This document provides an overview of legal aspects of business, including memorandums of association, the doctrine of ultra vires, and articles of association. It defines a memorandum of association as the foundation that sets out a company's constitution and scope. A memorandum must include certain required clauses and be properly signed and stamped. The document also explains the doctrine of ultra vires, which refers to acts beyond the powers outlined in a company's memorandum or articles. Finally, it describes articles of association as the internal rules and regulations that govern a company's management, and notes they can generally be altered via special resolution.
The Indian economy has a variety of companies existing in its market such as public companies, private companies, investment companies, limited liability companies etc.
These numerous entities in the market may look different from each other on the surface but based upon certain identifiable common characteristics they can be grouped into below-mentioned classifications. This article aims to draw your attention towards the conventional classification of the companies that are made based upon factors such as liability, control, incorporation, transferability of shares etc.
The Indian economy has a variety of companies existing in its market such as public companies, private companies, investment companies, limited liability companies etc.
These numerous entities in the market may look different from each other on the surface but based upon certain identifiable common characteristics they can be grouped into below-mentioned classifications. This article aims to draw your attention towards the conventional classification of the companies that are made based upon factors such as liability, control, incorporation, transferability of shares etc.
Presentation on registration of a partnership firmShatakshiSingh17
Although, in India it is not mandatory to register a partnership firm but the registered partnership firm enjoys certain rights. In this presentation,I have talked about a Partnership firm, effects of its non-registration and procedure of getting a firm registered.
Presentation on registration of a partnership firmShatakshiSingh17
Although, in India it is not mandatory to register a partnership firm but the registered partnership firm enjoys certain rights. In this presentation,I have talked about a Partnership firm, effects of its non-registration and procedure of getting a firm registered.
This is about complete information about registration and incorporation of Companies Act. Easy understanding with keeping good thought in mind and you may not require more to search other sites.
Military Commissions details LtCol Thomas Jasper as Detailed Defense CounselThomas (Tom) Jasper
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NATURE, ORIGIN AND DEVELOPMENT OF INTERNATIONAL LAW.pptxanvithaav
These slides helps the student of international law to understand what is the nature of international law? and how international law was originated and developed?.
The slides was well structured along with the highlighted points for better understanding .
Car Accident Injury Do I Have a Case....Knowyourright
Every year, thousands of Minnesotans are injured in car accidents. These injuries can be severe – even life-changing. Under Minnesota law, you can pursue compensation through a personal injury lawsuit.
PRECEDENT AS A SOURCE OF LAW (SAIF JAVED).pptxOmGod1
Precedent, or stare decisis, is a cornerstone of common law systems where past judicial decisions guide future cases, ensuring consistency and predictability in the legal system. Binding precedents from higher courts must be followed by lower courts, while persuasive precedents may influence but are not obligatory. This principle promotes fairness and efficiency, allowing for the evolution of the law as higher courts can overrule outdated decisions. Despite criticisms of rigidity and complexity, precedent ensures similar cases are treated alike, balancing stability with flexibility in judicial decision-making.
A "File Trademark" is a legal term referring to the registration of a unique symbol, logo, or name used to identify and distinguish products or services. This process provides legal protection, granting exclusive rights to the trademark owner, and helps prevent unauthorized use by competitors.
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Responsibilities of the office bearers while registering multi-state cooperat...Finlaw Consultancy Pvt Ltd
Introduction-
The process of register multi-state cooperative society in India is governed by the Multi-State Co-operative Societies Act, 2002. This process requires the office bearers to undertake several crucial responsibilities to ensure compliance with legal and regulatory frameworks. The key office bearers typically include the President, Secretary, and Treasurer, along with other elected members of the managing committee. Their responsibilities encompass administrative, legal, and financial duties essential for the successful registration and operation of the society.
RIGHTS OF VICTIM EDITED PRESENTATION(SAIF JAVED).pptxOmGod1
Victims of crime have a range of rights designed to ensure their protection, support, and participation in the justice system. These rights include the right to be treated with dignity and respect, the right to be informed about the progress of their case, and the right to be heard during legal proceedings. Victims are entitled to protection from intimidation and harm, access to support services such as counseling and medical care, and the right to restitution from the offender. Additionally, many jurisdictions provide victims with the right to participate in parole hearings and the right to privacy to protect their personal information from public disclosure. These rights aim to acknowledge the impact of crime on victims and to provide them with the necessary resources and involvement in the judicial process.
