The document summarizes the key aspects of a Memorandum of Association (MOA), which is one of the primary documents required for the incorporation of a company. It outlines the typical contents of an MOA, including the name, registered office, objectives, liability, capital, and subscription clauses. It also discusses how an MOA establishes the limitations and powers of the company. The MOA defines the relationship between the company and outsiders and acts as the foundation for the company's structure. Alterations to an MOA require special resolutions by shareholders and approvals by regulatory authorities depending on the clause being altered.
Inter - I Year - Commerce - Formation of a company - Important documents - Memorandum of Association - Its Clauses - Articles of Association - Contents - Prospectus
Need to obtain a certificate from the registrar of companies in order to commence a new business. Prospectus of a company and its related information will be discussed here.
Inter - I Year - Commerce - Formation of a company - Important documents - Memorandum of Association - Its Clauses - Articles of Association - Contents - Prospectus
Need to obtain a certificate from the registrar of companies in order to commence a new business. Prospectus of a company and its related information will be discussed here.
Introduction
Definition of company
Characteristics of company
Types of company
Formation of company
Memorandum of association
Article of association
Prospectus
Public deposits
Share & Share capital
Allotment of Shares
Members
Meetings
Winding up
The Indian Partnership Act, 1932 was enacted in India in 1932.THE INDIAN PARTNERSHIP ACT’ 1932 Section.4 of the Indian Partnership Act, 1932 defines Partnership in the following terms: “ Partnership is the relation between persons who have agreed to share the profits of a business carried on by all or any of them acting for all.”
"Section 464 of the Companies Act, 2013 empowers the Center Government to prescribe maximum number of partners in a firm but the number of partners so prescribed cannot be more than 100.The Central Government has prescribed maximum number of partners in a firm to be 50 vide Rule 10 of the Companies (Miscellaneous) Rules,2014.Thus, in effect, a partnership firm cannot have more than 50 members".
General duties of Partners[2]
The Partners shall run the business of the firm to the highest level of common advantage by being true to each other. They have to be accountable to one another and provide complete information of all the aspects of the firm , to any other partner or their legal representatives.
Duty of indemnification
Each partner shall indemnify the firm for any loss that occurred due to a fraud, in the conduct of the business.
Introduction
Definition of company
Characteristics of company
Types of company
Formation of company
Memorandum of association
Article of association
Prospectus
Public deposits
Share & Share capital
Allotment of Shares
Members
Meetings
Winding up
The Indian Partnership Act, 1932 was enacted in India in 1932.THE INDIAN PARTNERSHIP ACT’ 1932 Section.4 of the Indian Partnership Act, 1932 defines Partnership in the following terms: “ Partnership is the relation between persons who have agreed to share the profits of a business carried on by all or any of them acting for all.”
"Section 464 of the Companies Act, 2013 empowers the Center Government to prescribe maximum number of partners in a firm but the number of partners so prescribed cannot be more than 100.The Central Government has prescribed maximum number of partners in a firm to be 50 vide Rule 10 of the Companies (Miscellaneous) Rules,2014.Thus, in effect, a partnership firm cannot have more than 50 members".
General duties of Partners[2]
The Partners shall run the business of the firm to the highest level of common advantage by being true to each other. They have to be accountable to one another and provide complete information of all the aspects of the firm , to any other partner or their legal representatives.
Duty of indemnification
Each partner shall indemnify the firm for any loss that occurred due to a fraud, in the conduct of the business.
MOA and AOA.ppt bsnsjdnndhdhdjdjdjdjdndnjdjdjdjdjjd djjdjdhdndjdndjdjdherdogonmitchell
Abcbshdhdbbdd bsnsjdnndhdhdjdjdjdjdndnjdjdjdjdjjd djjdjdhdndjdndjdjdh to the company is the best friend at work and I am a little bit of a little bit of a little bit of
Document and Procedure for Registration of Company.pptxAnkit910384
Naresh Goyal is a non-resident Indian businessman and founder Chairman of Jet Airways. He started operating Jet Airways in 1993 with initial seed money from Tail Winds incorporated, Isle of Man
It is a presentation on basic introduction to the subject of CLSP - Documents of a Company.
This is published only for education and information purpose.
Improving profitability for small businessBen Wann
In this comprehensive presentation, we will explore strategies and practical tips for enhancing profitability in small businesses. Tailored to meet the unique challenges faced by small enterprises, this session covers various aspects that directly impact the bottom line. Attendees will learn how to optimize operational efficiency, manage expenses, and increase revenue through innovative marketing and customer engagement techniques.
