2. Memorandum of Association
IN order to incorporation of the company,
promoters have to deposit along with the
application a copy of
• Memorandum of Association
• Articles of Association
• Prospectus.
These documents are called the primary
document of incorporation.
3. Memorandum of Association
• It is the first and the most important document to be
filled with the registrar at the time of formation of a
company.
• it is in fact the foundation on which the structure of
the company is based.
• MOA is the charter of the company and define the
company limitations and the powers of the company.
• it contains the powers, scope, fundamental
conditions for guidance and benefit of creditors
,shareholders and outsiders who deal with the
company.
4. Memorandum of Association
• It contains the relationship between the
company and outsiders.
• No company can be registered under the
Companies Act, 2013 without the MOA.
• MOA is a public document and every person
who deals with the company is presumed to
have a sufficient knowledge of its contents
and provisions.
5. Memorandum of Association
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”.
6. Memorandum of Association
DEFINITION
According to Section 2(56) of the Companies
Act, 2013
“memorandum” means the memorandum of
association of a company as originally framed
and altered from time to time in pursuance of
any previous company law or this Act.
7. Memorandum of Association
PURPOSE THIRD PARTIES
work related
contract
whether this is
within the
Object power,
scope
of the company.
SHAREHOLDERS
Investment
Amount of
risk involved
8. Memorandum of Association
The main purpose of MOA is to enable
shareholders, creditors and all those who
deals with the company to know what is
its permitted range of enterprise.
9. FORM OF MEMORANDUM
Types of company Table of the
schedule1 of
Companies Act,
2013
Table of the
schedule1 of
Companies Act,
1956
Company limited by shares
Table-A Table-B
Company limited by shares
Table-A Table-B
Company limited by shares Table-A
Table-B
Company limited by
guarantee not having
a share capital
Table-B Table-C
Company limited by
guarantee not having
a share capital
Table-B Table-C
Company limited by guarantee not
having
a share capital
Table-B Table-C
Company limited by
guarantee having a
share capital
Table-C Table-D
Company limited by
guarantee having a
share capital
Table-C Table-D
Company limited by guarantee having
a
share capital
Table-C Table-D
Unlimited company not
having a share
capital
Table-D Table-E
Unlimited company not
having a share
capital
Table-D Table-E
Unlimited company not having a share
capital
Table-D Table-E
Unlimited company having a
share capital Table-E --------
Unlimited company having a
share capital Table-E --------
Unlimited company having a share
capital Table-E --------
10. Memorandum of Association
PRINTING AND SIGNATURE OF MEMORANDUM
Section 15, Companies Act 2013
• MOA MUST BE printed
•Divided into paragraphs
•Serially Numbered
•Signed by 7 members-public company
& 2 members- Pvt co.
•In the presence of at least one witness
who will attest the signature.
11. CONTENTS OF MEMORANDUM
Section 4(1), Companies Act, 2013
The Name clause [S.4(1)(a)]
The Registered clause[S.4(1)(b)]
The Object clause[S.4(1)(c)]
The Liabilities clause[S.4(1)(d)]
The Capital clause [S.4(1)(e)]
The Association or subscription clause[S.4(1)(f)]
12. Memorandum of Association
NAME CLAUSE Section 4(1)(a)
NAME CLAUSE NAME SEPARATE NAME NAME CLAUSE
SEPARATE NAME
SEPARATE IDENTITY
APPROVAL FROM
ROC(REGISTRAR
OF COMPANY)
AVAILABLE NAME
SHOULD NOT
BE
UNDESIRABLE
USE OF WORD
EITHER
WHEN EXISTING
COMPANY IS
REGISTERED WITH
THIS NAME
REGD.TRADE
MARK
Limited
Private Limited
Exp:- “BUTTERCUP
DAIRY COMPANY”
V/S
“BUTTERCUP
MARGARINE
COMPANT Ltd”
PUBLIC
COMPANY
PRIVATE
COMPANY
13. Memorandum of Association
NAME CLAUSE Section 4(1)(a)
Prohibited names
should not be used
USE of some key words
according to authorised
capital
•U.N.O and World Health Organisation.
•Indian National Flag.
•The official seal and Emblem of Central
and
State Govt.
•The name and pictorial representation of
Mahatma Gandhi and Prime Minister of
India.
If a company uses some key words in its
name, it must have a minimum
authorised
capital .
EXP:- IF A COMPANY USES THE
WORED CORPORATION IN ITS NAME, IT
MUST HAVE A MINIMUM AUTHORISED
CAPITAL OF RS5 crore .
14. Memorandum of Association
USE of some key words according to authorized
capitalS.No. Key Words Required
authorized capital
(in Rs.)
1. Corporation , corp., corpn., corp. 5 crore
2. International,
global,world,overseas,universal,continent,intercontine
ntal,asiatic,asian being the first wod of the name
1 carore
3. If any of the words at (2) above is used within the
name [with or without brackets]
50 Lakhs
4. Hindustan, India, Indo, Bharat, Bharatvarsh, bhartiya or
any other country’s name being first word of the name
50 Lakhs
5. If any of the words at (4) above is used within the
name [with or without brackets]
5 Lakhs
6. Industries/ Udyog 1 Crore
7. Enterprises, products, business, manufacturing,
vanture
10 Lakhs
15. Memorandum of Association
PUBLICATION OF NAME
NAME OF THE COMPANY AND ADD
Penalty 5000 RS
Company common seal
Only name
•Letter heads.
