Management-Memorandum of association, Brief description of memorandum of association ,registered office clause ,liability clause

1. TRINITY INSTITUTE OF PROFESSIONAL STUDIES
Sector – 9, Dwarka Institutional Area, New Delhi-75
Affiliated Institution of G.G.S.IP.U, Delhi
B.Com (H) 3rd Semester
Corporate Law
By JYOTI SAINI

2. TRINITY INSTITUTE OF PROFESSIONAL STUDIES
Sector – 9, Dwarka Institutional Area, New Delhi-75
Memorandum of Association
NAME CLAUSE
REGISTERED OFFICE CLAUSE
OBJECT CLAUSE
LIABILITY CLAUSE
CAPITAL CLAUSE
SUBSCRIPTION CLAUSE

3. TRINITY INSTITUTE OF PROFESSIONAL STUDIES
Sector – 9, Dwarka Institutional Area, New Delhi-75
REGISTERED OFFICE CLAUSE
Mention Name of the State in which Registered office is
situated.
It is required to know the Domicile of the company.
After Incorporation every Company has to…..
Fix the place of
Registered Office
Within 15 days of
Incorporation
Have to furnish the Documents for
Verification of Address place
Within 30 days of Incorporation

4. TRINITY INSTITUTE OF PROFESSIONAL STUDIES
Sector – 9, Dwarka Institutional Area, New Delhi-75
OBJECT CLAUSE
Members are free to chose the Objective of the Company
Creditors
Need of this clause---To Protect the Interest of Members
Public
Points to be kept in mind while drafting Object Clause are----
• It should not be ILLEGAL
•Must not be against the provisions of Companies Act
•Must not be against PUBLIC POLICY
•Must be CLEAR AND DEFINITE

5. TRINITY INSTITUTE OF PROFESSIONAL STUDIES
Sector – 9, Dwarka Institutional Area, New Delhi-75
LIABILITY CLAUSE
Limited Liability
Shares Guarantee
Upto the unpaid limited up to the
amount of shares contribution
undertaken
Unlimited Liability

6. TRINITY INSTITUTE OF PROFESSIONAL STUDIES
Sector – 9, Dwarka Institutional Area, New Delhi-75
CAPITAL CLAUSE sec4(1)(e)
Total Capital
Number of shares in which capital is divided
In case of EQUITY SHARES -----Denomination
should be either 10 Rs. or 100 Rs each
In case of PREFERENCE SHARES----
Denomination should be of 100 Rs. each

7. TRINITY INSTITUTE OF PROFESSIONAL STUDIES
Sector – 9, Dwarka Institutional Area, New Delhi-75
ASSOCIATION CLAUSE (sec 3)
DECLARATION OF ASSOCIATION ---1. Made by the Signatories of
MoA
2.Duly attested by witness
3.There must be 2 & 7 in
case of Private & Public co.
That they desire to be formed into a company
They agree to purchase shares against their name

8. TRINITY INSTITUTE OF PROFESSIONAL STUDIES
Sector – 9, Dwarka Institutional Area, New Delhi-75
ALTERATIONS IN MOA
•Section 13 of the Companies Act says that a
company may alter the provisions contained in
its MoA with the approval of its members
through a Special Resolution.
•No alternations shall have any effect unless its
is registered with the Registrar.

9. TRINITY INSTITUTE OF PROFESSIONAL STUDIES
Sector – 9, Dwarka Institutional Area, New Delhi-75
Alterations in Name Clause
1. Change in Name
by Special
Resolution
Sec13(2)
1. Pass Special
Resolution
2. Approval of the
C.G
Notice to
Registrar
within
2. Change of
Name not Allowed
If company Defaults
in filing ………
•Annual Returns
•Any document due for filing with Registrar
15 days
of such
3. Change in
name by Ordinary
Resolution
Sec16(1)
1. Directed by C.G
2. Passing
Ordinary R
within 3
months of
direction
1. Petition made to C.G within 3 yrs of
incorporation of the said Co.
2. Passing Ordinary R within 6 mths of
such direction
3. If default is made in complying , fine of
Rs 1000 per day to Co.
fine between 5000-100000 to Officers.
change &
then the
Registrar
will issue
new COI

