Limited Company
1.0 Introduction
Limited Company is a private company whose
owners are legally responsible for its debts only to extent of the amount of
capital they invested. Limited companies may be limited by shares or
guarantees. The liability of members or subscribers of the company is limited
to what they have invested or guaranteed to the company.
2.0 There are steps that should follow up in order to make a registration
of the limited company. Before sending the application to the responsible
board.
Firstly he needs to prepare A Memorandum of
Association and The Articles of Association
2.1 A Memorandum of Association (MOA) is a legal document prepared in the
formation and registration process of a limited liability company to define its
relationship with shareholders. The MOA is accessible to the public and
describes the company’s name, physical address of registered office, names of
shareholders and the distribution of shares. The MOA and the Articles of
Association serve as the constitution of the company
2.2 Also Memorandum of Association (MOA) of a company defines the
constitution and the scope of powers of the company. In simple words, the MOA
is the foundation on which the company is built. The Memorandum of Association
(MOA) of a company contains the object for which the company is formed. It
identifies the scope of its operations and determines the boundaries it cannot
cross.
2.3 It is a public document according to Section 399 of the Companies Act,
2013. Hence, any person who enters into a contract with the company is expected
to have knowledge of the MOA.
2.4 It contains details about the
powers and rights of the company.
Under no circumstance can the company depart
from the provisions specified in the memorandum. If it does so, then it would
be ultra virus the company and void.
3.1 Object Clause
3.1.2 It must specify the objects for which the company is being
incorporated. Further, if a company changes its activities which are not
reflected in its name, then it can change its name within six months of
changing its activities. The company must comply with all name-change
provisions.
3.1.3 The Articles
of Association or AOA are the legal document that along with the
memorandum of association serves as the constitution of the company. It is
comprised of rules and regulations that govern the company’s internal affairs.
3.1.4 The
articles of association are concerned with the internal management of the
company and aims at carrying out the objectives as mentioned in the memorandum.
These define the company’s purpose and lay out the guidelines of how the task
is to be carried out within the organization. The articles of association cover
the information related to the board of directors, general meetings, voting
rights, board proceedings, etc.
3.1.5 The
articles of association are the contracts between the shareholders and the
organization and among the shareholder themselves. This document often defines
the manner in which the shares are to be issued, dividend to be paid, the
financial records to be audited and the power to be given to the shareholders
with the voting rights.
3.1.6 The
articles of association can be considered as the user manual for the
organization that comprises of the methodology that can be used to accomplish
the company’s day to day operations. This document is a binding on the
shareholders and the organization and has nothing to do with the outsiders.
Thus, the company is not accountable for any claims made by any external party.
3.1.7
There after you are ready acquainted with all these documents then should be
able to send them to the responsible board which is BRELA (Business
Registration and licensing Agency).
3.1.8
Once all the documents are submitted to the Registrar of Companies, they will
be reviewed to ensure compliance and thereafter assessment for payments of all
necessary registration fees will be issued to the Applicant; and,
3.1.9
Upon payments of all the necessary fees the Registrar will issue the Applicant
with a Certificate of Incorporation which contains the incorporation number,
the date of incorporation, signed by the Registrar of Companies or his
designated officer and sealed by the Seal of the Registrar of Companies.
4.1 TIN this is an acronym of
Taxpayer Identification Number and it is only issued out by one institution in
Tanzania and that is TRA ( Tanzania
Revenue Authority).
5.1
CONCLUSION: The
registration of a company is vital in any where because for a company to operate
its functions legally I must undergo registration for it to be granted access
to operate.
Breakthrough Attorneys report, registration of a
limited company, April 5th, 2018
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