MEMORANDUM OF ASSOCIATION
MEANING
IS AN
EXTREMELY IMPORTANT DOCUMENTS. DOCUMENT WHICH IS THE CONSTITUTION OF THE
COMPANY. IT CONTAINS THE OBJECTS FOR WHICH THE COMPANY IS FORMED AND DEFINES
THE SCOPE OF COMPANY. IT DEFINES AND CONFINES THE POWERS OF THE COMPANY. IF ANY
THING IS DONE BEYOND THESE POWERS THAT ACT WILL BE ULTRA VIRES THE COMPNY AND
SO VOID.
SO 2( 56) OF
THE COMPANIES ACT 2013” MEMORANDUM OF ASSOCIATION OF A COMPANY AS ORIGINALLY FRAMED OR ALTERED FROM TIME TO
TIME IN PURSUANCE OF ANY PREVIOUS COMPANY LAW OR OF THIS ACT.
DEFINITIONS
CAIRNS,” MEMORANDUM OF ASSOCIATION OF A COMPANY
IS ITS CHARTER AND DEFINES THE LIMITATION OF THE POWERS OF A COMPANY.
BOWEN,” MEMORANDUM CONTAINS THE FUNDAMENTAL
CONDITIONS UPON WHICH ALONE THE COMPANY IS ALLOWED TO BE INCORPORATED”
IMPORTANCE AND PURPOSE
IT IS THE
CONSTITUTION OF THE COMPANY AND IT CONTAINS THE FUNDAMENTAL CONDITIONS UPON
WHICH THE STRUCTURE OF THE COMPANY IS BASED. A COMPANY CAN NOT GO BEYOND IT, IT
DEFINES THE RELATION WITH THE OUTSIDE WORLD AND THE SCOPE OF ITS ACTIVITIES.
AFTER REGISTRATION IT BECOMES THE PUBLIC DOCUMENT, IT SHOULD COMPLY WITH THE
PROVISIONS OF THE COMPANIES ACT AND OTHER
DOCUMENTS OF THE COMPANY SHOULD SATISFY MEMORANDUM.
IT IS PUBLIC
DOCUMENT AND AVAILABLE FOR INSPECTION.
IT SERVE THE
FOLLOWING:-
I.
THE INTENDING SHAREHOLDER WHO IS PLANNING TO
INVEST IN THE COMPANY WHERE HIS FUNDS WILL BE USED
II.
ANY ONE WHO DEALS WITH THE COMPANY LIKE
CREDITORS WILL KNOW THE BOUNDARIES AND POWERS OF THE COMPANY.
- AT LEAST SEVEN
PERSON IN CASE OF PUBLIC COMPANY
- AT LEAST TWO
PERSON IN CASE OF PRIVATE COMPANY
- AT LEAST ONE
PERSON IN CASE OF ONE PERSON COMPANY
o
MUST SUBSCRIBE THEIR NAMES TO THE MEMORANDUM.
o
PERSON COMPETENT TO ENTER INTO CONTRACT CAN
SUBSCRIBE. ALSO INCLUDES ARTIFICIAL PERSONS.
o
UNEDUCATED SUBSCRIBER THE THUMB IMPRESSION OR
MARK SHOULD BE DULY
·
PRINTING AND SIGNING OF MEMORANDUM( RULE 13 OF
COMP ACT 2014)
·
SHALL BE PRINTED. COMPUTER PRINTING IS ALSO RECOGNIZED.
·
DIVIDED INTO PARAGRAPHS AND SHALL BE SIGNED BY EACH SUBSCRIBER WITH
HIS ADDRESS,DESCRIPTION AND OCCUPATION IN THE PRESENCE OF AT LEAST ONE WITNESS
FORM OF
MEMORANDUM U/S 4 AND 5:
TABLE A FOR COMPANY LIMITED BY HAVING SHARE CAPITAL
TABLE B FOR A COMPANY LIMITED BY GUARANTEE NOT HAVING SHARE
FORM
TABLE C FOR A
COMPANY LIMITED BY GUARANTEE AND HAVING SHARE CAPITAL
TABLE D FOR
UNLIMITED COMPANY AND NOT HAVING SHARE CAPITAL
TABLE E FOR
UNLIMITED COMPANY AND HAVING SHARE CAPITAL
COPIES OF
MEMORANDUM AND ARTICLES MUST BE GIVEN TO MEMBERS ON TOKEN CHARGES OF RS ONE .