Taurus Zodiac Sign_ Personality Traits and Sign Dates.pptxmy Pandit
Explore the world of the Taurus zodiac sign. Learn about their stability, determination, and appreciation for beauty. Discover how Taureans' grounded nature and hardworking mindset define their unique personality.
Unveiling the Secrets How Does Generative AI Work.pdfSam H
At its core, generative artificial intelligence relies on the concept of generative models, which serve as engines that churn out entirely new data resembling their training data. It is like a sculptor who has studied so many forms found in nature and then uses this knowledge to create sculptures from his imagination that have never been seen before anywhere else. If taken to cyberspace, gans work almost the same way.
Putting the SPARK into Virtual Training.pptxCynthia Clay
This 60-minute webinar, sponsored by Adobe, was delivered for the Training Mag Network. It explored the five elements of SPARK: Storytelling, Purpose, Action, Relationships, and Kudos. Knowing how to tell a well-structured story is key to building long-term memory. Stating a clear purpose that doesn't take away from the discovery learning process is critical. Ensuring that people move from theory to practical application is imperative. Creating strong social learning is the key to commitment and engagement. Validating and affirming participants' comments is the way to create a positive learning environment.
RMD24 | Retail media: hoe zet je dit in als je geen AH of Unilever bent? Heid...BBPMedia1
Grote partijen zijn al een tijdje onderweg met retail media. Ondertussen worden in dit domein ook de kansen zichtbaar voor andere spelers in de markt. Maar met die kansen ontstaan ook vragen: Zelf retail media worden of erop adverteren? In welke fase van de funnel past het en hoe integreer je het in een mediaplan? Wat is nu precies het verschil met marketplaces en Programmatic ads? In dit half uur beslechten we de dilemma's en krijg je antwoorden op wanneer het voor jou tijd is om de volgende stap te zetten.
Skye Residences | Extended Stay Residences Near Toronto Airportmarketingjdass
Experience unparalleled EXTENDED STAY and comfort at Skye Residences located just minutes from Toronto Airport. Discover sophisticated accommodations tailored for discerning travelers.
Website Link :
https://skyeresidences.com/
https://skyeresidences.com/about-us/
https://skyeresidences.com/gallery/
https://skyeresidences.com/rooms/
https://skyeresidences.com/near-by-attractions/
https://skyeresidences.com/commute/
https://skyeresidences.com/contact/
https://skyeresidences.com/queen-suite-with-sofa-bed/
https://skyeresidences.com/queen-suite-with-sofa-bed-and-balcony/
https://skyeresidences.com/queen-suite-with-sofa-bed-accessible/
https://skyeresidences.com/2-bedroom-deluxe-queen-suite-with-sofa-bed/
https://skyeresidences.com/2-bedroom-deluxe-king-queen-suite-with-sofa-bed/
https://skyeresidences.com/2-bedroom-deluxe-queen-suite-with-sofa-bed-accessible/
#Skye Residences Etobicoke, #Skye Residences Near Toronto Airport, #Skye Residences Toronto, #Skye Hotel Toronto, #Skye Hotel Near Toronto Airport, #Hotel Near Toronto Airport, #Near Toronto Airport Accommodation, #Suites Near Toronto Airport, #Etobicoke Suites Near Airport, #Hotel Near Toronto Pearson International Airport, #Toronto Airport Suite Rentals, #Pearson Airport Hotel Suites
Memorandum Of Association Constitution of Company.pptseri bangash
www.seribangash.com
A Memorandum of Association (MOA) is a legal document that outlines the fundamental principles and objectives upon which a company operates. It serves as the company's charter or constitution and defines the scope of its activities. Here's a detailed note on the MOA:
Contents of Memorandum of Association:
Name Clause: This clause states the name of the company, which should end with words like "Limited" or "Ltd." for a public limited company and "Private Limited" or "Pvt. Ltd." for a private limited company.
https://seribangash.com/article-of-association-is-legal-doc-of-company/
Registered Office Clause: It specifies the location where the company's registered office is situated. This office is where all official communications and notices are sent.
Objective Clause: This clause delineates the main objectives for which the company is formed. It's important to define these objectives clearly, as the company cannot undertake activities beyond those mentioned in this clause.
www.seribangash.com
Liability Clause: It outlines the extent of liability of the company's members. In the case of companies limited by shares, the liability of members is limited to the amount unpaid on their shares. For companies limited by guarantee, members' liability is limited to the amount they undertake to contribute if the company is wound up.
https://seribangash.com/promotors-is-person-conceived-formation-company/
Capital Clause: This clause specifies the authorized capital of the company, i.e., the maximum amount of share capital the company is authorized to issue. It also mentions the division of this capital into shares and their respective nominal value.
