Memorandum of Association-2

8/3/2019 Memorandum of Association-2

1/25

MEMORANDUMOFASSOCIATION

Presented By: Sujay Jadhao (34)

Roshni Patil (79)

Meghana Shinde (113)

Kiran Dalvi (114)


2/25

MEMORANDUMOF

ASSOCIATION


3/25

INTRODUCTION

Memorandum of Association of a

company is its charter & defines the

limitations of the powers of acompany. It contains the fundamental

condition upon which alone the

company is allowed to beincorporated.


4/25

DEFINITION

Memorandum of Associationof a company as

originally framed or as altered

from time to time in pursuance

of any previous companies law

or of this Act Sec.2 (28).


5/25

FEATURES

Lays down the objects and powers of thecompany.

A compulsory document which contains

fundamental conditions upon which thecompany is allowed to be incorporated.

Defines the relationship between company

and third parties..Circumscribes the boundaries beyond

which the objects of the company cannot

go.


6/25

PURPOSE

The purpose of memorandum is two-fold:

First, to enable the prospective investors to know

the purpose for which their money is going to be

used and what riskthey are taking in making theinvestment.

The second, to inform the outsiders dealing withthe company as to what is its permitted range of

activities in which it may lawfully engage.


7/25

FORMS OF MEMORANDUM

ACC. TO SEC 14

The memorandum of association of a

company shall be in such one of the

Forms in Tables B, C, D and E inSchedule I as may be applicable to

the case of the company, or in a Form

as near thereto as circumstancesadmit.


8/25

CONT

DIFFERENTFORMSASUNDER:

Limited company by shares

(table b)

Limited company by guaranteewithout share capital (table c)

Limited company by share capital(table d)

Non-limited company (table e)


9/25

DOCUMENTSSUBMISSIONFORREGISTRATIONAT

REGISTRATIONOFFICEDURINGCOMPANY

REGISTRATION:

Corporate certificates :

Corporate certificates may include the

Certificate of Registration, the Certificate of

Incorporation, the Certificate of company

address etc., will be issued by the

registration authorities as a part of

registration formalities for future reference.


10/25

Share certificates

In case of a public limited company, the company

will issue shares to the public. The shares

certificate will be issued as a part of representation

of the company and are held by the shareholder.

Seal

Seal represents the company signature including

name of the company in a circular form and will

be attested by a gazette officer.


11/25

Registers

Registers are the legal requirement to maintain a register

of members at the registered office.

Minutes

Generally, the Company Secretary will maintain the

minutes of the meetings of the companys shareholders

and board of directors.

Opening bank accounts

To handle the companys financial transaction, the

company will have to maintain a bank account in its area

ofbusiness operations.


12/25

CONTENTS OF MEMORANDUM OF

ASSOCIATION

SIX CLAUSES

NAME

OBJECTS

REGISTERED

OFFICE

LIABILITY

CAPITAL

ASSOCIATION


13/25

1. Name Clause:In this clause the full name of the

company is shown and the last word of thename of the company must be "Limited".

The company can adopt any name but

there are certain restrictions and the words

like ROYAL, IMPERIAL, EMPIRE,

ESTATE etc. cannot be used without the

special permission of the government.


14/25


15/25

3. Registration Clause:

This act provides that the company must have a

registered office so that the registrar may be able to sendnotice etc. to the company at the registered office.

4. Liability Clause:

A declaration that the share holders liability is limited.

5. Capital Clause:

This clause must contain a statement as to the amount of

capital with which the company proposes to be registeredand the division thereof into shares at certain fixed

amount.


16/25

6.Association Clause:

Subscribers name, address should be mentioned in the

MOA

Each subscriber must take at least 1 share

MOA should be signed by:

At least 7 subscriber for Public company

At least 2 subscriber for Private company

Attested by at least 1 witness.


17/25

ALTERATION OF MEMORANDUM OF

ASSOCIATION

Change of Name(Section 25):

Special ResolutionFor addition or deletion

of any word; conversion of public Ltd

company into private limited Ltd. Or viceversa

Ordinary resolution - If a name is identical

with an existing company or is undesirable in

the opinion of central government of India

A copy of resolution to be filed with Registrar

within 30 days.


18/25

Change of Registered Office (Section 17, 18,

146)

Places within a city- Ordinary resolution

One city to another within same state- Special

Resolution

From one State to another State- Passing of

Special Resolution and confirmation of thecentral Government

A copy of resolution to be filed with Registrar

within 30 days


19/25

Change in the Objects :

The object clause can be changed by passing a special

resolution and by getting the permission of theCompany Law Board. Objects Clause can be changed

only:

To Allow the company to carry on its business more

economically or efficiently.

To enlarge the local area of its operations.

The company is enabled by change to carry on some

new business with convenience and advantage.

To restrict or abandon any of the objects specified inthe memorandum.

To sell whole of part of the companys property.

To amalgamate with any other company or body of

persons


20/25

Change in Liability Clause:

If articles so permit, the liability of the

Directors Managing Directors or Managercan be made unlimited by passing a

special resolution. The officer concerned

should also accord his consent for makingthe liability unlimited.


21/25

Change of Capital Clause:

To increase the share capital

To consolidate shares into larger

denominations

To convert fully paid shares into stock or vice

versa

To cancel the shares which are not taken up &

reduce the share capital.


22/25

DOCTRINEOF ULTRA VIRES

Ultra means beyond and Vires means

power.

Any transaction of a company which is

beyond its MEMORANDUM is ultra

vires.

Ultra Vires are null and void in relation to

company

Can never be ratified or validated


23/25

VARIOUS TYPESOF ULTRA VIRES

Ultra Vires the directors: Acts

beyond the power of directors

Ultra Vires the articles: Acts beyondthe scope of articles.

Ultra Vires torts committed by

employees of the company


24/25

EFFECTSOF ULTRA VIRES TRANSACTIONS

Void Ab Initio

Injunction

Personal Liability

No Ratification Company can neither sue nor be sued on ultra vires

contracts

The company can recover money advanced on the

basis of ultra vires lending


25/25

Memorandum of Association-2

Documents

Transcript of Memorandum of Association-2