Document which contain the rules regarding constitution and activities or objects of the company. It is a public document and can be inspected by anybody.

2. DEPAULS INSTITUTE OF SCIENCE AND
TECHNOLOGY , ANGAMALY
SCHOOL OF MANAGEMENT
SEMINAR
“MEMORANTUM AND ARTICLE OF
ASSOCIATION”
PRESENTED BY
JENCY P.J
NO: 25
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3. MEMORANDUM OF ASSOCIATION
• Document which contain the rules regarding
constitution and activities or objects of the
company.
• It is a public document and can be inspected
by anybody.
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4. CLAUSES IN THE MEMORANDUM
OF ASSOCIATION (SEC.13)
• Content of memorandum are:
– Name clause
– Registered office clause/Domicile clause/Situation
clause
– Object clause
– Liability clause
– Capital clause
– Association and subscription clause
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5. Name clause
• The memorandum must state the name of the
company with ‘limited ‘ as the word ,in case of
a public limited company and with ‘private
limited', in the case of a private limited
company .
• the company is free to choose any name but it
must not be undesirable or must not resemble
the name of any other registered company.
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6. Registered office clause
• The state in which the registered office of a
company will be situated is mentioned in this
clause .
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7. Object clause
• This clause is quite important and must be
very carefully drafted as it determines the
activities of the company.
• In the object clause each and every detail of
activities of the business to be carried out must
be laid down.
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8. Cont.…
• Main object:- this sub-clause contains the main
objects of the company to the pursued on its
incorporation
• Objects incidental or ancillary :- it covers the
objects which are incidental or ancillary to the
attainment of the main object
• Other objects :- this sub-clause will cover any
objects which are not included in the ‘main objects’
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9. Liability clause
• This clause states the nature of liability of the
members of the company.
• In the case of a company limited by share or by
guarantee the fact that the liability of its members
is limited must be made absolutely clear.
• In case of a company limited by shares the
liability of a member is limited to the nominal
value of the share held by him.
• If the share are fully paid up his liability is nil.
But in case of partly paid-up shares the liability is
limited to the amount which is unpaid.
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10. Capital clause
• This clause states that amount of the capital
with which the company is to be registered.
• This clause should also state the number and
face value of shares into which the capital of
the company is divided.
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11. Association and subscription clause
• In this cause , the subscribes declare that they
desire to be formed into a company and agree
to take the shares stated against their names.
• The names ,address and occupation of the
subscribers must be given each subscriber
must sign in the presence of at least.
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