Joint Stock Company
Joint Stock Company
Joint Stock Company
TOPIC ANNOUNCEMENT
This topic will be take four sessions
Today we will discuss about the: .
Concept of Joint Stock Company.
Features of Joint Stock Company.
Merits and limitations of Joint Stock
Company .
SESSION I
LEARNING OUTCOMES
After this session the students will be able to:
• Define the Joint Stock Company.
• Explain the features of Joint Stock Company.
• Explain the merits and limitations of a Joint
Stock Company.
EXPLANATION
• Now Ruchi has come to know about the
largest form of business organization.
• Lets have a look .
• Video link : https://youtu.be/3flpdEbP7HM
JOINT STOCK COMPANY
• Company is meant an association of many
persons who contribute money or money’s
worth to a common stock and employ it in some
trade or business, and who share the profit and
loss (as the case may be) arising there from.
• The persons who contribute it, or to whom it
belongs, are members.
• The proportion of capital to which each
member is entitled is his share.
• “Joint Stock Company is a voluntary
association of individuals for profit, having a
capital divided into transferable shares. The
ownership of which is the condition of
membership .”
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END OF SESSION I
STARTING SESSION II
TOPIC ANNOUNCEMENT.
Today we will discuss about the:
Types of companies.
Privileges enjoyed by a private company.
Difference between Public Company and
Private Company.
Concept of One Person Company.
SESSION II
LEARNING OUTCOMES
After this session the students will be able to:
• Explain different types of Companies.
• Understand the privileges enjoyed by the
Private Company.
• Differentiate between Public Company and
Private Company.
• Understand the meaning of One Person
Company.
EXPLANATION
• In the previous session we have studied about
the joint stock company. Now in this session
we will discuss about the different types of
companies and difference between them.
• Link: https://youtu.be/gPJE71XiyUg
TYPES OF COMPANIES
PRIVATE COMPANY
A private limited company means a company
which by its articles of association,
• Restricts the right of members to transfer its
shares;
• has a minimum of 2 and maximum of 200
members, excluding the present and past
employees,
• Does not invite public to subscribe its
securities.
PRIVATE COMPANY
• It is necessary for a private company to use
the word Private Limited after its name,
• If a private company contravenes any of the
provisions above stated , it ceases to be a
private company and loses all the exemptions
and privileges provided to it.
PRIVILEGES ENJOYED BY THE PRIVATE
COMPANY
• The privileges enjoyed by a private company are as
follows :
• (i) Only two members are needed to form a private
company. Whereas a public company needs atleast
seven members to start a company.
• (ii) A private company does not issue any prospectus
as its shares are not available for general public to
subscribe. Whereas in Public Limited Company it is
compulsory condition.
• (iii) It starts working just after receiving
‘Certificate of Incorporation ‘.
PRIVILEGES……
• A private company does not wait for minimum
subscription before start functioning. Whereas
in public limited company needs minimum
subscription .
• A private company needs only two directors
whereas a public company needs three
directors.
• A private company does not make any index of
members.
PUBLIC COMPANY
• A public company means a company which is
not a private company. As per the Companies
Act, a public company is one which :
• (i) has a minimum of 7 members and no limit
of maximum members.
• (ii) has no restrictions on transfer securities,
• (ii) is free to invite general public to subscribe
its securities.
DIFFERENCE BETWEEN PRIVATE COMPANY
AND PUBLIC COMPANY
Sl. No. BASIS PRIVATE COMPANY PUBLIC COMPANY
1 Members Minimum : 2; Maximum : Minimum : 7 ;
200 Maximum : Unlimited
2 Number of Two Directors Three Directors
Directors
3 Index of members Not compulsory to Compulsory to maintain
maintain index . Index.
4 Transfer of shares Restriction on transfer of No restriction on transfer
shares . of shares.
5 Invitation to Prohibited to invite It can invite general public
general public general public to to subscribe its shares or
subscribe its shares or debentures.
debentures..
ONE PERSON COMPANY
• The concept of One Person Company introduced
in the Company’s Act 2013.
• FEATURES:
• Only a natural person, who is an Indian citizen,
resident ( staying atleast 182 days ) in India shall
be eligible to incorporate a One Person Company.
• The Shareholder must nominate another person
who shall become the shareholder in case the
original shareholder , dies/ fell sick etc.
ONE PERSON COMPANY
• Must have one director.
• The company may have maximum 15 directors.
• One Person Company Vs Sole Proprietorship
• The liability of One person Company’s member
is limited whereas the liability of sole proprietor
is unlimited.
