Formation of a Company Essay Example for Free

Formation of a Company Essay Refers to the entire process by which a company is brought into existence. It starts with the conceptualisation of the birth a a company and determination of the purpose for which it is to be formed. The persons who conceive the company and invest the initial funds are known as the promoters of the company. The promoters enter into preliminary contracts with vendors and make arrangements for the preparation, advertisement and the circulation of prospectus and placement of capital. However, a person who merely acts in his professional capacity on behalf of the promoter (eg lawyer, CA, etc) for drawing up the agreement or other documents or prepares the figures on behalf of the promoter and who is paid by the promoter is not a promoter. The promoters have certain basic duties towards the company formed :- In case of default on the part of the promoter in fulfilling the above duties, the company may :- A promoter may be rewarded by the company for efforts undertaken by him in forming the company in several ways. The more common ones are :- If the promoter fails to disclose the profit made by him in course of promotion or knowingly makes a false statement in the prospectus whereby the person relying on that statement makes a loss, he will be liable to make good the loss suffered by that other person. The promoter is liable for untrue statements made in the prospectus. A person who subscribes for any shares or debenture in the company on the faith of the untrue statement contained in the prospectus can sue the promoter for the loss or damages sustained by him as the result of such untrue statement. II. Incorporation by Registration : The promoters must make a decision regarding the type of company i. e a pulic company or a private company or an unlimited company, etc and accordingly prepare the documents for incorporation of the company. In this connection the Memorandum and Articles of Association (MA AA) are crucial documents to be prepared. Memorandum of Association of a company : Is the constitution or charter of the company and contains the powers of the company. No company can be registered under the Companies Act, 1956 without the memorandum of association. Under Section 2(28) of the Companies Act, 1956 the memorandum means the memorandum of association of the company as originally framed or as altered from time to time in pursuance with any of the previous companies law or the Companies Act, 1956. The memorandum of association should be in any of the one form specified in the tables B,C,D and E of Schedule 1 to the Companies Act, 1956. Form in Table B is applicable in case of companies limited by the shares , form in Table C is applicable to the companies limited by guarantee and not having share capital, form in Table D is applicable to company limited by guarantee and having a share capital whereas form in table E is applicable to unlimited companies. Contents of Memorandum : The memorandum of association of every company must contain the following clauses :- Name clause The name of the company is mentioned in the name clause. A public limited company must end with the word Limited and a private limited company must end with the words Private Limited. The company cannot have a name which in the opinion of the Central Government is undesirable. A name which is identical with or the nearly resembles the name of another company in existence will not be allowed. A company cannot use a name which is prohibited under the Names and Emblems (Prevntion of Misuse Act, 1950 or use a name suggestive of connection to government or State patronage. Domicile clause The state in which the registered office of company is to be situated is mentioned in this clause. If it is not possible to state the exact location of the registered office, the company must state it provide the exact address either on the day on which commences to carry on its business or within 30 days from the date of incorporation of the company, whichever is earlier. Notice in form no 18 must be given to the Registrar of Comapnies within 30 days of the date of incorporation of the company. Similarly, any change in the registered office must also be intimated in form no 18 to the Registrar of Companies within 30 days. The registered office of the company is the official address of the company where the statutory books and records must be normally be kept. Every company must affix or paint its name and address of its registered office on the outside of the every office or place at which its activities are carried on in. The name must be written in one of the local languages and in English. Objects clause This clause is the most important clause of the company. It specifies the activities which a company can carry