The memorandum of association outlines key information about a company such as its name, registered office location, objectives, share capital structure, and liability of members. It acts as the charter and constitution of the company. The memorandum must include the company name, objectives, liability structure, and details of initial share subscriptions. A company's name cannot be identical to an existing name and is subject to certain rules depending on authorized capital. The memorandum also specifies whether a company has limited or unlimited liability. The articles of association further define internal regulations and management of a company, covering topics like shareholder rights, meetings, directors, accounts, and winding-up. They must be consistent with the memorandum and Companies Act. A company can either draft its own

1. MEMORANDUM OF
ASSOCIATION

2. • Under section 2(28) of the companies act, 1956 the “memorandum means the
memorandum of association of the company as originally framed or as altered from
time to time in pursuance with any of the previous companies law or the companies
act 1956
Compulsory
for
registration
Charter or
constitution of
the company

3. Name
Registered
office
Object
Capital
Association
Liability

4. Undesirable name to be avoided
Injunction if identical name adopted
Prohibition of use of certain name
Use of some key words according to authorized capital
Public
company
Private
company
Limited Pvt limited

6. Main objective
Ancillary
objectives
Other
objectives

7. (SECTION 13(2))
• Limited liability
• Unlimited liability

8. (SECTION
13(4)(C))
• The subscribers declare that they desire to be formed into company and
agree to take the shares stated against their names.
• The name, address, description, occupation of the subscribers, and the
number of shares each subscriber has taken and his signature attested by a
witness.

9. ( SECTION 13(4)(A))
Authorized
capital Number of shares and face value of shares

10. Change of name
By special
resolution By ordinary
resolution
Change of
registration office
Form one town
to another town
in The same city
From one state
to another stat

11. • Special resolution
• Alteration is sought on any of these
grounds:
To carry on its business more ecologically & more efficiently
To attain its main purpose by new or improved
meansTo enlarge or change the local area of its operations
To restrict or abandon any of the objects specified in
memorandum
To sale or dispose of the whole or any part of the undertaking
To amalgamate with other compny

12. • The liability of member of company cannot be increased unless the member agrees
in writing
• Form unlimited liability, it can be made limited by registration of the company.

13. • By special resolution but power to reduce share capital must be guaranteed in
articles of the company.
• The company can apply to the court by petition for getting confirmation from the
court for reducing the share capital the main duty of the court is to look after the
interest of the creditors and different classes of shareholders, and then decide
whether the company should be allowed to reduce share capital.

14. '
• A company which owes its incorporation to statutory authority cannot effectively do
anything beyond the powers expressly or impliedly Conferred upon it by the statute
or memorandum of association
Ultra viresBeyond Powers

16. • What is Articles of association?
Articles of Association of a company contain the rules and
Regulations relating to the Management o it internal Affairs. It
must be printed ,divided into paragraph and numbered.
Generally, companies have their own Articles but they may
adopt the model articles given in Table ‘A’ if companies Act.

17. ]

18.  Share capital ,Rights of shareholder ,
 Lien on share
 Calls on share
 Procedure For making allotment of
share
 Transfer of share
 Issuing share certificate
 General meetings and Proceedings
there at
 Director all details
 Manager and secretary
 Declaration and payment of
dividends and reserve
 Matters relating to keeping of
statutory books
 Accounts ,audits and borrowing
powers
 Capitalization of profits
 Winding-up

20. sec 26 states that a company limited by share may register Articles
association signed by the subscribes to the memorandum. if,
it does not register its own articles,
then the articles given in table A, of schedule I automatically
applicable. further, even if it does register Article of its own, Table A
will still apply automatically unless it has been excluded or modified.

21. 1) It may adopt Table A in full,
2) It may wholly exclude Table A and set- out its own regulation in full, or
3) It may set-out its own article and adopted part of Table A.
As regards a company limited by guarantee and unlimited liability
company and, a private company limited by share, section 26 provide for
compulsory registration of Article prescribing regulations for the
company. however, they may adopt any of the appropriate regulation of
Table A.

22. 1. Right to alter or add to articles-expressly
conferred by SECTION 31
2. Statutory power & cannot be negative in any
way
3. Done by passing a SPECIAL RESOULUTION
4. Copy must be filed with register within
30days of passing the said resolution

23. 1. Not to be inconsistent with the Memorandum
2. Not to be inconsistent with the Companies Act
3. Not to be illegal
4. Special Resolution
5. Not to constitute a fraud on the Minority
6. Not to increase Liability of member {sec 38}
7. Central Government Approval in certain cases
[ sec 31(1),268,310]
8. Alteration in breach of contract

24. Status
Drafting or Necessity
Scope
Purpose
Relationship
Dependent
Supremacy