Company Incorporation

Any business may be incorporated into a company…it matters not whether your business objective is to weed out weeds or sell hardware material- with the exception of illegalities such as carrying out fraudulent transactions.

Why incorporate a company? to offset the benefits that the company structure offers, such as limited liability, disadvantages attached to non-incorporated companies.

Forms company incorporation:

A company may be incorporated as:

  • A company limited by shares (the most common form).
  • A company limited by guarantee.
  • An unlimited company.

Of course to incorporate any of these forms you can either:Create a new company: the creation of which we shall take you a walk through in a bit.Purchase a shelf company: These are already existing companies but have not begun trading. They are registered with standard provisions, and the purchasers can then change the particulars to meet their preferences.

New companies:

To create a new company, you would need to file with the company Registrar certain documents:

1. Proposed name of the company:

No two existing companies can have the same name i.e. you can not register another company using an existing company name eg Safaricom, even if the company objectives differ from provision of telecomm services. For this reason, all incorporation processes must begin with this step: Name Search and Reservation.This process should also help you or the registrar weed out improper company names such as those that go against public morality etc.

2. Company Constitution

These are the rules that govern the internal and external activities of the company. It constitutes of two main documents:The Memorandum of Association; this doc states the business objectives of the company.  that regulate the external activities of the company and therefore shall contain clauses such as the objectives of the company, the particulars of the shareholders, directors and the shareholding of such.The Articles of Association; this doc is concerned with the internal administration of the company and therefore will contain clauses such as the voting procedures, share capital of the company, dividends and reserves and serving of Notices to shareholders.

3. Notice of Situation of Registered office:

The Registrar must be informed of your registered office, not just at the point of application to incorporation but at at all times, so that communications and notices can be addressed to it.

4. Particulars of Directors and Secretaries

Because the company, as much as it is a legally recognizable entity, has its puppeteers who should are accountable, even if just by public opinion, for the acts of the company.

5. Statement of Nominal capital.

This statement sets out the aggregate nominal value of shares available.

6. Statement of guarantee

If the company is limited by guarantee, it must be made known as such.This is a statement from each of the subscribers that if the company is wound up while he is a member or within one year of him ceasing to be a member, he will contribute (up to a specified amount) to the assets of the company:

  • payment of the debts and liabilities of the company contracted before he ceased to be a member;
  • payment of costs, charges and expenses of winding up; and adjustment of the rights of the contributors among themselves.

7. Declaration of Compliance Form 208

This is a declaration to the Registrar of the applicant’s compliance with the Companies Act for the purposes of registering a limited company.That’s it…of course you and your directors/shareholders need to give in your Tax Pin certificate, I.D copies and 2 passport photographs.

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