IntroductionWhensome people voluntarilyconstruct anorganizationbyinvestingtheir moneyfor thepurpose of earning profit according to the rules and regulations of the respective country is calledJoint-Stock Company (JSC).his business is operated by its o!n "ame # $ogo and consideredas an artificial being having a separate o!nership from management. hus a company may bedefinedasavoluntaryassociation% anincorporatedassociation% legal andinvisibleartificialpersonhavinganindependent% separate legal entityalong!ithperpetual successionandacommon seal% !hose liability is ordinarily limited% the capital is divided into transferable shares%held by shareholders in order to earn profit. Classification of Joint stock company Chartered Company: he companies that form by the order of the &ead of a country arecalled the chartercompany. hese companies!ere formed before '()).*or e+ample%,ast -ndia Company% Chartered .ank of ,ngland% the charter of the .ritish South /fricaCompany% given by 0ueen 1ictoria Statutory Company: Companies that are formed by the order of the 2resident% or by the$egislativeCommitteeorbybill of2arliament arecalledStatutoryCompany. heseCompaniesareoperatedbythosela!s. *ore+ample% municipal councils% universities%central banks and government regulators% Central .ank. ' RegisteredCorporation:Companiesthat areformedundertheprevailingla!ofthecompany are called the registered company. he corporation that has filed a registrationstatement !ith the S,C prior to releasing a ne! stock issue. -t is t!o types-i) Unlimited Company:3nlimited Company is a company!herethe liabilities of theshareholders of this company are unlimited. *or e+ample% .ritish all-terrain vehicle manufacturer$and 4over% 5la+oSmith6line Services 3nlimited.ii) LimitedCompany/ LimitedCorporation:$imitedcompanyis acompany!heretheliabilities of the shareholders are limited. *or e+ample% Charitable organizations% *inancialServices /uthority. his liability of a company can be of t!o types.a) .y 5uaranteeb) .y share value. he company limited by share can be of t!o types 7 Priate Limited Company ! / company !here the number of shareholder ranges fromt!o to fifty members and !hich are formed by at least t!o individuals having minimumpaid up capital are called the private limited company. he shares allotted to its membersare also notfreely transferable bet!een themand these companies are notallo!ed toraise money from the public through open invitation. -.e. a type of company that offerslimited liability to its shareholders but that places certain restrictions on its o!nership. Pu"lic Limited Company ! 2ublic $imited Company is company !here the number ofshareholder ranges fromseventoshare limitation. he share of the public limitedcompany is traded in the stock market.#ifferences "et$een Priate Limited Company and Pu"lic LimitedCompanyPriate Limited Company Pu"lic Limited Company'. 8embership 8inimummembership9%8a+imummembership:;8inimummembership. "umber of ?irectors -t must have at least t!odirectors-t must haveat least threedirectors9 ).ransfer of Shares he shares are not freelytransferableShares are freelytransferable.:. -ssue of 2rospectus -t is allo!ed to issueprospectus-t can issue prospectus@. Commencement of.usiness-t can start the businessafter the receipt ofcertificate of incorporation.-t re=uires trading certificatefor starting business; days of submission of registration form the register !ill register thecompany.-f the register !ill not satisfied !ith the information then after period the register !illinform the initiators !ithin '; days./ccording to compny act 'AA)%ection9) fter the regitrtion ofthememorndumofassocitiontheregister!ill providetheregistrationofthecompany./ftergettingtheregitrationtheprivatelimitedcompanycanits activities but thepubliclimitedcompany needs to collect the certificate commencement after getting the registration from theregister for starting the activities.5%C1LL/C)I1, 1' C/R)I'IC*)/ 1' C1&&/,C/&/,):/ccording to the company act 'AA) the directors of the Coint stock company have to collect thecertificate of commencement after registration of the company.he directors of the company !illapply to the register in the certified form provided by the register.-n the ':;(')section of thecompany act 'AA) it is said that%there are some clauses that determine that the company !ill startits activities or take loan fromthe financial institution./fter getting the certificate ofcommencement Coint stock company starts its activities.