• One person company provides greater flexibility
to the member to manage his business
efficiently.
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ASSIGNMENTS
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END OF SESSION II
STARTING SESSION III
TOPIC ANNOUNCEMENT
• Today we will discuss about the :
• the stages of formation of Company (till
Incorporation).
• the important documents used in the various
stages in the formation of a company.
• Promoter and his position in the Company.
• Functions of a Promoter.
SESSION III
LEARNING OUTCOMES
• After this session the stdents will be able to :
• Explain the different stages of formation of
Company (till Incorporation).
• Explain the important documents used in the
various stages in the formation of a company.
• Understand Promoter and his position in the
Company.
• Explain the functions of a Promoter.
EXPLANATION
• In the previous session we discuss about the
various types of Joint Stock Company. But do
you know how the Company is formed?
• So in this session you can get your answer .
• Link : https://youtu.be/3R8qVEiILy8
STEPS IN FORMATION OF A PRIVATE
LIMITED COMPANY
PROMOTION OF A COMPANY
• Functions of A promoter
INCORPORATION OF A COMPANY
• After this a Private Limited Company
starts its operations.
PROMOTION OF A COMPANY
• It is the first stage in the formation of a
company. It involves conceiving a business
idea and taking an initiative to form a
company. It gives practical shape to available
business opportunity.
• Any person or a group of persons or
a company may have discovered an
opportunity and proceed to form a company.
They are the promoters of the Company.
PROMOTER
• As per section 69, a Promoter means a person:
• Who has been named as such in a prospectus.
• Who has control over the affairs of the
company directly or indirectly,
• Who provides advice, directions , the Board of
Directors of the company is expected to act.
• The promoter performs various functions to
bring a company into existence.
FUNCTIONS OF A PROMOTER
• The important functions of promoters are as
under :
• (i) Identification of business opportunity :
• The first activity of a promoter is to
identify a business opportunity like producing
a new product etc.
• (ii) Feasibility study :
• The promoter undertakes detailed
feasibility studies to investigate all aspects of
the business the intend to start.
FEASIBILITY STUDIES
• Technical feasibility :
• Sometimes an idea may be good but
technically it is not possible to execute like
unavailability of technology etc.
• Financial feasibility :
• Every business activity requires funds. If the
required outlay of the project is large and it is
not possible to arrange in available means, the
project has to be given up .
FEASIBILITY STUDY…
• Economic feasibility :
• If the chance of being profitable is very
little, the idea must be abondoned.
• Only when these investigation provide
the positive results, the promoters may
decide to actually launch a company.
NAME APPROVAL
• After deciding to incorporate to a company
the promoters have to select a name for it and
submit an application to the Registrar of
Companies of the state in which registered
office is proposed . Minimum three names are
given by the promoters. The Registrar selects
any one name if he finds it not undesirable or
misleading.
FIXING UP SIGNATORIES TO THE
MEMORANDUM OF ASSOCIATION
• Promoters have to decide about the
members who will be signing the
Memorandum of Association of the
proposed Company.
• Generally they are the first directors of
the Company.
APPOINTMENT OF PROFESSIONALS
• Certain professionals such as mercantile
bankers, auditors etc are appointed by the
promoters who will help in the preparation of
necessary documents required with the
Registrar of Companies.
PREPARATION OF NECESSARY DOCUMENTS
NAME APPROVAL
FIXING UP SIGNATORIES
APPOINTMENT OF PROFESSIONSALS
STATUTORY DECLARATION
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END OF SESSION III
SESSION IV STARTS
TOPIC ANNOUNCEMENT
• Today we will discuss about the :
• Remaining Stages of formation of a Public
Limited Company (Capital Subscription and
Certificate to commence business ).
• Some key words related to formation of a
company.
• Basic factors that determine the choice of form
of business organization.
SESSION IV
LEARNING OUTCOMES
• After going through this topic students will be
able to :
• Explain remaining stages of formation of a
Public Limited Company.
• Understand some key words.
• Explain the basic factors to be considered
before selecting a form of business
organisation.
EXPLANATION
• We have already studied about two stages of
formation of a Company. A Private Limited
Company starts it operation immediately after
incorporation . But a Public Limited Company
has to fulfill the next stage also .
• Link : https://youtu.be/o0rWky7jlps
STAGES OF FORMATION OF A PUBLIC
LIMITED COMPANY
PROMOTION
INCORPORATION
CAPITAL SUBSCRIPTION
COMMENCEMENT OF BUSINESS
CAPITAL SUBSCRIPTION
• A Public Limited Company cab raise the
required funds from the public by means of
issue of shares and debentures etc.
