This document provides an overview of a company's Memorandum of Association (MOA). It discusses that the MOA is the fundamental constitutional document of a company that defines its objectives and powers. The MOA establishes the company's name, registered office location, objectives, liability of members, amount of share capital, and rules around shareholder subscription. It also discusses the key clauses that must be included in the MOA like name, registered office, objectives, liability, and capital. The document notes that the MOA establishes the doctrine of constructive notice, meaning any person dealing with the company is assumed to have read and understood the MOA.
Incorporation of One Person Company under Companies Act 2013Megha Aggarwal
No need to have a co-founder. Even one man show can incorporate a Company and enjoy the benefits of limited liability and separate legal entity.
All sole proprietors should go for OPC
Incorporation of One Person Company under Companies Act 2013Megha Aggarwal
No need to have a co-founder. Even one man show can incorporate a Company and enjoy the benefits of limited liability and separate legal entity.
All sole proprietors should go for OPC
This ppt. includes brief about the Memorandum of Association (MOA) and Clauses of Regulatory Framework of Companies :-
1.Introduction, meaning and importance of MOA
2.Purpose of MOA and Contents
3 Clauses of MOA well defined and tuned
A company, formed and registered under the Companies Act (1994), is regarded by law as a single person, having specified rights and obligations (Duties/Responsibilities). The law confers on a company a distinct legal personality, with perpetual succession and a common seal. Therefore a company is different from its members and the individuals composing it.
7 Reasons to Register One Person Company in IndiaStartupwala
Complete Guide on One Person Company Registration in India, How to Register OPC helping the Starting One Man Company, Benefits of OPC Incorporation in Mumbai, Pune, Bangalore, Delhi, Chennai & all over India.
This ppt. includes brief about the Memorandum of Association (MOA) and Clauses of Regulatory Framework of Companies :-
1.Introduction, meaning and importance of MOA
2.Purpose of MOA and Contents
3 Clauses of MOA well defined and tuned
A company, formed and registered under the Companies Act (1994), is regarded by law as a single person, having specified rights and obligations (Duties/Responsibilities). The law confers on a company a distinct legal personality, with perpetual succession and a common seal. Therefore a company is different from its members and the individuals composing it.
7 Reasons to Register One Person Company in IndiaStartupwala
Complete Guide on One Person Company Registration in India, How to Register OPC helping the Starting One Man Company, Benefits of OPC Incorporation in Mumbai, Pune, Bangalore, Delhi, Chennai & all over India.
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REQUIRED1. REGISTER A PROPRIETARY Ltd COMPANY(Check the att.docxsodhi3
REQUIRED:
1. REGISTER A PROPRIETARY Ltd COMPANY
(Check the attached Form 201)
Make a Constitution
2. THE INTERNAL MANAGEMENT OF THE COMPANY IS TO BE GOVERNED BY A COMBINATION OF REPLACEABLE RULES AND A CONSTITUTION - NB SECTIONS 134 AND 135
3. THE COMPANY IS TO HAVE A CLASS OF ORDINARY SHARES AND A CLASS OF REDEEMABLE PREFERENCE SHARES NB SECTIONS 254A (2 )AND (3)
Running head: CORPORATION ACT 2011 1
CORPORATION ACT 2011 5
Corporation Act 2011
Student name
Course
Corporation Act 2011
Part 2
(1) Section 198A
This section deals with the powers of the director of the any firm and the negotiable tool that can be used by a director. This part describes what the role of the director is to any organization and his or her limitation in the organization. In any case, each firm whether a proprietor or a corporation must have a director who assumes the responsibility of managing the firm. This has been included in the act due to the emergence of a myriad of many firms under whom no face would be reached (CCH Australia Limited, 2011). Such organization would be registered by people who do not have valid identification making it easier for them to commit a fraud and go unpunished. The insistent on having a direct at the firm has come to cure poor management in the firm where the proprietors of several firms would not take responsibility for the operational compliance of their firm to the various legislations. In addition, this has been consolidated into the Corporation Act 2001 as a way of consolidating the various laws governing the operations of the firms for an easier and quicker emphasis on the roles of the firm directors (Commonwealth Consolidated Acts, 2016).
(2) Section 191
This section deals with conflict of interest in the operations of the firms. Director may have personal material interest in some of the activities of the firm that may affect the operations of the firm and case an ethics violation, which may hurt the firm in many ways (Commonwealth Consolidated Acts, 2016). The section places a responsibility on the director to make it discloser to other directors of any personal interests that may cause conflicts of interest. The section goes ahead to give some of the condition under which the director is not required to make a disclosure of the conflict of interest such as areas that the conflict may arise because of director remuneration or in any deal with the firm is not obligated to have responsibility. This section comes in handy to deal with the various issues of conflict of interest in the previous occasion that would lead firms to fail. Directors would guide business into areas where they have their own personal interest and have conflict of interest when dealing with business either related to them or they have special intere ...
