Companies Act, 2013 - Incorporation, Prospectus, Share Capital, Management and Meetings
Incorporation
Section 3 fixes the numbers: one person company with one member, private company 2–200 members, public company minimum 7 with no ceiling. The sequence is name reservation, MOA and AOA, declarations and fees, certificate of incorporation; the registered office must be established within 30 days (s.12). The company is a separate legal person from incorporation.
Prospectus
Section 2(70) defines a prospectus as any document inviting offers for subscription of securities. Section 26 prescribes contents and requires filing with the Registrar before issue. Section 30 creates a deemed prospectus where shares of one company are allotted in consideration of shares of another. Misstatements attract criminal liability under s.34 and civil compensation under s.35.
Share capital and meetings
Capital is authorised, issued, subscribed and paid-up; rights issue s.62, private placement s.42 (maximum 200 persons, allotment within 60 days), sweat equity s.54, buy-back ss.68–70, reduction s.66. The first AGM must be held within nine months of the first financial year-end; later AGMs within six months of year-end and not more than 15 months apart (one three-month extension allowed). Notice is 21 clear days; quorum under s.103 is 5 members up to 1,000 members, 15 for 1,001–5,000, and 30 beyond; proxies are excluded. Board meetings: four a year with a gap of not more than 120 days.
Worked example. A public company with 2,000 members has a quorum of 15, not 5. If its last AGM was 30 September 2024, the next must be held by 31 December 2025.
Traps. Counting proxies for quorum; confusing 21 days with 21 clear days; missing the 120-day board meeting gap.