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Legal documents relating to the incorporation of a company sheet
Essay frame

Explain the legal documents relating to the incorporation of a company under the Companies Act No. 7 of 2007.

How to lay out the answer. Follow the frame, then write it in your own words.

  1. 1 · Open in two lines. A company comes into existence only when the right documents are filed with the Registrar-General of Companies.
  2. 2 · Application for registration. Name, type, registered office, first shareholders and shares.
  3. 3 · Consents. Each first director's consent and certificate; the first secretary's consent.
  4. 4 · Articles of association.
    • Internal rules; optional; model articles apply by default.
    • No memorandum under the 2007 Act (contrast with 1982).
  5. 5 · Certificate of incorporation. Conclusive evidence of incorporation; company number.
  6. 6 · Other documents. Prospectus for public offers; share certificates; statutory registers; annual return.
  7. 7 · In Sri Lankan business. Banks ask for the certificate of incorporation before opening a company account.
  8. 8 · Close in one line. The 2007 Act simplified the documents: no memorandum, optional articles.

Scoring tip: Saying 'no memorandum under the 2007 Act' shows you know the current law. Many students still write the old answer.