not received it’s introduce.
v Prospectus: Prospectus means a document where companies are available. The main objective of publishing prospectus is to collect capital selling share and debenture. This prospectus only can publish public limited company. It is published in newspaper.
Purpose of features of prospectus:
(i) It is issued by director
(ii) Fixed date
(iii) It indicates about new company and it’s future possibility
(iv) Govt. permission
Contents of prospectus :
(i) The full name of joint stock corporation.
(ii) Situation of registered office
(iii) Mean purpose of company
(iv) Name, address, occupation and to buy qualificance share of issue in memorandum association
(v) Amount of capital
(vi) Classification of share
(vii) System to paid selling price share
(viii) Amount of minimum receiving capital
(ix) System of distribute dividend
(x) Published date of prospectus.
False or excessive information is always available in prospectus according company law yet any one is destroyed by information of prospectus. Then issuer in prospectus are responsible and then following law they are punished by 2 years jail or, five or both of them. Public limited company can prepare the statement in lieu of prospectus.
v Rights of Directors and shareholders:
- Every elected director has the right to receive his office.
- He has the right of receiving his wages.
- Every director and shareholder has the right of attending and sharing their opinions in the meeting.
- They have the right of voting
v Obligation of directors and shareholders:
- As the representative the directors and shareholders have to conduct all duties.
- They have the duties of protecting the money and properties with trustiness.
- They have to take the decision about calling various meetings.
Dissolving of J.S. Corporation:
A joint stock company can be dissolved by three causes. They are:
1. Compulsory winding up by the court : The company is dissolved by the court when it is unable to pay its credit or if it starts in late or any legal causes.
2. Voluntary winding up: When the directors and shareholders decide that their company should be stopped for various causes, then it is dissolved.
3. Winding up under the supervision of the court: When the company is to dissolve and the court orders that the company would be dissolved by some specific rules than it should be dissolved by the supervision of the court.