Association Clause: It simply states that the subscribers wish to form a company and agree to become members of it, in accordance with the terms of the MOA.
Importance of Memorandum of Association:
Legal Requirement: The MOA is a legal requirement for the formation of a company. It must be filed with the Registrar of Companies during the incorporation process.
Constitutional Document: It serves as the company's constitutional document, defining its scope, powers, and limitations.
Protection of Members: It protects the interests of the company's members by clearly defining the objectives and limiting their liability.
External Communication: It provides clarity to external parties, such as investors, creditors, and regulatory authorities, regarding the company's objectives and powers.
https://seribangash.com/difference-public-and-private-company-law/
Binding Authority: The company and its members are bound by the provisions of the MOA. Any action taken beyond its scope may be considered ultra vires (beyond the powers) of the company and therefore void.
Amendment of MOA:
While the MOA lays down the company's fundamental principles, it is not entirely immutable. It can be amended, but only under specific circumstances and in compliance with legal procedures. Amendments typically require shareholder
What are the main advantages of using HR recruiter services.pdfHumanResourceDimensi1
HR recruiter services offer top talents to companies according to their specific needs. They handle all recruitment tasks from job posting to onboarding and help companies concentrate on their business growth. With their expertise and years of experience, they streamline the hiring process and save time and resources for the company.
Attending a job Interview for B1 and B2 Englsih learnersErika906060
It is a sample of an interview for a business english class for pre-intermediate and intermediate english students with emphasis on the speking ability.
3. INTRODUCTION
IN order to incorporation of the company, promoters have to
deposit alongwith the application a copy of
• Memorandum of Association
• Articles of Association
• Prospectus.
These documents are called the primary document of
incorporation.
4. 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.
• It contains the relationship between the company and outsiders.
• No company can be registered under the Companies Act, 1956 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. DEFINITION
According to sec2(28) of Companies ACT 1956
Memorandum means:-
“Memorandum of Association of a company as
originally framed or altered from time to time in
pursuance of any previous companies law or of this
Act”.
8. PURPOSE
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, under old and new
Companies Act (sec14)
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 guarantee not having
a share capital
Table-B Table-C
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 having a share capital Table-E --------
10. PRINTING AND SIGNATURE OF
MEMORANDUM(sec15)
(SEC15)of this Act , 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(sec13)
The Name clause
The Registered clause
The Object clause
The Liabilities clause
The Capital clause
The Association or subscription clause
12. 1.NAME CLAUSE [SEC 13(1)(A)]
NAME CLAUSE SEPARATE NAME SEPARATE IDENTITY
APPROVAL FROM
ROC(REGISTRAR
OF COMPANY)
AVAILABLE NAME
SHOULD NOT
BE
UNDESIRABLE
WHEN EXISTING COMPANY IS
REGISTERED WITH THIS NAME
REGD.TRADE MARK
USE OF WORD
EITHER
PUBLIC COMPANY
PRIVATE COMPANY
Limited
Private Limited
Exp:- “BUTTERCUP
DAIRY COMPANY”
V/S
“BUTTERCUP
MARGARINE
COMPANT Ltd”
13. NAME CLAUSE [sec13(1)(A)]
Prohibited names
should not be used
•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.
USE of some key words
according to authorised
capital
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. USE of some key words according to authorised
capital
15. PUBLICATION OF NAME(SEC 147)
NAME OF THE COMPANY AND ADD
PAINTED PRINTED
•Registered
office wall.
•Place of
business
•Letter heads.
•Negotiable
instruments.
•Bill.
•Official
document.
Only name
Company common seal
Penalty 500rs
per day
Penalty 5000rs
Penalty 5000 RS
16. 2. REGISTERED OFFICE Clause of Memorandum
of Association[sec 13(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. 3. Objects Clause of Memorandum of
Association [sec13(1)(c)& (d)]
• 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. 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. 4. Liability Clause of Memorandum of Association
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. Liability Clause of Memorandum of
Association
• 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. .
5. Capital Clause of
Memorandum of Association
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. 6. Subscription Clause of Memorandum of
Association
• 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. ALTERATION OF MEMORANDUM
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. 1. 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.(SEC 21)
• 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.[(SEC21(1)(a)]
25. 2.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. 3.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. 4.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. 5.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.