The main document of joint stock company:

• Memorandum of Association
  Memorandum of Association is the constitution of Joint stock company. It describes the objectives and right of the company, and also regulates the relationships of the company with other parties.
  
  
• Article of Association
  Article of Association is another important document of the company. It defines the mode and manner in which the company's business is to be carried out to achieve its objectives as stated in the Memorandum of Association.. The article is the outcome of mutual consent of the promotion.
  
  
• Prospectus
  A prospectus is an invitation is a general public for purchasing share of the public company. There is no any legal obligation to publish a prospectus in a private company. Prospectus provides a summary of past history. The prospectus also highlight share transfers and share forfeiture of the company to protect the right of prospective shareholders.

 The main document of joint stock company:

• Memorandum of Association
  Memorandum of Association is the constitution of Joint stock company. It describes the objectives an rights of the company, and also regulates the relationships of the company with other parties.  Memorandum of association is submitted to Company Registrar Office. Basic information and provision of the company are clearly mentioned in the memorandum of association. It defines scopes, objectives, functions of the joint stock company.
  
  
• Article of Association
  Article of Association is another important document of company. It defines the mode and manner in which the company's business is to be carried out to achieve its objectives as stated in the Memorandum of Association. The article is the outcome of mutual consent of the promotion.  The article is the outcome of mutual consent of the promotion. When promoters sign in this article then it is submitted to the concerned department of Nepal Government for legal validity.
  
  
• Prospectus
  A prospectus is an invitation is a general public for purchasing share of the public company. There is no any legal obligation to publish a prospectus in a private company. Prospectus provides a summary of past history. The prospectus also highlights share transfers and share forfeiture of the company to protect the right of prospective shareholders. 

  Prospectus plays the role of advertisement. It plays a vital role to promote the activities of the company. General people/ outsiders observe the prospectus then decide to purchase a share.

  In conclusion, a document which is issued to public people for informing about the company is called prospectus.
  
  

Main clauses/ contents of Memorandum of Association

• Name clause:
  This is the first clause of the Memorandum Association. This clause includes the distinct name of the company.  Generally, the unique, attractive, short and sweet name is selected by promoters to attract the attention of general public. Name of the company must be registerable. The name of the company should not match with some other company.
  
  
• Adress clause:
  Address of the company is clearly stated in the address clause. Basically, an address of the head office must be mentioned in the address clause. The address must be same as was mentioned at the time of registration of the company.
  
  
• Objective clause:
  It is the most important clause of the Memorandum of Association. This scope gives the scope and direction to the company for its activities. It gives protection to shareholders  by ensuring that the fund raised for specified businesses are not going to bet risked  to another. : Plans, policies, and objectives are formulated by the top level management. Major objectives/goals are clearly stated in this clause.
  
  
• Liability clause:
  This clause mentions the liability of the shareholders. In a limited liability, however, liability of the directors, or manager may be unlimited if so,  provided by memorandum. Basically, the joint stock company has a provision of limited liability which is clearly stated in this clause.
  
  
• Capital clause:
  This clause mentions the authorized capital of the company. There must be appropriate capital structure to run the activities of an organization. Authorized capital, issued capital, debt capital, equity capital, working capital, fixed capital etc. are mentioned in this clause.
  
  
• Restriction on transfer of share clause: In public company shares are fully transferablewhere as in private company shares are not transferable to outsiders. In this clause, provision of transfer of share is clearly mentioned.

Articles of Application is another important document of a company. This document should be attached with the application for registration. Harmony and coordination are needed for the effective operation of business activities. The joint stock company is rigidly observed by the government so it must follow rules and regulations of a company. Article of association contains rules and regulations of a company. It regulates the management of the company. It also mentions the appointment of the board of directors, procedure of holding meetings, transfer of shares, rules regarding loans, rules regarding declaration of dividend etc. Article of association must be submitted to Company Registrar Office for the incorporation of business organization. The article is the outcome of mutual consent of the promotion. When promoters sign in this article then it is submitted to the concerned department of Nepal Government for legal validity. 

Contents of Article of Association:

1. Director related particulars:
   Number of directors to be elected in the company must be mentioned in this particular. Remuneration, appointment, facility of directors are clearly mentioned in this content. Here, the right of a number of directors, a role of directors and promoters, delegation of authority are also mentioned.
   
   
2. Meeting related particulars:
   Annual general meeting of the joint stock company is very important meeting. In this particular quorum of a meeting is clearly stated and provision of conduction of meeting is also mentioned. Basically, in the public company before the 21 days of conduction of meeting, shareholders are informed about the meeting. Agenda is also attached while informing shareholders about the meeting. Majority shareholders are needed to pass the agenda of the meeting.
   
   
3. Shares related particularly:
   Nature of share, transfer of share, an issue of share etc. are clearly depicted in the share related particulars. The way of transferring share related particulars. The way of transferring share is also stated.
   
   
4. Other particulars:
   In this procedure of appointment of an audition, use and formation of the common seal, way at taking loan are clearly stated.

A prospectus is an invitation is a general public for purchasing share of the public company. There is no any legal obligation to publish a prospectus in a private company. Prospectus provides a summary of past history. It helps to convert potential shareholders into existing shareholders. It is prepared and circulated basically to inform the public about the company and make people invest money in the company.

Prospectus plays the role of advertisement. It plays a vital role to promote the activities of the company. General people/ outsiders observe the prospectus then decide to purchase a share. The prospectus must be signed and dated by the promoters of the company.

According to the Company Act, 2053, the prospectus must contain the following matters:

1. The main objectives of the company and other important matters mentioned in the Memorandum of Association and Article of Association.
2. A minimum number of share required to be subscribed to become the director and their salaries and allowances.
3. Description of cash receipt as the remuneration of share or reward by the promoters and directors.
4. The provision relating to bonus shares.
5. Provision if any regarding reservation of shares for any shareholder, employee or other persons.
6. Name and address of the directors and number of the shares subscribed.
7. A number of shares to be issued to the general public on par or premium.
8. A minimum number of shares to be subscribed advance payment along with the application.
9. Brokerage on shares and debentures.
10. Estimated expenditure for the company and estimated income at least for coming 3 years.
11. The net worth of the company.
12. Name and address of the auditors and the audit report, if any.
13. Date of opening and closing of the subscription list.
14. The balance sheet and profit and loss account of the company and time and place for inspecting the same.
15. Details of the underwriting of shares and commission of their earning.
16. Other necessary particulars.