2. Introduction
Memorandum of association and articles of
association are the most important document
of company. Memorandum of association is a
charter of the company. it contains the
relationship between company and outsiders
The Article of association is a document
which contains the constitution of company. it
Lays down the rules and regulations for the
administration of company.
3. Memorandumof Association
Memorandum of association:-
It is the first and the most important
document to be field with the registrar of
companies for incorporation of Companies.
• it defines powers and scope of companies
activities. Thus, a company cannot act beyond the
provision of memorandum and if Company Acts
beyond the provision of memorandum it amounts
“ultra virus act” and is “void”.
4. Contents of memorandum of
association
Name clause :-
The name should not be same to that of company,
which is already in existence. it should not be undesirable In the
opinion of the central government.
the last word and words of the name must be “LTD.” in case
of a public limited company and “private LTD.” in case of a private
limited company
Registered office clause:-
It contains the place and state in which the
registered office of the proposed company is situated. The
registered office is required to be situated from the date when the
business is started or within 30 days of its Incorporation.
5. Object clause:-
It contains the objects, for which the company is formed.
An act beyond these object is declared as an “Ultra virus act”.
• An Ultra virus act is “void” (illegal) and cannot be
ratified even if all the members wish to ratify it.
Capital clause:-
It contains the capital structure of the company.A
company cannot issue more shares then are authorised for the
timebeing by the memorandum.
6. Liability clause:-
It contains the nature of liability of its member. This
clause is omitted in case of an unlimited company.
The memorandum of a company limited by shares or by
guarantee shall also state that the liability of its members
limited. This means that the members can only be called upon to
pay to the company at anytime the unpaid amount on the shares
held by them or up to the maximum of the amount which they
have granted.
If company wants to change his memorandum then it must be
permission of central govt.
7. Articles Of Association
It is a document containing regulation for internal management
of the affairs of the company.
A.O.A. is the second and most important document to be field
with the registrar of companies for incorporation of company.
It is the charter of company, which contains Rules, regulation
and bye-laws of the company.
It regulates Internal management of company
8. Contents of Articles
1) Rules & Regulation
2) Preliminary Contracts
3) Lien on members share
4) Transfer and forfeiture of share.
5) General Or Special meetings
6) Accounts And Audit.
7) Winding up procedure.