on and which activities it cannot carry on. The company cannot carry on any activity which is not authorised by its MA. This clause must specify :- In case of the companies other than trading corporations whose objects are not confined to one state, the states to whose territories the objects of the company extend must be specified. Consequences of an ultravires transaction :- However, the doctrine of ultra-vires does not apply in the following cases :- The following are exceptions to the rule of limited liability of members :- Capital clause The amount of share capital with which the company is to be registered divided into shares must be specified giving details of the number of shares and types of shares. A company cannot issue share capital greater than the maximum amount of share capital mentioned in this clause without altering the memorandum. Association clause A declaration by the persons for subscribing to the Memorandum that they desire to form into a company and agree to take the shares place against their respective name must be given by the promoters. Articles of Association The Articles of Association (AA) contain the rules and regulations of the internal management of the company. The AA is nothing but a contract between the company and its members and also between the members themselves that they shall abide by the rules and regulations of internal management of the company specified in the AA. It specifies the rights and duties of the members and directors. The provisions of the AA must not be in conflict with the provisions of the MA. In case such a conflict arises, the MA will prevail. Normally, every company has its own AA. However, if a company does not have its own AA, the model AA specified in Schedule I Table A will apply. A company may adopt any of the model forms of AA, with or without modifications. The articles of association should be in any of the one form specified in the tables B,C,D and E of Schedule 1 to the Companies Act, 1956. Form in Table B is applicable in case of companies limited by the shares , form in Table C is applicable to the companies limited by guarantee and not having share capital, form in Table D is applicable to company limited by guarantee and having a share capital whereas form in table E is applicable to unlimited companies. However, a private company must have its own AA. The important items covered by the AA include :- Alteration of articles of association : A company can alter any of the provisions of its AA, subject to provisions of the Companies Act and subject to the conditions contained in the Memorandum of association of the company. A company, by special resolution at a general meeting of members, alter its articles provided that such alteration does not have the effect of converting a public limited company into a private company unless it has been approved by the Central Government. The articles must be printed, divided into paragraphs and numbered consequently and must be signed by each subscriber to the Memorandum of Association who shall add his address, description and occupation in presence of at least one witness who must attest the signature and likewise add his address, description and occupation. The articles of association of the company when registered bind the company and the members thereof to the same extent as if it was signed by the company and by each member. III. Registration of the Company Once the documents have been prepared, vetted, stamped and signed, they must be filed with the Registrar of Companies for incorporating the Company. The following documents must be filed in this connection :- {text:list-item} {text:list-item} {text:list-item} Certificate of Incorporation Once all the above documents have been filed and they are found to be in order, the Registrar of Companies will issue Certificate of Incorporation of the Company. This document is the birth certificate of the company and is proof of the existence of the company. Once, this certificate is issued, the company cannot cease its existence unless it is dissolved by order of the Court. IV. Commencement of Business A private company or a company having no share capital can commence its business immediately after it has been incorporated. However, other companies can commence their activities only after they have obtained Certificate of Commencement of Business. For this purpose, the following additional formalities have to be complied with :- If a company has share capital and has issued a prospectus, then :- {text:list-item} {text:list-item} {text:list-item} {text:list-item} {text:list-item} {text:list-item} {text:list-item} Once the above provisions have been complied with, the Registrar of Companies grants Certificate of Commencement of Business after which the company can commence its activities

