Establishment

RESERVATION OF THE COMPANY'S NAME

     When promoters have agreed a preferred name for the Company they must submit an application for the use of that name to the authorities, who will check whether the name can be registered. If approved, the name will be reserved for registration within 30 days.


MEMORANDUM OF ASSOCIATION

     The promoters must then register the agreed Memorandum of Association with the authorities. The Memorandum must contain the Company's :

  • reserved name, location and objects;
  • capitalisation (including the total number of shares and the value per share);
  • name, address, occupation, nationality, age and signature of each promoter and the number of shares subscribed for by each promoter (minimum of one share each).


STATUTORY MEETING

     After subscriptions have been made for all shares to be paid for in money, a general meeting of subscribers, known as a Statutory Meeting, must be called. At least seven days prior to this meeting, the promoters must prepare and send to each subscriber a notice and agenda of the business to be transacted at the meeting. A copy of this notice and agenda must also be submitted to the authorities. The business transacted at the Statutory Meeting must include:

  • adoption of the Company's Articles of Association, if any;
  • ratification of the promoters' actions and of the expenses, if any, during the formation of the Company;
  • fixing of the amount, if any, to be paid to the promoters;
  • establishment of preference shares, if any;
  • fixing of the number of ordinary or preference shares to be allotted as fully or partly paid up other than in money, if any, and the amount by which they shall be considered to be paid up;
  • appointment of the first Board of Directors and fixing of their powers;
  • appointment of an Auditor.


REGISTRATION OF THE COMPANY

     Following the Statutory Meeting, the promoters hand over the business of the Company to the Directors. The Directors must require all the subscribers to pay into the Company at least 25% of the value of each share, and then apply for registration of the company. Upon approval of registration and payment of the registration fee the Company can commence doing business as a juristic entity.


ORDINARY MEETINGS OF SHAREHOLDERS

     An Ordinary Meeting of Shareholders must be held within six months after the registration of the Company and, thereafter, once per year not more than four months after the end of the Company's fiscal year. A quorum must be present at each meeting and, unless otherwise provided in the Articles of Association, a quorum is constituted by the presence of holders of not less than 25% of the shares, in person or by proxy. A list of shareholders must be prepared and filed with the authorities not more than 14 days after each ordinary meeting of shareholders. Any meeting of shareholders additional to these annual meetings is known as an Extraordinary Meeting of Shareholders.


SPECIAL RESOLUTIONS

     Any amendment of the Memorandum and Articles of Association, variation of the registered capital, or dissolution or amalgamation of the Company requires a Special Resolution. A Special Resolution must be passed by a shareholders meeting with the majority vote not less than three fourths of the total votes of shareholders attending the meeting. A notice summoning a meeting for any Special Resolution must be sent to each shareholder no later than 14 days before the meeting.