The Companies Act 2013 is an Act of the Parliament of India on Indian company law which regulates incorporation of a company, responsibilities of a company, directors, dissolution of a company.
Matthew Professional CV experienced Government LiaisonMattGardner52
As an experienced Government Liaison, I have demonstrated expertise in Corporate Governance. My skill set includes senior-level management in Contract Management, Legal Support, and Diplomatic Relations. I have also gained proficiency as a Corporate Liaison, utilizing my strong background in accounting, finance, and legal, with a Bachelor's degree (B.A.) from California State University. My Administrative Skills further strengthen my ability to contribute to the growth and success of any organization.
Lifting the Corporate Veil. Power Point Presentationseri bangash
"Lifting the Corporate Veil" is a legal concept that refers to the judicial act of disregarding the separate legal personality of a corporation or limited liability company (LLC). Normally, a corporation is considered a legal entity separate from its shareholders or members, meaning that the personal assets of shareholders or members are protected from the liabilities of the corporation. However, there are certain situations where courts may decide to "pierce" or "lift" the corporate veil, holding shareholders or members personally liable for the debts or actions of the corporation.
Here are some common scenarios in which courts might lift the corporate veil:
Fraud or Illegality: If shareholders or members use the corporate structure to perpetrate fraud, evade legal obligations, or engage in illegal activities, courts may disregard the corporate entity and hold those individuals personally liable.
Undercapitalization: If a corporation is formed with insufficient capital to conduct its intended business and meet its foreseeable liabilities, and this lack of capitalization results in harm to creditors or other parties, courts may lift the corporate veil to hold shareholders or members liable.
Failure to Observe Corporate Formalities: Corporations and LLCs are required to observe certain formalities, such as holding regular meetings, maintaining separate financial records, and avoiding commingling of personal and corporate assets. If these formalities are not observed and the corporate structure is used as a mere façade, courts may disregard the corporate entity.
Alter Ego: If there is such a unity of interest and ownership between the corporation and its shareholders or members that the separate personalities of the corporation and the individuals no longer exist, courts may treat the corporation as the alter ego of its owners and hold them personally liable.
Group Enterprises: In some cases, where multiple corporations are closely related or form part of a single economic unit, courts may pierce the corporate veil to achieve equity, particularly if one corporation's actions harm creditors or other stakeholders and the corporate structure is being used to shield culpable parties from liability.
Guide on the use of Artificial Intelligence-based tools by lawyers and law fi...Massimo Talia
This guide aims to provide information on how lawyers will be able to use the opportunities provided by AI tools and how such tools could help the business processes of small firms. Its objective is to provide lawyers with some background to understand what they can and cannot realistically expect from these products. This guide aims to give a reference point for small law practices in the EU
against which they can evaluate those classes of AI applications that are probably the most relevant for them.
Synopsis On Annual General Meeting/Extra Ordinary General Meeting With Ordinary And Special Businesses And Ordinary And Special Resolutions with Companies (Postal Ballot) Regulations, 2018
In 2020, the Ministry of Home Affairs established a committee led by Prof. (Dr.) Ranbir Singh, former Vice Chancellor of National Law University (NLU), Delhi. This committee was tasked with reviewing the three codes of criminal law. The primary objective of the committee was to propose comprehensive reforms to the country’s criminal laws in a manner that is both principled and effective.
The committee’s focus was on ensuring the safety and security of individuals, communities, and the nation as a whole. Throughout its deliberations, the committee aimed to uphold constitutional values such as justice, dignity, and the intrinsic value of each individual. Their goal was to recommend amendments to the criminal laws that align with these values and priorities.
Subsequently, in February, the committee successfully submitted its recommendations regarding amendments to the criminal law. These recommendations are intended to serve as a foundation for enhancing the current legal framework, promoting safety and security, and upholding the constitutional principles of justice, dignity, and the inherent worth of every individual.
1. MEMORANDUM OF ASSOCIATION OF THE COMPANY
PRESENTED BY:
MS. PRIYANKA CHOUDHARY
ASSTT. PROFESSOR (SS),
DEPARTMENT OF LAW, SCIENCE & TECHNOLOGY,
UPES SCHOOL OF LAW.
2. 2
Basic and Important documents of the company:
INTRODUCTION
MEMORANDUM
OF
ASSOCIATION
1. ARTICLES OF
ASSOCIATION
2.
PROSPECTUS
3.
3. 3
It is a fundamental, public document & every person who deals with the company
is presumed to have a sufficient knowledge of its contents & provisions.
It is the constitution of a company.
