Definition of registered companies, the process and documents involved in creating a new company.

Registered
companies can be defined as a corporation that has a registration statement
with the SEC prior to releasing a new stock issue.
A company
is an association or collection of individuals, whether natural persons, legal
persons, or a mixture of both. Company members share a common purpose and unite
in order to focus their various talents and organize their collectively
available skills or resources to achieve specific, declared
goals. Companies take various forms such as:
        
i.           
Voluntary associations which may be registered as a Nonprofit
organizations
       ii.           
A group of soldiers
      iii.           
Business entity with an aim of gaining a profit
    iv.           
Financial entities and Banks

A company or
association of persons can be created at law as legal person so that the
company is itself can accept Limited liability for civil responsibility and
taxation incurred as members perform (or fail) to discharge their duty within
the publicly declared “birth
certificate”
or published policy. Because companies are legal
persons, they also may associate and register themselves as companies – often
known as a Corporate group. When the company closes it may need a “death certificate” to
avoid further legal obligations.
A company
can be defined as an “artificial person”, invisible, intangible,
created by or under law, with a discrete legal entity, perpetual succession and
a common seal. It is not affected by the death, insanity or insolvency of an
individual member.
Types of Companies
  • A company limited by guarantee. Commonly used where companies are formed for
    non-commercial purposes, such as clubs or charities. The members guarantee
    the payment of certain (usually nominal) amounts if the company goes into
    insolvent liquidation, but otherwise they have no economic rights in
    relation to the company. This type of company is common in England. A
    company limited by guarantee may be with or without having share capital.
  • A company limited by shares. The most common form of company used for
    business ventures. Specifically, a limited company is a “company in which
    the liability of each shareholder is limited to the amount individually
    invested” with corporations being “the most common example of a
    limited company.” This type of company is common in
    England and many English-speaking countries. A
    company limited by shares may be a
    • publicly traded company or a
    • Privately held company.
  • A company limited by guarantee with a share
    capital
    . A hybrid entity, usually used where the company is formed for
    non-commercial purposes, but the activities of the company are partly
    funded by investors who expect a return. This type of company may no
    longer be formed in the UK, although provisions still exist in law for
    them to exist.
  • A limited-liability company. “A company—statutorily authorized in
    certain states—that is characterized by limited liability, management by
    members or managers, and limitations on ownership transfer”, i.e.,
    L.L.C. LLC structure has been called “hybrid” in that it
    “combines the characteristics of a corporation and of a partnership
    or sole proprietorship”. Like a corporation it has limited liability
    for members of the company, and like a partnership it has
    “flow-through taxation to the members” and must be
    “dissolved upon the death or bankruptcy of a member”.
  • An unlimited company with or without a share
    capital
    . A hybrid entity, a company where the liability of members or
    shareholders for the debts (if any) of the company are not limited. In
    this case doctrine of veil of incorporation does not apply.
Process of creating a registered company
Ø  It must have a name and it must be legally permitted for use-
Before you
start printing out business cards, make sure the great new name you thought of
isn’t infringing on the rights of an already existing business. In most cases,
you don’t need an attorney for this task, as you can perform a free search
online that looks at business names registered with the Secretary of State —
that will tell you if the name is available in your state. Then, take your
search to the next level and conduct a no-conflict, free trademark search to
see if your name is available for use in all fifty states.
Ø  Register a Fictitious Business Name/DBA – Ever notice those endless fictitious name
announcements in the classifieds of your local paper? You may need one, too. A
DBA (Doing Business As) must be filed whenever your company does business under
a different name. If you’ve got a sole proprietorship or general partnership, a
DBA is needed if your company name is different from your own name. For an LLC
or corporation, a DBA must be filed to conduct business using a name that’s
different from the official Corporation or LLC name you filed. For example, my
company is officially incorporated as CorpNet, Inc., so we needed to file DBAs
for the variations CorpNet.com and CorpNet. These are typically filed at the
state and/or county level.
Ø 
Incorporate Your Business or Form an LLC – Forming an LLC or corporation is an essential step
to protect your personal assets (such as your personal property or your child’s
college fund) from any liabilities of the company. Each business structure has
its own advantages and disadvantages, depending on your specific circumstances.
Three popular options are: the LLC (great for small businesses that want legal
protection, but minimal formality), S Corporation (great for small businesses
that can qualify), or C Corporation (for companies who plan to seek funding
from a VC or go public).
