TOPIC
2 OF
INCORPORATION
A COMPANY
Learning Outcomes
At the end of this chapter, you should be able to:
Explain The Concept Of Incorporation
Understand The Process Involved In
Forming A Company
Elaborates The Effects Of Incorporation
Outline Promoter & The Pre-
incorporation Contracts
Explain Constitution Of Company
CONCEPT OF INCORPORATION
• The incorporation process is simplified by the use of one incorporation form (super form) where an
application must be made to the Registrar containing details such as the company’s name, whether it is a
private or public company, nature of business, address of registered office, details of the member, details
of directors, details of company secretary, details of class and number of shares to be taken by the
members or the liability that the member agrees to undertake upon winding up if the company is a
company limited by guarantee and other details as may be required by the Registrar.
• The application must be accompanied by a statement of each promoter or director regarding his
consent, and that he is not disqualified.
• The certificate of incorporation is no longer required under the Companies Act 2016. SSM will no longer
issue the certificate of incorporation. Instead, a notice of registration is conclusive evidence of a
company being incorporated.
• A company is incorporated from the date of incorporation stated in the notice of registration and is a
legal person separate from its members, continues in existence until removed from the register, and has
all the powers of a body corporate.