•Negotiable
instruments.
•Bill.
•Official
document.
•Registered
office wall.
•Place of
business
Penalty 5000rs
Penalty 500rs
per day
PRINTED
PAINTED
16. Memorandum of Association
REGISTERED OFFICE Section 4(1)(b)
• In this clause, the name of the State where the Company’s
registered office is located should be mentioned.
• Registered office means a place where the common seal,
statutory books etc., of the company are kept.
• The company should intimate the location of registered
office to the registrar within 30 days from the date
of incorporation or
commencement of business.
• If default is made in complying with these requirement,
the company and every officer of the company who is in
defaults shall be punishable with line which may extend
to RS 50 for every day during which default continues.
17. Memorandum of Association
Objects Clause Section 4(1)(c)
• This clause specifies the objects for which
the company is formed.
• It is difficult to alter the objects clause later on.
Hence, it is
necessary that the promoters should draft
this clause carefully.
• This clause mentions all possible types of
business in which a company
may engage in future.
• The objects clause must contain the important
objectives of the company and the other
objectives not included above.
18. Memorandum of Association Objects
Clause Section 4(1)(c)
Types of objects clause
• MAIN OBJECT:- THE main objects to be pursued by
the company on incorporation. Exp main object of the
company is manufacturing cloths.
• Objects incidental or ancillary .:- to the attainment of
the main object. Exp raw material
• Other objects:- This clause include other objects which
are not main objects of the company.
19. Memorandum of Association
Liability Clause Section 4(1)(d)
This clause states the liability of the
members of the company.
The liability may be limited by shares
or by guarantee.
Company limited by shares:-
In the case of company limited
by shares no member can be called
upon to pay more than unpaid value
of the shares held by him. In the case of fully
paid, he shall not be required to pay any
more even if the company
owes huge debts to its creditors.
20. Memorandum of Association
Liability Clause Section 4(1)(d)
COMPANY LIMITED BY GURANTEE, NOT HAVING
SHARE CAPITAL:-
A member of a company limited by guarantee not
having share capital cannot be called upon to
contribute an amount more than his guarantee
in the event of liquidation of the company.
• COMPANY LIMITED BY GUARANTEE but HAVING
A SHARTE CAPITAL:-
The members cannot be called upon to contribute
more than the amount guaranteed by them and
the amount unpaid on their shares , if any.
21. Memorandum of Association
Capital Clause Section 4(1)(e)
This clause mentions the maximum amount
Of capital that can be raised by the company.
The division of capital into shares is also
mentioned in this clause.
The company cannot secure more
capital than mentioned in this clause.
if some special rights and
privileges are conferred on any type of
shareholders mention may
also be made in this clause
22. Memorandum of Association
Subscription Clause Section 4(1)(f)
It contains the names and addresses
of the first subscribers.
The subscribers to the Memorandum
must take at least one share.
The minimum number of members
is 2 in case of a private company
and 7in case of a public company.
23. Memorandum of Association
ALTERATION
Provisions relating to alteration of Memorandum
•The following are the provisions related to alteration
in
• Name Clause,
•Objects Clause,
•Liability Clause,
• Capital Clause and
•Subscription Clause.
Alter means change.
Alteration in the Memorandum of Association can
be carried out only by a special resolution at the
Shareholders meeting.
24. Alteration of Name Clause in Memorandum
of Association
SPECIAL RESOLUTION:-
A company may by passing a special resolution alter is
name with the approval of the Central Government. If
the alteration involves change of the name to private
limited or public limited, permission of Central
Government is not required.
• ORDINARY RESOLUTION:-
In case a company has been registered with a name
which resembles a name of an existing company, the
Central Government may ask it to change its name. In
such case ordinary resolution is sufficient.
25. CHANGE OF REGISTERED OFFICE
CHANGE WITHIN THE SAME CITY:-
In case registered office has to be shifted within the same city,
town or village, one place to another , ALL that is required
of the board of directors and the notice to be given to the
Registrar within 30 days of the change.
CHANGE FROM ONE CITY TO ANOTHER CITY IN THE
SAME STATE:-
In case registered office has to be shifted
from one town to another town or one village to another
village , within a same state, a special resolution has to be
passed at a meeting of the shareholders and a copy of the
said resolution is to be filed with registrar within 30 days of
the passing of the resolution. notice of the new location must
be given to the registrar within the 30 days of the shifting
of the office.
26. Alteration of Objects Clause in
Memorandum of Association
A company can alter is objects clause by passing a special
resolution. Alteration of objects clause can be done for the
following reasons:
• 1. For the purpose of carrying on its business more
economically and efficiently.
• 2. For the purpose of obtaining the main business of the
company by new and improved means
• 3. For the purpose of enlarging or changing the local area of
its operations.
• 4. For the purpose of carrying on some business, which may
be conveniently or advantageously combined with the
existing business.
27. Alteration of Liability Clause in
Memorandum of Association
The liability clause can be altered only when a
public company is converted to a private
company.
28. Alteration of Capital Clause in
Memorandum of Association
A company can alter its capital clause by passing an
ordinary resolution in a general meeting. Alteration of
capital may relate to:
• Sub division of shares
• consolidation of shares
• conversion of shares into stock and cancellation of
unsubscribed capital.
Within thirty days of passing a resolution, the altered
Articles and Memorandum have to be submitted to
the Registrar.
29. If you have any query you may mail me @
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