Introducing New Government Regulation on Toll Road.pdfAHRP Law Firm
For nearly two decades, Government Regulation Number 15 of 2005 on Toll Roads ("GR No. 15/2005") has served as the cornerstone of toll road legislation. However, with the emergence of various new developments and legal requirements, the Government has enacted Government Regulation Number 23 of 2024 on Toll Roads to replace GR No. 15/2005. This new regulation introduces several provisions impacting toll business entities and toll road users. Find out more out insights about this topic in our Legal Brief publication.
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.
WINDING UP of COMPANY, Modes of DissolutionKHURRAMWALI
Winding up, also known as liquidation, refers to the legal and financial process of dissolving a company. It involves ceasing operations, selling assets, settling debts, and ultimately removing the company from the official business registry.
Here's a breakdown of the key aspects of winding up:
Reasons for Winding Up:
Insolvency: This is the most common reason, where the company cannot pay its debts. Creditors may initiate a compulsory winding up to recover their dues.
Voluntary Closure: The owners may decide to close the company due to reasons like reaching business goals, facing losses, or merging with another company.
Deadlock: If shareholders or directors cannot agree on how to run the company, a court may order a winding up.
Types of Winding Up:
Voluntary Winding Up: This is initiated by the company's shareholders through a resolution passed by a majority vote. There are two main types:
Members' Voluntary Winding Up: The company is solvent (has enough assets to pay off its debts) and shareholders will receive any remaining assets after debts are settled.
Creditors' Voluntary Winding Up: The company is insolvent and creditors will be prioritized in receiving payment from the sale of assets.
Compulsory Winding Up: This is initiated by a court order, typically at the request of creditors, government agencies, or even by the company itself if it's insolvent.
Process of Winding Up:
Appointment of Liquidator: A qualified professional is appointed to oversee the winding-up process. They are responsible for selling assets, paying off debts, and distributing any remaining funds.
Cease Trading: The company stops its regular business operations.
Notification of Creditors: Creditors are informed about the winding up and invited to submit their claims.
Sale of Assets: The company's assets are sold to generate cash to pay off creditors.
Payment of Debts: Creditors are paid according to a set order of priority, with secured creditors receiving payment before unsecured creditors.
Distribution to Shareholders: If there are any remaining funds after all debts are settled, they are distributed to shareholders according to their ownership stake.
Dissolution: Once all claims are settled and distributions made, the company is officially dissolved and removed from the business register.
Impact of Winding Up:
Employees: Employees will likely lose their jobs during the winding-up process.
Creditors: Creditors may not recover their debts in full, especially if the company is insolvent.
Shareholders: Shareholders may not receive any payout if the company's debts exceed its assets.
Winding up is a complex legal and financial process that can have significant consequences for all parties involved. It's important to seek professional legal and financial advice when considering winding up a company.
DNA Testing in Civil and Criminal Matters.pptxpatrons legal
Get insights into DNA testing and its application in civil and criminal matters. Find out how it contributes to fair and accurate legal proceedings. For more information: https://www.patronslegal.com/criminal-litigation.html
3. MEMORANDUM OF ASSOCIATION
Under Article [2(1)(22)]
”Memorandum of Association of a company as originally framed or as altered from time to time in
pursuance of the provisions of any previous Companies Act or of this Ordinance”
General Definition
MOA is a document which sets out the constitution of a company.
It is the foundation upon which the structure of the company is made.
It describes the scope of the companies activities and its relation with outsides.
4. PURPOSE OF MEMORANDUM OF ASSOCIATION
MOA is the constitution of a company.
It is the charter which defines the limitations of the power of a company established under law.
It contains the fundamental conditions under which company must be incorporated.
It determines the power, objects and limits of the company.
It states that the company can not go beyond its Memorandum.
It enables the shareholders to know what is the permitted range of enterprise.
It regulates the external affairs of the company.
5. REQUIREMENTS OF MEMORANDUM OF ASSOCIATION
Under [Section 19]
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 subscribes.
Subscriber must dign in the presence of at least one witness.
Signature of each subscriber must be attested by witness.
Every subscriber must add his address, description and occupation.
Memorandum must be stamped.
6. Form of Memorandum of Association
Table A - relates to companies limited by shares
Table B - relates to companies limited by guarantee and not having a share capital
Table C - relates to companies limited by guarantee and having a share capital
Table D - relates to unlimited companies not having a share capital
Table E - relates to unlimited companies having a share capital
7. Contents of memorandum of association
1. Name Clause
2. Object Clause
3. Association Clause
4. Registered Office Clause
5. Liability Clause
6. Capital Clause
8. Name clause
The name of the company should be stated in this clause. A company is free to select
any name it likes.
The name should not be identical or similar to that of a company already registered.
If it is a Public Limited Company, the name of the company should end with the word
‘Limited’ and if it is a Private Limited Company, the name should end with the words
‘Private Limited’.