Culture Clash: The Puritans and the Native Americans :: American America History

In 1608, a group of Christian separatists from the Church of England fled to the Netherlands and then to the "New World" in search of the freedom to practice their fundamentalist form of Christianity (dubbed Puritanism). The group of people known as the Native Americans (or American Indians) are the aboriginal inhabitants of the Northern and Southern American continents who are believed to have migrated across the Bering land bridge from Asia around 30,000 years ago. When these two societies collided, years of enforced ideology, oppression and guerrilla warfare were begun. The great barriers of religion, ethics and world-views are the three largest factors which lead to the culture clash between the Puritans and the Native Americans. Religion played a very important role in both Puritan and Native American society, though their ideologies differed greatly. According to Puritan beliefs, God had chosen a select number of people to join him in heaven as his elect. The Native Americans, on the other hand, believed that everyone was the same; no one was better than anyone else. As Sitting Bull once said, "Each man is good in [the Great Spirit's] sight. (Quotes from our Native Past). This theory was in direct conflict with the Puritan's view. The means through which the beliefs of these two groups were carried on also differed greatly. The Puritans had their Bible which detailed their entire religion and held the answers to all possible questions. The Native Americans on the other hand relied on oral transmission of their theology. Thus, while the Puritans had a constant place to turn to when they wanted to figure out what they believed, Native Americans were forced to fill in the blanks between stories they had heard when it came to their basic ideals. This aspect made them both unable to relate to one another. The most prominent difference between the two religions were their gods. The Puritans believed in one God and one God only. The Native Americans, though also worshipping their own almighty "Great Spirit," took further reverence for all living (and once living) things, worshipping the trees and their ancestors as well as their omnipotent Tirawa (or Wakan Tanka). The Puritans, holding all aspects of the Bible literal and as divine mandate, saw this worship of beings other than their God as idolatry (which was in clear violation of the first commandment). Therefore, the Puritans held the Native American society as a society wallowing in sin. Culture Clash: The Puritans and the Native Americans :: American America History In 1608, a group of Christian separatists from the Church of England fled to the Netherlands and then to the "New World" in search of the freedom to practice their fundamentalist form of Christianity (dubbed Puritanism). The group of people known as the Native Americans (or American Indians) are the aboriginal inhabitants of the Northern and Southern American continents who are believed to have migrated across the Bering land bridge from Asia around 30,000 years ago. When these two societies collided, years of enforced ideology, oppression and guerrilla warfare were begun. The great barriers of religion, ethics and world-views are the three largest factors which lead to the culture clash between the Puritans and the Native Americans. Religion played a very important role in both Puritan and Native American society, though their ideologies differed greatly. According to Puritan beliefs, God had chosen a select number of people to join him in heaven as his elect. The Native Americans, on the other hand, believed that everyone was the same; no one was better than anyone else. As Sitting Bull once said, "Each man is good in [the Great Spirit's] sight. (Quotes from our Native Past). This theory was in direct conflict with the Puritan's view. The means through which the beliefs of these two groups were carried on also differed greatly. The Puritans had their Bible which detailed their entire religion and held the answers to all possible questions. The Native Americans on the other hand relied on oral transmission of their theology. Thus, while the Puritans had a constant place to turn to when they wanted to figure out what they believed, Native Americans were forced to fill in the blanks between stories they had heard when it came to their basic ideals. This aspect made them both unable to relate to one another. The most prominent difference between the two religions were their gods. The Puritans believed in one God and one God only. The Native Americans, though also worshipping their own almighty "Great Spirit," took further reverence for all living (and once living) things, worshipping the trees and their ancestors as well as their omnipotent Tirawa (or Wakan Tanka). The Puritans, holding all aspects of the Bible literal and as divine mandate, saw this worship of beings other than their God as idolatry (which was in clear violation of the first commandment). Therefore, the Puritans held the Native American society as a society wallowing in sin.