It is the charter which defines its raison d’etre (i.e. reason for existence)
It contains the fundamental conditions under which company must be
incorporated & determines the powers, objects and limits of the company.
Aims to enable shareholders and those who deals with the company to
know what is the permitted range of enterprise is.
Defined under 2(56) of the company
MEMORANDUM OF ASSOCIATION
4. 4
PURPOSE OF MEMORANDUM
Prospective shareholders shall know the field in, or the purpose for,
which their money is going to be used by the company and what
risk they are understanding in making investment.
SHAREHOLDER’S
The outsiders dealing with the company shall know with certainty
as to what the objects of the company are and whether the
contractual relation into which they contemplate to enter with the
company is within the objects of the company.
OUTSIDER’S
5. 5
MANDATORY REQUIREMENTS OF MOA
As per Section 4 to be read with Rule 13 of Companies (Incorporation) Rules, 2014:
In the format given in Tables A- E in Schedule I
Memorandum must be printed.
It should be divided into paragraphs
Each paragraph should be consecutively (serially) numbered
It should be signed by the required number of subscribers
(Whereas , in case of public company and one in case of private company)
Subscriber must sign in the presence of at least one witness
8. THE NAME CLAUSE
• The name of the company with “Limited” and “Private
Limited” suffixed to its name in case of a public limited
company respectively. However, Companies under Section 8
of the 2013 Act have been exempted from this requirement
9. 9
THE NAME CLAUSE CONTD…
Section 4(2) to (5) of the 2013 Act deals with the provisions relating to the name of
the company
Section 4(2) prohibits use of names by the company which are identical with or
resemble too nearly the name of an existing company
It is also prohibited to use names by a company which gives an impression that the
company is connected with the Central Government/ State Government or by any
local authority, unless approved by the central government.
10. 10
RESERVATION OF NAME (SECTION 4(4) AND (5))
Section 4(4) provides that a person may make an application to the registrar for reservation of a name stated
in the application as proposed name in case of a new company or the name to which the company proposes
to change its name, in case of an existing company
Section 4(5) confers the power to reserve the name as stated in the application under Section 4(4) of the
2013 Act for a period of six months from the date of application
If it is found that the name was applied for, was by providing incorrect information, the applicant will be
liable to a penalty which may extend up to one lakh rupees.
11. 11
OTHER LIMITATIONS….
• Rule 8 of the Companies (Incorporation) Rules, 2014 deals with undesirable names and provides for the
following:
• Sub-Rule 1 provides whether a proposed name is identical with another
• Sub-Rule 2 provides for a list of situation or factors that shall make a name undesirable.
• Sub-Rule 3 deals with the change of name as a consequence of change in activities of the company.
• Sub-Rule 4 provides for the requirements to be fulfilled in case the name proposed for the company
is the name of a person.
• Sub-Rule 5 provides that a declaration will be required from the applicant affirming or denying
whether the name applied for incorporation has been used or is in use for other business constitution
• Sub-Rule 6 provides a list of words which cannot be used in the name of the company unless
previous approval of the Central Government has been obtained.
• Sub-Rule 7 deals with words that may be used in the names of companies incorporated under
Section 8
• Sub-Rule 8 deals with the treatment of the names released on change of the name by a company.
15. OBJECTS DEFINES OBJECTS OF THE COMPANY
INDICATES SPHERE OF ITS ACTIVITIES
CO. CANNOT ACT BEYOND THE OBJECTS CLAUSE- ULTRA VIRES &
VOID- CAN’T BE RATIFIED BY RESOLUTION OF SHAREHOLDERS
COMPANY MAY DO ANYTHING INCIDENTAL/CONSEQUENTIAL UPON
OBJECTS SPECIFIED IN MOA
18. 18
Doctrine of Constructive Notice
Doctrine- Principle/
Theory
Notice- Knowledge
Constructive-
Presumed to be
done
Constructive notice
is also known as
“legal fiction”
because the courts
assume the
interested parties
have knowledge
that they may not
actually have.
Every outsider
dealing with a
company is deemed
to have notice of
the contents of the
Memorandum and
the Articles of
Association.
Protects the
company from
Outsiders
19. 19
IMPORTANT POINTS ABOUT THE DOCTRINE
Office of Registrar is a public office
On Registration MOA and AOA assumes the character of Public
documents (Section 399)
They are open and accessible to everyone.
Presumption that the outsider has read MOA and AOA
the duty of every person dealing with a company to inspect these
documents before making any dealings with the company
20. 20
Kotla Venkataswamy v. Rammurthy (1934)
• Deed held invalid as it was not executed as per the terms of AOA
Irvine v. Union Bank of Australia, (1877)
Mahony v. East Holyford Minning Co. (1875)
CASE LAW