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³Memorandum Of Association´
h Why Memorandum?
G Share Holders.
G Creditors.
h Definition [Sec. 2(28)]
³Memorandum means Memorandum of
Association of a Company as originally
framed or as altered from time to time in
pursuance of any previous Company law
or of the Companies Act of 1956.´
 



 

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³Name Clause´ [Sec. 13(1)(a)]

h §ndesirable name to be avoided.

h Injunction if identical name adopted.
h Limited or Private limited as the last
words of the name.
h Prohibition of using certain names
and symbols.
³Registered Office Clause´ [Sec 3(1)(b)]

h =very company should have it¶s Fixed

Office.
h Notice of the situation of the Office
within 30 days of incorporation.
³Object Clause´ [13(1)(c)(d)]

h Object both defines and confines the

powers of Company.
h §seful for both Share holders and
Creditors.
³The Capital Clause´[Sec 13(4)(a)]

h Fixed share capital with which the

Company is to be installed.
h Fixed capital with which it is
registered is called ³Registered
Capital´.
³The Liability Clause´ [Sec. 13(2)]

h Company limited by Shares or by

Guarantee shall also state the liability
of its members.
h If the number of members falls below
the statutory minimum, then the
members who are a part of the
company are responsible for the
debts.
³The Association Clause´ [13(4)(c)]

h We the persons whose names and

addresses are incorporated in the
Memorandum, agree to take the
number of Shares in the Capital.
³Alteration Of Memorandum Of Association´

h Change Of Name.
h Change of Registered Office.
h Alteration of Objects.
h Change in Liability Clause.
h Change in capital.
     

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³Articles of Association[sec.2(2)]´

h Definition:-
³The Articles of Association of a company
as originally framed or as altered from
time to time in pursuance of this Act,
including so far as they apply to the
Company, the regulations contained in
Table A in Schedule I annexed to this
Act´
³Properties of AOA´

h Next important to Memorandum of

Association´

h Must not violate the Memorandum

and the Act .
³Content of Articles´
h Share Capital &Variation
of rights.
h Lien of Company on
Shares.
h Calls on shares
h Share Certificate
h Transfer of Shares
h Transmission
h Forfeiture of Shares
h Conversion of Shares
with Stocks
h Share warrants
h Alteration of Share
Capital
h General Meeting
h Proceedings at general
meetings.
h Notes by members.
h Board of Directors and
their Powers.
h Capitalization.
h Winding §p.
³Application of AOA´
h §nlimited Companies.
h Companies limited by Guarantee.
G Having share Capital.
G Do not have Share Capital.
h Private Company.
G Restricting number of members.
G Right to transfer of Shares
G Prohibition of any Public involvement.
³Alteration Of Articles´
h Must not be inconsistent with the Act.
h Must not Conflict with Memorandum
h Must not sanction anything illegal.
h Must be benefit for the company.
h Must not increase Liability of Members.
h Alteration by Special resolution.
h Approval of Government when Public
Company is converted into Private
company.
 ³MOA´
h It is the Charter of the
company indicating the
nature of its Business.
h It defines the Scope of the
Activities of the Company.
h It being the Charter of the
Company is the ³Supreme
Document´
h =very Company Must have
its own Memorandum.
h There are strict Restrictions
on its alteration.
h §ltra wires the
Memorandum is wholly
void.
³AOA´
h They are regulations for the
internal management of the
Company.
h They are the rules for
carrying out the Objects of
the company.
h They are Subordinate to the
Memorandum.
h A company limited by
shares need not have
Articles of its own. Table A
h Can be altered by Special
resolution.
h §ltra Vires the Articles can
be confirmed.