2. DEFINITION
“Memorandum 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.”
“Memorandum Of
Association”
3. “Memorandum
Clauses” 01 02 03
04 05 06
Name
clause
Registered
Office clause
Association
Clause
Liability
Clause
Object
Clause
Capital
Clause
4. “Alteration Of Memorandum Of
Association”
Change Of Name.
Change of Registered Office.
Alteration of Objects.
Change in Liability Clause.
Change in capital.
5. DEFINITION
“The 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”
“Articles Of Association”
6. Content of Articles
Share Capital &Variation of rights.
Lien of Company on Shares.
Calls on shares
Share Certificate
Transfer of Shares
Transmission
Forfeiture of Shares
Conversion of Shares with Stocks
Share warrants
Alteration of Share Capital
General Meeting
Proceedings at general
meetings.
Notes by members.
Board of Directors and their
Powers.
Capitalization.
Winding Up.
7. “Alteration Of Articles”
Must not be inconsistent with the Act.
Must not Conflict with Memorandum
Must not sanction anything illegal.
Must be benefit for the company.
Must not increase Liability of Members.
Alteration by Special resolution.
Approval of Government when Public Company is converted into Private
company.
8.
9. AOA
They are regulations for the internal management
of the Company.
They are the rules for carrying out the Objects of
the company.
They are Subordinate to the Memorandum.
A company limited by shares need not have
Articles of its own. Table A
Can be altered by Special resolution.
Ultra Vires the Articles can be confirmed.
MOA
It is the Charter of the company indicating the
nature of its Business.
It defines the Scope of the Activities of the
Company.
It being the Charter of the Company is the
“Supreme Document”
Every Company Must have its own Memorandum.
There are strict Restrictions on its alteration.
Ultra wires the Memorandum is wholly void.