6%PR1SP/C)US:2ropectus is an important document for public limited company..y using thisdocument%promoters makes invitation to the mass people to buy the initial public offering of therespective company.5enerally it refers to that informative document that the registeredorganization uses for the purpose of informing respective company to collect re=uired capital andto start the proposed organization.he different definitions of prospectus are given belo!.(%C1&P*,I/S *C) (774:I?ocument containing offer of shares or debentures for sell to be deemed as prospectus.GG0%#IC)I1,/R8 1' )R*#/ *,# C1&&/RC/:I2rospectus is an invitation to the public to subscribe to the shares capital of the company. heprospectus is generally circulated to the public in printed pamphlets.When a person is not issueda statement in lieu of prospectus must be issued.GG< 9% S)*)/&/,) I, LI/U 1' PR1SP/C)US:-t is mandatoryfor the public limited companytodistribute the prospectus but it is notcompulsoryinall aspects.-t is alsopossible toadopt analternative of prospectus.-t is notnecessary to distribute prospectus for the company if the directors are able to raise the re=uiredfunds by selling the shares and debentures to their friends and relatives.-f the company used thealternativeof prospectus%it !ill benecessarytosubmit that copytotheregister.-t is calledsubstitute prospectus or substitute circular.his substitue holds all theitems that arebeingre=uired in the original prospectus and it needs to be signature or attested by the directors. &emorandum of *ssociationhe 8emorandum of /ssociation is the basic or most important document for the incorporationor registration of every Joint Stock company. he 8emorandum of /ssociation is the life-givingdocument of the company. -n other !ords% it is the document !hich brings the company intoe+istence. -t is the charter or constitution of the company containing the fundamental conditionsupon!hichthecompanyisincorporated. -t isthefoundationon!hichthestructureofthecompany is built. -t contains the obCects or purposes of the incorporation of the company anddefinesordeterminesthee+ternal operationsofthecompany(i.e. companyJsrelationshipordealing !ith the creditors # other outsides).8emorandum of association can be defined as%JJ he purpose of the memorandum is to enablethe shareholders% creditors and those !ho deal !ith the company to kno! !hat is its permittedrange of enterpriseKhe8emorandumhas tobedividedinto-suitableparagraphs% constructivelynumberedandprinted. -t must be signed by every one of the subscribers in the presence of a !itness !ho shallattest the signature. ,very subscriber must give his address and descriptions and must take atleast one share. he 8emorandum of a company limited by shares must contain the follo!ingclausesD "ame clause /ddress clause HbCect clause $iability clause Capital clause /ssociation clause( he 8emorandum of association of every company must contain the follo!ing clausesD(% ,ame Clause:his clause states the name of the company.-n the conte+t of the name clause% the follo!ing points may be borne in mindD') / name is considered undesirable% !hen it includes !ords like J5overnmentJ% JStateJ%J8unicipalityJ% etc.% implying patronage or support of the 5overnment% State or8unicipality% !ithout the e+press permission of such authority.9) / name is considered undesirable !hen it is identical !ith or too closely resemblesthe name of an e+isting company.>) he name of the company must end !ith the !ord K$imitedK in the case of a publiccompany or the !ords K2rivate $imitedK in the case of a private limited company.)) he purpose of adding the !ord K$imitedK or the !ords K2rivate limitedK is to enableall those dealing !ith the company to kno! that the liability of the members of thecompany is limited.:) Hnce a company is registered !ith a name% the name of the company must be paintedon signboards and displayed outside every office or place of business of the company.he name must also be engraved in legible characters on the seal-of the company% onits letter heads% notices% invoices% receipts% bills of e+change% advertisements% etc% .&o!ever% if a company is Jformed not !ith the obCect of declaring dividends% but to promotescience% culture% etc% .heCentral 5overnment maypermit thecompanytodropthe!ordJlimitedJ.0% 1":ect clause:') Hf all the clauses in the memorandum%the obCect clause is the most important.his clause states the obCects or purposes and po!ers of the company. -t shouldspecify in unambiguous languages the obCects for !hich the company is formed.5reat care should be taken in dra!ing up this clause% as the company !ill not beallo!ed to do any business% !hich is not specifically mentioned here.9) heobCectsstatedinthisclausemust not becontrarytotheprovisionsoftheCompanies /ct and the general la! of the country. he obCects stated should be as!ideas possiblebecauseacompanycannot carryout obCects !hicharenotincluded in this clause. A >) /sit isdifficult toaltertheobCect clauselater%it isnecessarythat promotersshould include in this clause all possible types of business (activities) in !hich acompany may engage in the future.)) /ccordingtotheamendment totheCompanies /ctmadein'A@:% theobCectclauseofacompanyformedafterthecommencement ofthe /mendment/ct%must containDi. (a) 8ain obCects of the company and obCects incidental or ancillary%to theattainment of these main obCects.(b) Hther obCects of the company not included aboveii. -n case the obCects are not to remain confined to one state% states !hoseterritories the obCects e+tend.>. *ddress Clause:') his clause states the state in !hich the registered office of the company is to besituated. 9) henameofthe State%in !hichthe registered office of thecompany is tobesituated% is stated in the 8emorandum.>) he provision insisting on the mere;State) .oluntary dissolution under the superision of the court:after the decision ofvoluntary dissolution% court can give order to dissolute under its supervision. Court keepsthe pecuniary interest of the debtor and the creditor./t last !ecansaythat% acompanythat isestablishedbylegal stepsandalsodissolutefollo!ing some legal steps. *rom above procedure it becomes clear. Conclusion*rom our above brief discussion !e can easily say that% a Coint stock company combines bothpublic limitedcompanyandprivate limitedcompany. heformationof theCoint stockcompany in our country is bit complicated. his is !hy Joint Stock Company is not verypopular in .angladesh but it is very popular to the developed !orld. Hne more reason behindless popularity of Coint stock Company in our country can beD much less industries(companies)% lesscapital ofgeneral peopleandsoon. Hureconomyisnot asbigasthedevelopedcountryeconomy. herearemanycomplicacies as !ell !ehavetofacefor99 forming a Coint stock company. he re=uirements and complicacies are so many to form aCoint stock company that general people usually feel demotivated to form these companies./s one of the biggest and mostpopular form of business% .angladesh as a nation shouldmake the procedure to form a Coint stock company easier so that people feel interested toform Coint stock companies. he cost to form a Coint stock company should also be decreasedso that Coint sock company formation can make sense to people and they feel interested toform this type of business. Reference(% $$$%$ikipedia%com311+S:

(% Introduction to 3usiness%Criter ! #r% &% *taur Rahman D % Ra"ihul Islam%0% 3usiness for the 0(st century%Criter ! Steen J% Skinner D John &% Lannceich%9>