1. Critically discuss the documentation and procedures to formulating the Private and Public Company.

The basic procedure for incorporation For a company to be incorporated, it must be registered with the Registrar Of Companies (ROC) by act of 1962. After the company is registered, it receives a Certificate of Incorporation after which the company becomes a legal entity. Private Company Private company means a company which has limited number of its members to fifty and capital as may be prescribed by its article. Restricts the right to transfer its share. Prohibits an invitation or acceptance of deposit from persons other than its members, Directors or their relatives.

Public Company A public company is company is company which is not a private company. It has no limited number of its members and capital. It has right to transfer its share. One Condition for incorporating these types of companies is the issuance of a prospectus in which the objectives, the proposed share capital, source of finance and general prospects of the company are stated. The prospectus is in essence an invitation to the general public to subscribe for share.

Registration of the company The following documents must be filed for the registration of the company: 1. The Memorandum of Association 2. The Articles Of Association 3. Prospectus(For Public Company) 4. An agreement (List of Directors), if any, which the company proposes to, enter into with any individual for appointment as its managing director or whole-time director or manager.

5. A statutory declaration in Form 1 by an advocate, attorney or pleader entitled to appear before the High Court or a company secretary or Chartered Accountant in whole-time practice in Tanzania who is engaged in the formation of the company or by a person who is named as a director or manager or secretary of the company that the requirements of the Companies Act have been complied with in respect of the registration of the company and matters precedent and incidental thereto. In addition to the above, in case of a public company, the following documents must also be filed:

Written consent of directors to agree to act as directors The complete address of the registered office of the company. Details of the directors, managing director and manager of the company.

The Memorandum of Association The Memorandum of the company is a compulsory document to be filed by any type of a company. The importance of the memorandum is as follows:

It specifies the basic constitution of the company. It defines the scope and limitations of the company. Memorandum is considered as unalterable charter of the company. It is very difficult to alter the memorandum of the company, because it defines certain powers of the company and the company cannot go beyond those powers. Memorandum becomes a public document as soon as the company gets registered. This is because; it enables shareholders, creditors and those who deal with the company to know what kind of enterprise they are dealing with. Memorandum forms the outer framework within which the company operates.

The articles of association The articles of association contain the rules and regulations for the internal administration of the company. It includes bye laws relating to the management of the company. All the above stated documents have to be sent to the Registrar along with the registration fee, filing fee, stamp duty, as specified. The Registrar, on receipt of the documents, undertakes a scrutiny and if he finds nothing objectionable, issues, under his seal and signature, the Certificate of Incorporation This certificate needs to be collected from the Registrar's office. On obtaining the incorporation certificate, a Private Company is eligible to transact business. The private company is now incorporated.

A Public Company, however cannot transact business unless it obtains a trading certificate' Public companies, generally wish to transact business by raising capital from the general public. The process of raising capital from the public is carried out in this stage. For the purpose of raising capital from the public, the company needs to prepare and issue a document known as prospectuses. In this stage, a draft of the prospectus is finalized. Copies of the prospectus are printed. A copy of the prospectus, duly signed by minimum 2 directors and countersigned by the secretary is filed with the ROC. Thereafter the Prospectus is issued to the public. Advertisement of issue of the prospectus is usually carried out in newspapers. The public need to pay a nominal application fee and subscribe to the capital of the company within a specified period. The Registrar will examine these documents and if satisfied, will issue under his seal and signature, the Trading certificate, which is also known as Certificate of commencement of businesses. Now the process of incorporation is complete!! If the company fails to commence business within a year of its incorporation, the courts may order for the winding up of the company. The public and private companies need to submit annual returns which are done in prescribed forms. Audited balance sheets form a part of the returns. There are three types of fees payable by applicants for registration of new companies:1. Registration fees. 2. Filing fees. 3. Stamp duty. Fees Company whose nominal share capital is: (a) Registrations (b) Filing fee; Is Shs. 45,000/- for the whole application. Meaning 15,000/- for each document i.e. Memorandum and Articles of Association, form no.1, 14a and 14 beach Shs.15,000/- total shs. 45,000/4. (c) Stamp Duty Is paid Tshs.6,000/- for the original Memorandum and Articles of Association, shs. 1,200/- for form no.1. Tshs. 5,000/- is paid as stamp duty for each copy of Memorandum and Articles of Association.

All payments are payable to the Registrar or Companies against which receipts are issued. Applicants are advised to desist from making payments for which no receipts are issued.

Any changes that occur in the company should be reported to the Registrar immediately. The registrar after noting the reported change registers the same on payment of filing fees. Penalty is charged if the change in particulars is not reported in time. The current rate of penalty Shs. 1,500/- per month and part thereof. If a company after one year fails to take off, for any reasons whatsoever, the officers thereof may notify the Registrar who issues notice to strike such company off the register of companies. If no notification is made, the Registrar assumes that the company is carrying on business and is therefore required to comply with all the requirement relating to existing companies.

Conclusion 1. The process of company registration is done under the law and is a transparent one. 2. If the correct procedure is followed, the process takes approximately three days and not more than five days. If after three days the process is not completed, an applicant may demand, as of right, to see any member of the management who will provide an explanation or assist the applicant to be informed of reasons for delay