| Internal International | ||||||
|
Internal & International >> Internal >> ESTABLISHING A JOINT STOCK COMPANY IN IRAN >> Part 3 |
||||||
Formation
3.1
Articles of Association The constitutional document of a joint stock company is called the Articles of Association which is roughly equivalent to a combination of the charter and by- laws of a corporation formed in other countries. The subscribing shareholders, or founders must approve the Articles of Association and affix their signatures thereto before the company formation may be registered. See Annex B for a checklist of matter to be covered in the Articles of Association. 3.2
Payment of Subscription Subscriptions in the required amount must be paid in to a bank account opened in the name of the company befor the company may be formed. A receipt of the bank is required as one of the documents to be filed with the Companies Registration Office when the company is registered . 3.3
Founders Meeting A meeting of the
subscribing shareholders , or founders is required by law for the public
company but not for the private company. Even with the private company,
however, it is advisable to hold such a meeting as the simplest means
for accomplishing all of the actions required in connection with the
company formation. All of the founding shareholders must: (a)
Approve and sign the Articles of Association
(b) Confirm the required subscriptions and payments thereon have
been made (C ) elect directors and
inspectors. (d) Receive acceptances
of directors and inspectors . (e) Designate a general circulation newspaper for publication of the company’s legal notices. 3.4
First Meeting of the board of Directors Before a joint stock
company may beging doing business,the board of Directors must hold a
meeting to : (a) Elect a Chair man
and a Vice Chairman (b) Appoint the Managing
Director and specify his duties. (c)
Approve the form of share certificates and designate the company
officers to sign them (d) Designate the officers authorized to
sign on behalf of
the company. In addition, it is advisable in the first meeting of the Board of Directors to designate the bank or banks to serve as depository of the company funds. 3. 5
Registration In forming a private
company the following documents
are required to be filed with the Companies Registration Office: (a) Draft Articles of
Association signed by all shareholders. (b) Statement that the
shares have been subscribed together with a bank certification that the
required amounts have been paid in . (c) A document signed by
all shareholders evidencing the election of directors and inspectors . (e) Statement
designating the general circulation newspaper in which the legal notices
of the company will be published. (f)a declaration(on a
form furnished by the Companies Registration Office). A public company is
formed when its Articles of Association has been approved by the
shareholders at a founders (or statutory) meeting and filed with the
companies Registration Office together with a minute showing the
election of directors and inspectors and their signed a acceptances of
their positions. The public company’s
promoters, who must subscribe to at least 20% of the company’s
capital, begin the process of formation by submitting to the Companies
Registration Office in Tehran draft Articles, a draft
prospectus and a declaration which must state: (a) Name of the company (b) identify and
domicile of promoters (c) Objectives of the
company (d) Capitalization,
including separate identification of stock paid in kind and in cash. (e) Number of registered
and bearer shares together with their par value and the number of
preferred shares together with a description of the rights of preferred
shareholders. (f) Contributions, cash
and kind, of the promoters. (g) Principal office,
and (h) Duration When the Companies Registration Office is satisfied with the information furnished by the promoters, it will permit publication of the prospectus which must include information and instructions regarding how and where interested investors may subscribe for shares of the company’s stock. When the total capital of the shares of the company has been subscribed and at least 35% has been paid in, the promoters and required to allot the shares to subscribing shareholders and then call the founders (or statutory) meeting . At this meeting the subscribing shareholders are to review the Articles of Association , elect the first directors and inspectors and designate a newspaper to publication of the company’s legal notices . Upon approval of the Articles by the subscribing shareholders, they must be submitted to the Companies Registration Office together with the minute of the meeting. 3.6.
Publication A
notice of the company formation is required to be published both in the
official Gazette and the general circulation newspaper designated by the
founding shareholders. Publication of this notice is paid for by company
and usually contains the following information: (1) Name and style (2) Objects (3) Location and date of
the head office (4) Duration and date of
formation (5) Nationality (6) Share capital, par
value of shares and type of shares (7) Paid-up portion of
the share capital and number of bank
receipt or receipts evidencing the payments. (8)
identify of founders and number of shares held by them (9) Names of first board
members and managing director (10) Managing
director’s authorities (11)persons authorized
to sign on behalf of the company (12) General circulation
newspaper in which legal notices will be published (13) Names of the first
statutory inspector and alternate inspector (14) Manner of liquidation 3.7
Commencement of Legal Existence Although the registration and publication requirements must be met to complete the formation process, the legal existence of the Commences on the date the directors and inspectors accept their positions in writing. 3.8
Costs The following charges
and fees will be incurred in connection with the formation of the
Company. (a) Registration fee
based on the capitalization of the company payable to the Companies
Registration Office (b) Charges for
publication in the Official Gazette of the notice of registration
payable to the Official Gazette at current rates. (c)Charges for
publication in a general circulation newspaper at current rates. (d)stamp taxes on share certificates. 3.9.
Liability of Promoters |
||||||
|
||||||
|
|
||||||
| © 2001, Technology Cooperation Office, Tehran, Iran | ||||||