10. TRINITY INSTITUTE OF PROFESSIONAL STUDIES
Sector – 9, Dwarka Institutional Area, New Delhi-75
Alterations of Registered Office
1. Change within same
city
Ordinary Resolution Notice to Registrar within 15
days of such Resolution
2 .From 1 city to another
city but within same
state
Passing Special Resolution Notice to Registrar within 15
days
+
A copy of Special R.
3. From 1 city to
another city involving
change in Jurisdiction
Special Resolution
+
Confirmation from
Regional Director
( Form & fees, publication ,
notice)
Within 60 days…. filing
confirmation with ROC
+
Altered copy of MOA
( Registrar will certify the
Registration within 30 days &
new COI is issued)

11. TRINITY INSTITUTE OF PROFESSIONAL STUDIES
Sector – 9, Dwarka Institutional Area, New Delhi-75
4. From 1 state to another state
Passing Special Resolution
Obtaining C.G approval by application ( Form INC 28)along with documents(
advertising , notice, SEBI ,R)
C.G gives approval within 60 days of the application made
Filing of Documents with Registrar---Copy of Special R
Copy of C.G
Of both the States approval
Former Registrar send all Documents to New Registrar
New Registrar will issue a fresh COI

12. TRINITY INSTITUTE OF PROFESSIONAL STUDIES
Sector – 9, Dwarka Institutional Area, New Delhi-75
Change in Object Clause
For which money is not raised
through Prospectus
For which money is raised
through Prospectus
1. To pass Special Resolution
2. Filing of copy of Special
Resolution & altered MoA
with Registrar
3. Registrar will issue a fresh
COI
1. To pass Special Resolution
……sec13(8)……(.notice)
2. Publishing details of SR in 1 English
and 1 Vernacular Language news paper
where the Registered Office is situated
& on Company Website …sec13(8)(i)
3. Opportunity to dissenting Shareholders
to exit
4. Filing a copy of SR & altered MoA with
Registrar
5. Registrar will issue a fresh COI within 30
days

13. TRINITY INSTITUTE OF PROFESSIONAL STUDIES
Sector – 9, Dwarka Institutional Area, New Delhi-75
Alterations of Liability Clause
From Limited to
Unlimited
Club or similar
associations
Unlimited to
Limited
1. Passing SR
2 Filing a copy of SR
with Registrar within
30 days
3 To obtain Consent of
the concerned person
in writing
1. Passing SR
…..written consent is not
required
1. By Re-registration of
the company…
Re-registration will not
affect any debts,
liabilities, obligations
or contracts entered
into by or with the
company before
registration as a
limited Co.

14. TRINITY INSTITUTE OF PROFESSIONAL STUDIES
Sector – 9, Dwarka Institutional Area, New Delhi-75
Alteration in Capital Clause
Alterations in Share Capital
sec(61)
Reduction of Share Capital….sec(66) Variation of the Rights of
Shareholders…sec(68)
• Increasing its Authorized Share
Capital
• Consolidate all or any of its
shares
• Cancel shares
• Subdivide its shares
• Procedure……
1. Passing OR
2. If AOA doesn't permit then pass
a SR to alter it
• Fine …..1000Rs per day or Rs 5
lack….which ever is less
•By extinguishing the Liability of its shares
in respect of unpaid share capital
•Pay off which is in excess of the wants of
the company
•Procedure…..
1. Passing SR
2. If AOA doesn't permit then pass a SR
to alter it
3. Application to Tribunal for
confirmation (Inform)
4. Publication of Tribunal confirmation(
5lack -25 lack)
5. Filing documents…
Penalty……….6 mths to 10 years…fine
not less than amt
1. Altering AOA & MOA
2. Special Resolution
• Rights of Dissenting
shareholders within 21
days of above Resolution
…( more than 10% of
holders of issued share
capital )
Penalty -----6 mths to 10
years & fine not less than
the amount involved in
fraud