CONTENTS OF MEMORANDUM
NAME CLAUSE
:-FIRST CLAUSE IS NAME CLAUSE. AS COMPANY IS LEGAL PERSON SO IT SHOULD HAVE
NAME.
IN CASE OF
PUBLIC LTD THE LAST WORD SHOULD BE LTD
IN CASE OF
PRIVATE COMPANY THE LAST WORD SHOULD BE PVT LTD
IN CASE OF
ONE PERSON COMPANY THE LAST WORD SHOULD BE (OPC)
NO COMPANY
SHALL BE REGISTERED WITH THE NAME WHICH IS PROHIBITED,UNDESIRABLE OR IDENTICAL WITH EXISTING COMPANY.
NAME CLAUSE
AS PER RULE 8
OF THE COMPANIES (INCORPORATION RULES) A PROPOSED NAME IS UNDESIRABLE IF IT :
- RESEMBLES WITH
THE NAME OF THE COMPANY IN EXISTENCE
- INFRINGEMENT OF
THE REGISTERED TRADE MARK
- VIOLATION OF
THE PROVISIONS OF THE EMBLEM AND NAME
IV.
( PREVENTION OF IMPROPER USE ACT)
. NOT OFFENSIVE TO THE ANY SECTION OF THE
PUBLIC
ONLY GOVT
COMPANY IS PERMITTED TO USE STATE WORD IN NAME
ALSO IF THE
PROPOSED NAME IS CONTAINING THE NAME OF CONTINENT,COUNTRY,STATE,CITY SUCH AS
ASIA LIMITED,AUSTRALIA LIMITED WILL NOT BE PERMITTED.
IN CASE OF
CHARITABLE COMPANIES THEY MAY NOT USE THE WORD LIMITED
THE COMPANIES
WHO ARE FORMED TO PROMOTE ART,SCIENCE,RELIGION ETC IF THEY DO NOT PAY DIVIDEND
BUT UTILIZING THE PROFIT IN THE WORKING OF THE COMPANY,THEY MAY DROP THE WORD
LIMITED
PUBLICATION
OF NAME
EVERY CO IS
REQUIRED TO PUBLISH ITS NAME OUTSIDE ITS REGISTERED OFFICE AND OUTSIDE EVERY
PLACE WHERE IT CARRY THE BUSINESS.
NAME SHOULD
BE ENGRAVED ON THE SEAL AND NAME ON ALL BUSINESS LETTERS,BILL HEADS,NOTICES AND THE OFFICIAL PUBLICATION OF THE COMPANY.
IN
CONTRAVENTION OF THE PROVISIONS COMPANY
AND ITS OFFICER SHALL BE LIABLE TO FINE UPTO RS 1000 FOR EACH DAY DEFAULT.
REGISTERED OFFICE CLAUSE
( SEC4(1)(b)
( SEC4(1)(b)
THE NAME OF
THE STATE WHERE THE REGISTERED OFFICE OF THE COMPANY IS TO SITUATED
SUCH OFFICE
MUST BE IN EXISTENCE ON AND FROM THE 15 TH DAY OF ITS INCORPORATION. NOTICE AND
EVERY CHANGE SHOULD BE GIVEN TO REGISTRAR WITH IN 15 DAY .
PERMANENT
ADDRESS AND RESIDENCE OF THE COMPANY AND ALSO DETERMINES THE DOMICILE OF THE
COMPANY.
ADDRESS OF
REGD OFFICE MUST BE SPECIFIED IN CORRESPONDENCE. IF ANY DEFAULT IS MADE COMPANY
AND EVERY OFFICER IN DEFAULT WHICH MAY EXTEND TO 1000 FOR EVERY DAY AND IT MAY
GO UP TO 1,00,000
IMPORTANCE OF
REGD OFFICE
PERMANENT
ADDRESS AND RESIDENCE OF THE COMPANY AND ALSO DETERMINES THE DOMICILE OF THE
COMPANY
ALSO
DETERMINES THE JURISDICTION OF THE COURT
PLACE OF
MAINTAINING OF VARIOUS REGISTERS,ACCOUNT BOOKS AND RECORD
OFFICIAL
ADDRESS FOR RECEIVING CORRESPONDENCE
ANNUAL
GENERAL MEETING OF THE COMPANY MUST BE HELD IN CITY OR TOWN IN WHICH THE
REGISTERED OFFICE IS SITUATED.