9. OBJECTS CLAUSE
This clause specifies the objects for which the company is formed. It is difficult to alter the
objects clause later on.
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.
ASSOCIATION CLAUSE
• It contains the names and addresses of the subscribers.
• The subscribers to the memorandum must take at least one share. The minimum number of members
• is two in case of a private company and seven in case of a public company.
10. Registered office CLAUSE
In this clause, the name of the State where the Company’s registered office is located
should be mentioned.
The company should intimate the location of registered office to he registrar within thirty
days from the date of incorporation or commencement of business.
The registered office of a company can be shifted from one place to another within the
town with a simple intimation to the Registrar.
11. LIABILITY CLAUSE
This clause states the liability of the members of the company. The liability may be limited by
shares or by guarantee. This clause may be omitted in case of unlimited liability.
CAPITAL CLAUSE
• 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.
13. INTRODUCTION
“Ultra” means beyond
“Vires” means powers
Ultra Vires means doing an act beyond the powers.
Any activity done contrary to or in excess of the scope of activity of directors, articles,
Memorandum of Companies will be Ultra Vires.
14. ULTRAVIRES ACT CAN BE DIVIDED INTO :-
Ultra vires to the Directors - It means any act beyond the power or authoritiesgranted to directorsby the
shareholders of the company. If the act is Ultra vires the Directors, it is not altogethervoid, because this act can
be ratified bythe general bod of shareholders and on such ratification theact becomes bindingon the company.
Ultra vires to the Article of Association - It means any act done by the directors beyond the power granted
under the articles of a company. An act Ultra vires to the articles of the association ofa company can be ratified
by alteringthe articlesof the associationof the company.
Ultra vires the Companies Act - Any act, which is contrary to or in excess of the scope of activityof the
Companies Act, shall be Ultra Vires the company. Such an act is void and cannot be ratified bya unanimous
resolutionof the all the shareholders.
Ultra vires the Memorandum of Association - An act is called ultra-viresthe memorandum of the company
if, it is done beyond the powers provided bythe memorandum to the company. If a part of the act or contract is
within the authority providedby the memorandum and remainingpart is beyond the authority, and both the parts
can be separated.Then only that part which is beyond the powers is consideredas ultra-vires, and the part which
is within the authority is considered asintra-vires.
15. Effects of Ultra vires transaction
1. Act Null and Void – A contract which is ultra vires the company is wholly void ab initio and of no legal
effect. It cannot even be ratified bythe whole body of shareholders.
2. Company cannot sue or be sued - The memorandum being a public document, it is deemed that persons
dealing with the company have the knowledge of the same and if he enters into transactionsUltra Vires the
company, he cannot enforce it.
3. Injunction - When there is a possibility that company has taken or is about to undertake an ultra-vires act, the
members can restrain it from doing so by gettingan injunctionfrom the court.
4. Personal liabilityof Directors - The directorshave a duty to ensure that all corporatecapital of the company
is used for a legitimatepurpose only.
5. Ultra Vires Acquired Property - If company’sfunds were used in acquiringsome Ultra Vires property, the
company has the right to hold to property and protectit against damage by other persons.
17. INTRODUCTION
The articles of association of a company are its by laws or rules and regulations which
govern the management of its internal affairs and the conduct of its business.
According to Section 2(2) of the Companies Act, 1956 ‘articles’ of association of a
company as originally framed or as altered from time to time in pursuance of any
previous companies laws or of the present act.
18. FORMS OF ARTICLES OF ASSOCIATION
Table A – for public companies with share capital limited by shares
Table C – for companies without shares.
Table D – for companies with share capital limited by guarantee.
Table E – for unlimited companies.
19. The articles of association of a company should :
Be printed
Be divided into paragraphs numbered consecutively
Be signed by each subscriber of memorandum of association in the presence of at least
on witness.
20. CONTENTS OF ARTICLES OF ASSOCIATION
The extent to which the rules of ‘Table A’ shall be applicable
Rules for adoption of ‘preliminarycontracts’
Minimum subscriptionallowed
Lien on shares
Use of common seal of the company
Rightsof board of directors
Winding up
Borrowingpowers of directors
Conversionof shares into stock
Arbitrationprovisions
21. ALTERATION OF ARTICLES
Being the internal regulations, the company can alter it by passing a SPECIAL RESOLUTION only, accordingto
Section 31.
LIMITATIONS:
The alteration must not be inconsistent with
1) The provision of CompaniesAct
2) The conditionscontainedin the memorandum
3) Alteration ordered by the Company Law board
Must not deprive any person of his right under a contract
Must not constitute a fraud on the minority
Must be bonafide for the benefit of the company as a whole
Central government approval has to be obtainedin certain cases