KFC‘s 4P strategy in China Essay

1. Product In order to bring success in China, KFC knows that western restaurants need changed by using localization strategy. As cultural adaptation is the process of â€Å"adjusting the native ways of thinking and behaviors to be consistent with the local culture† (Kotler, 1982), KFC tends to launch Chinese food apart from western food like burger or chicken wings, for examples, Chinese food like congee and rice, and promote Chinese herbal tea in 2004. KFC launched Chinese products like ‘Wolfberry Pumpkin Congee’, ‘Chicken Porridge with Mushroom’, ‘Duck Soup’, even lunched the ‘Deep-fried dough sticks’ in 2008. 90% of its raw materials are coming from the local too. It is obviously that KFC is trying to create the Chinese taste food when it entering to China market. The Chinese food fit the local taste and it helps KFC to build up the relationship with the Chinese people. Also, KFC introduced several new products with Chinese regional characteristics aiming to adapt local taste. For instance, ‘Dragon Twister Combo’, ‘Sichuan taste Spicy Chicken’, ‘Cantonese flavor cushion chatter’, etc. As there are many cities in China, KFC wants to treasure different regional tastes, from Beijing to Sichuan or Cantonese tastes. The products that are particularly designed for the Chinese, which gives the chance to KFC promoting their brand to Chinese people and becomes the first western fast food restaurant with Chinese cuisines in China. While KFC has launched diversification products, no matter western food like burger, French fries, chicken wings, or Chinese food like congee, rice, soup, deep-fried dough sticks, etc. People can find different types of food in KFC and it introduces a new product every half month in average, which provided an innovative product lines to customers and enlarge its market in China. 2. Place KFC is the first joint vendor of international fast food shop in China and its first restaurant is located in Tiananmen Square (Beijing) in 1987. ‘Perhaps not surprisingly the first KFC outlet had strong novelty value and attracted huge queues and custom.’ (Jim Riley, 2013) It is no doubt that KFC is enjoying the first mover advantage and it attracts Chinese to taste a  freshness western restaurant. KFC has more than 4000 outlets in the Chinese market and in every province of China. It covers the major large and medium sized cities like Beijing, Guangzhou, Tianjing, etc. KFC wants to expand its market share in China with a remarkable speed and it identified 16 key cities as its base. Also, it use a strategy to expand its market from the big cities to the medium and small cities. To create a demand of its brand in the big cities, then extend into the medium and small sized cities. KFC started out gaining notice in bustling cities like Beijing, Guangzhou, Shanghai as big cities tend to be the capital cities with larger customer based and higher level of economy development. It helps KFC to establish its brand image in China while marketing in big cities can help KFC to test the local market with the macro environment and market conditions of fast food industry and less chance of failure for KFC to enter Chinese market. Moreover, KFC choose the locations with large traffic and pedestrian volume which are always near to the supermarkets, gasoline service stations or shopping malls. There is a unique feature that KFC applying for its distribution system, which helps to expand its store network. KFC owned their outlets rather than only franchised them in China with building warehouses and operating a fleet of trucks. It provides extensive staff and management training including from food preparation to customer service and logistics. This special distribution system gives KFC greater control over their outlets and ensure its quality of services. 3. Promotion KFC is using the localization strategy to adapt local taste in their promotion. It changed its slogan into Chinese cultural version from ‘We do chicken right’ to ‘,’ in 2005 and ‘’ in 2010. This action shows the ambition of KFC is to establish a strong image of pleasing Chinese. With the purpose of motivating the brand awareness and sales volume to targeted customer like family with children, KFC launched several gift promotions which followed the Chinese comic trends. For example, the cartoon named ‘Pleasant Goat and Big Big Wolf’ is extremely hot and popular, KFC promotes its children sets with the doll gift of the cartoon. This helps to boost the sales volume of its child food set and making a trend to Chinese children to collect KFC gift collections. Also, in order to build up the  customer loyalty of children in China, KFC creates its own cartoon named ‘QiQi’ and opens a website (Miaoli City http://www.kfckids.com.cn/) for children to play. Furthermore, the promotion sells union of people in its advertisement, which promoting KFC is a good place for every groups of people to have their reunion time. It can easily find that KFC is creating a pleasant image for families and friends while Chinese is focusing on relationships. 4. Price KFC is using the price skimming strategy towards its customers in China. As KFC is targeting middle to high levels class in the big and medium sized cities first, it sets its price in a relatively high in the beginning. The average price for personal meal in KFC is around 30RMB which is higher than the other restaurants in China. But, KFC lower its product price with promotion and discount provided after. Most of its sets have at least 3 dollars discount and KFC gives discount to every new product. Also, online coupons are extremely high usage in China which attract many Chinese having their meals in KFC. For instance, a dinner set with priced 20RMB can be decreased to 15RMB when customers downloaded the coupon online and gave it to the cashier. The tea set is cheap to attract more customers in the normal hours. For example, a tea set with egg tart and dessert cost 6 dollars only. Apart from the discount, differentiate pricing policy is applied in KFC. With different cost in different outlets or stores in different places, there are different pricing of KFC products. While the economic environment is not the same in each region, the cost used in different KFC restaurants are different namely the rent. Also, with the different profit earned in different areas, KFC reset its price by different time, restaurants, and regions in 2012. Reference Kotler P. (1982) Global Standardization-Courting Danger, The Journal of Consumer Marketing, 3 (2) spring. (Jim Riley, 2013), http://www.tutor2u.net/blog/index.php/business-studies/comments/why-localisat

Strategic Business - Dramatic Evolution of the Xtra Company Free Essay Example, 3500 words

In the technical problem, the company really has to start from scratch. As already mentioned they have to establish a strong IT infrastructure, Business systems, IT policies, IT security measures and IT maintenance. They have to have a good interactive website and e-commerce. Aside from the technical materials, they have to hire IT people to operate the machines. Their current employees lack the necessary IT skills to start with it right away. Another technical problem that is lurking its head is the structural reorganization. They have to consult an external expert that will help them come up with an effective organization. As stated, for the plan to work an effective organization should be in place. However, there are two major constraints; time four months away from bankruptcy- and financial constraints slump economy and decline sales. As such, the whole situation of the company is critical and aggravated. On the other hand, there are non-technical problems which are as import ant as the technical concerns. The first concern that should be addressed right away is the question of job security of the employees. We will write a custom essay sample on Strategic Business - Dramatic Evolution of the Xtra Company or any topic specifically for you Only $17.96 $11.86/page