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Incorporation and registration of a company sheet
Essay frame

Explain the features of a company and the procedure for incorporating 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 is an artificial legal person created by registration under the Companies Act No. 7 of 2007.
  2. 2 · Features.
    • Separate legal entity (Salomon v Salomon & Co Ltd).
    • Limited liability; perpetual succession; own property and sue.
    • Transferable shares; management separate from ownership.
  3. 3 · Types. Limited by shares, by guarantee, unlimited; private and public; overseas companies.
  4. 4 · Draw the registration flow. [Diagram: name → documents → filing → registration → certificate]
  5. 5 · Explain each step. Name approval; application with directors' and secretary's consents and articles; filing with the Registrar-General; certificate of incorporation.
  6. 6 · In Sri Lankan business. Listed PLCs such as Dialog and Hayleys; a family bakery incorporating as (Private) Limited.
  7. 7 · Close in one line. The certificate of incorporation turns a business plan into a legal person.

Scoring tip: Salomon v Salomon is the one case every company answer should name.