Ø  Get a Federal Tax ID Number – To distinguish your business as a separate legal
entity, you’ll need to obtain a Federal Tax Identification Number, also
referred to as an Employer Identification Number (EIN). Issued by the IRS, the
tax ID number is similar to your personal social security number and allows the
IRS to track your company’s transactions. If you’re a sole proprietor, you’re
not obligated to get a Tax ID number, but it’s still good practice as you won’t
have to provide your personal social security number for business matters.
Ø 
Learn About Employee Laws – Your legal obligations as an employer begin as soon
as you hire your first employee. You should spend time with an employment law
professional to fully understand your obligations for these (and other)
procedures: federal and state payroll and withholding taxes, self-employment
taxes, anti-discrimination laws, OSHA regulations, unemployment insurance,
workers’ compensation rules, and wage and hour requirements.
Ø 
Obtain the Necessary Business Permits and Licenses – Depending on your business type and physical
location, you may be required to have one or more business licenses or permits
from the state, local or even federal level. Such licenses include: a general
business operation license, zoning and land use permits, sales tax license,
health department permits, and occupational or professional licenses.
Ø 
File for Trademark Protection – You’re not actually required by law to register a
trademark. Using a name instantly gives you common law rights as an owner, even
without formal registration. However, as expected, trademark law is complex and
simply registering a DBA in your state doesn’t automatically give you
common-law rights. In order to claim first use, the name has to be
‘trademarkable’ and in use in commerce.
Ø 
Open a Bank Account to Start Building Business Credit – When you rely on your personal credit to fund your
business, your personal mortgage, auto loan and personal credit cards all
affect your ability to qualify for a business loan (and for how much). Using
business credit separates your personal activities from that of the business.
To begin building your business credit, you should open a bank account in the
name of your company, and the account should show a cash flow capable of taking
on a business loan.
Documents involved in creating a new company
Article of Association
The Article of Association is a document which
sets out the rules for the running of the company’s internal affairs. The
company’s articles delivered to the registrar must be signed by each subscriber
in front of a witness who must attest the signature.
In the event that articles are not registered
for the new company, model (default) articles will be registered. These model
articles can be chosen to be adopted in the NO1 form.
The following items, among others are
contained in the articles of association.
1.     
The procedure for the issues of shares as well
as transfer of shares.
2.     
The right of shareholders during annual
meetings and the conditions under which an extraordinary meeting can be called.
3.     
Appointment of directors or managing director.
4.     
Accounting procedure and auditing.
5.     
When and how the capital of the company can be
altered and the borrowing powers of the company.
Memorandum of Association
Memorandum of Association is a document which
regulates the power of the company and states the overall objectives of the
company in relation to the public and other outside the company. Such a
document contains such items as;
1. The name of the company
i.        
If it is a private company, the name shall end
with the word “Limited or abbreviated as “Ltd”.
ii.      
If it is a public company limited by shares,
the name of the company shall end with the word “public limited or abbreviated
as “Plc”
iii.     
If the company is limited by guarantee, its
name shall end with the words (“Limited by guarantee”) or abbreviated as (“Ltd/Gte”)
in brackets.
2. The registered office of the company, that
is, the country.
3. Purpose or business the company intends to
engage in.
4. A clause stating that the liability of
members is to be authorised capital
5. Amount of capital to be raised through the
issues of shares (if is to have a share capital). This is known as the
authorised capital.
6. Subscribers names, addresses and occupation
and the number of shares each has to take in the company.
Steps in registering a business in Nigeria
There are five steps to register a business in
Nigeria.
1.     
Determining (if you don’t have that already)
the business name you want to register. Make it as clear and straight forward
as possible to help your customers easily remember it.
2.     
Locate the Corporate Affairs Commission (CAC)
office in your city (CAC has offices in many capital cities across the country)
and file a business name. Search form costs not more than N500. After filing
and submitting the form, you will have to wait for about 1 to 2 weeks to know
if the name you filed is available (It shouldn’t take as long as that but in
Nigeria, sometimes, things are like that). If the name you filed is unavailable
you may have to fill another one. If the result shows that your business name
is available, you can proceed to the third step.
3.     
Ask for the business name registration form.
Pay the required charges at designated payment points (always ask an official
at the CAC office).
4.     
Fill the forms (ask question where you are
confused) and return. Make sure to collect receipt/proof of payment.
5.     
Check back a week or two later and pick up
your business certificate.
In conclusion, a registered company, the
process and documents involved in creating a new company are the voluntary
association which may be registered as a non-profit organisation.

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