• For this company issues Prospectus to invite
general public to subscribe to the capital of
the company.
. Public company has to follow few steps for
raising funds from public .
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STEPS FOLLOWED
• Filing of Prospectus :
• A copy of the prospectus or Statement in lieu
of Prospectus is filed with the Registrar of
Companies.
• Appointment of Bankers, Brokers,
Underwriters etc. : Raising funds from the
public is a very huge task. The application
money is deposited with the bankers.
STEPS FOLLOWED
• Brokers are appointed to sell the shares to the
public.
• If the company is not assured of public
subscription it can also appoint underwriters,
who give the guarantee for the purchase of
shares if not bought by general public .
• Minimum Subscription: According to the
Companies Act the company must receive 90%
application of the size of issue. It is the
minimum subscription.
STEPS FOLLOWED
• If the minimum subscription is not received
allotment is cancelled and the application
money is returned to the applicants.
• If the minimum subscription is received ,
Company starts allotment to the applicants.
• After minimum subscription a public limited
company receives a’ Certificate to Commence
Business ‘ .
STEPS FOLLOWED
• Application to stock exchange :
• An application is made to atleast one stock exchange
for permission to deal in its shares or debentures.
• Allotment of shares :
• Untill the shares are allotted to the shareholders,
application money deposited in bank should not be
used by the company . Refund / adjust excess
application money received.
• Issue allotment letter to successful applicants.
SOME KEY WORDS
• Prospectus : A prospectus is document which
invites general public for the subscription of
any shares or debentures of a body corporate.
• Qualification shares : The Articles of
Association has a provision that the directors
must buy a certain number of shares before
the company obtains Certificate of
Commencement of Business . These shares
are called Qualification shares.
FACTORS THAT DETERMINE THE CHOICE OF
FORM OF ORGANISATION
MANAGEMENT DEGREE OF
COST AND EASE
ABILITY CONTROL
• LIABILITY • CAPITAL • NATURE OF
• CONTINUITY CONSIDERATION BUSINESS
FACTORS
• Cost and ease in setting up the organisation :
Sole Proprietorship is the easiest and most
inexpensive way to start a business . Similarly
partnership business as there is less legal
formalities.
Whereas the cooperative societies and
joint stock company require compulsory
registration which is lengthy and costly
process.
FACTORS
• Liability :
In sole proprietorship and partnership
business, owners’ liability is unlimited .
In Joint hindu family business liability of Karta
is unlimited .
In cooperative societies and companies the
liability is limited.
Therefore , the company form is the most suitable
because the risk involved is limited.
FACTORS
• Continuity :
The continuity of sole proprietorship
and partnership firms is affected by death,
insolvency etc.
Whereas Joint hindu family business,
cooperative societies , joint stock companies
are more stable form of business organisation.
FACTORS
• Management ability :
From this point of view sole
proprietorship, partnership business, joint
hindu family business , cooperative society
lack professional management ability to some
extent. They are suitable for simple business.
Whereas in company form , professional
management is required as the business
activities are complex in nature.
FACTORS
• Capital Consideration :
If the scale of business is large company
form is suitable . But if the scale of business is small
or medium then sole proprietorship or partnership
is suitable.
• Degree of control :
If direct control is needed then sole
proprietorship business is the most suitable . If
control can be diluted then partnership and
company is also preferred.
FACTORS
• NATURE OF BUSINESS :
• Sole proprietorship is the most
suitable if direct contact with customers is
required.
• Partnership is suitable where professional
services are provided.
• For large scale manufacturing unit company
form of business organisation is neede.
RECAPITULATION
• A Public Limited Company can start its
business only when minimum
subscription is received from the public
and certificate of commence business is
received.
• A Public limited company also applies for
listing on Stock Exchange , provide
allotment letter to shareholders.
RECAPITULATION
-BASIC FACTORS COMPARISON
FACTORS MOST ADVANTAGEOUS LEAST ADVANTAGEOUS
Availability of Capital Company Sole Proprietorship
Cost of formation Sole Proprietorship Company
Ease of formation Sole Proprietorship Company
Transfer of ownership Company (except private Partnership
company)
Managerial skills Company Sole Proprietorship
Regulations Sole Proprietorship Company
Flexibility Sole Proprietorship Company
Continuity Company Sole Proprietorship
Liability Company Sole Proprietorship
ASSIGNMENTS
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SESSIONS COMPLETED !!
CONGRATULATIONS