OBJECTS CLAUSE SEC 4(1)(C)
DEFINES THE
LIMIT AND EXTENT OF THE ACTIVITIES OF THE COMPANY.
OBJECTIVES
CLAUSE DIVIDED INTO TWO PARTS
- OBJECTS TO BE
PURSUED ON INCORPORATION ( MAIN CLAUSE).IF THE MAIN OBJECTS FAILED TO MATERIALIZE THEN TRIBUNAL MAY ORDER WINDING UP
- MATTERS WHICH
ARE NECESSARY FOR FURTHERANCE THEREFORE.NO NEW BUSINESS CAN BE COMMENCED
MENTIONED UNDER THE OBJECTS UNLESS PRIOR APPROVAL OF THE SHAREHOLDERS IS
TAKEN BY SPECIAL RESOLUTION.
LIABILITY CLAUSE( SEC 4(1)d
NATURE OF THE
LIABILITY
OMITTED FROM
THE MOA OF UNLIMITED COMPANY
ANY
ALTERATION IN MOA FORCING THE MEMBERS TO TAKE UP MORE SHARES OR WHICH INCREASES
THEIR LIABILITY NULL AND VOID
IF A COMPANY
CARRIES ON BUSINESS MORE THAN SIX MONTHS IF THE NUMBER FALLS BELOW STATUTORY
LIMIT ALL THE DEBTS CONTRACTED AFTER SIX MONTHS.
CAPITAL CLAUSE SEC (4)(1)(e)
MOA LIMITED
BY SHARES MUST STATE THE AUTHORIZED OR NOMINAL SHARE CAPITAL. ,DIFFERENT KINDS OF
SHARES
PUBLICATION
OF AUTHORIZED AS WELL AS SUBSCRIBED AND PAID UP CAPITAL
ASSOCIATION
OR SUBSCRIPTION CLAUSE (13)(4)(c)
WE THE SEVERAL PERSON WHOSE NAME AND ADDRESSES ARE SUBSCRIBED ARE DESIROUS OF BEING
FORMED INTO COMPANY IN PURSUANCE OF THE MOA AND WE RESPECTIVELY AGREE TO TAKE
THE NUMBER OF SHARES IN THE CAPITAL SET OPPOSITE OUR RESPECTIVE NAMES
MUST BE
SIGNED BY EACH SUBSCRIBER IN THE PRESENCE OF AT LEAST ONE WITNESS WHO ATTEST
THE SIGNATURES
NOMINATION CLAUSE(OPC)
DESCRIBE THE
NOMINEE IN THE EVENT OF DEATH OF THE SUBSCRIBER. PRIOR WRITTEN CONSENT OF THE
NOMINEE IN FORM INC 3,NOMINATION IN FORM INC 2. SHALL BE FILED AT THE TIME OF
INCORPORATION.
OBJECT CLAUSE
IN CASE OF
NON TRADING COMPANY WHOSE OBJECTS ARE NOT LIMITED TO ONE STATE .MUST SPECIFY
THE STATES TO WHOSE TERRITORIES THE OBJECTS EXTEND.
VERY
IMPORTANT CLAUSE IT SHOWS THE OBJECTS FOR WHICH IT IS FORMED. IT ALSO HIGHLIGHT
THE POWER AND BOUNDARY TO ACHIEVE ITS OBJECTIVES.
COMPANY
INCORPORATION RULES
TH E FOLLOWING
WILL NOT BE TAKEN INTO ACCOUNT IN DETERMINING WHETHER THAT NAME RESEMBLES WITH
EXISTING COMPANY:
THE WORD
PVT,(P).LTD,LIMITED,LLP,LIMITED LIABILITY PARTNERSHIP ETC
USING AT THE
END COMPANY,AND COMPANY
THE PLURAL VERSION OF ANY OF WORDS APPEARING IN THE NAME
SPACING BETWEEN LETTERS,PUNCTUATION 
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