Mais conteúdo relacionado


Memorandum of Association and Clauses

  1. 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  Memorandum of association 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.
  2.  The Memorandum of association is one of the documents which has to be filed with the registrar of companies at the time of incorporation of a company. The upon which alone the company has been incorporated. Hence, MOA contains the objects for which the company is formed and therefore identifies the possible scope of its operations beyond which it actions cannot go. It defines as well as confines the power of the company if anything is done beyond these powers, that will be ultra vires (beyond powers of) the company and so void.
  3.  Memorandum of association 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 powers, objects and limits of the company.
  4.  It is the foundation on which the structure of the company is based.  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. Name Registered Office Objects LiabilityCapital Association or Subscription Nomination or Succession
  6.  The Name Clause [ section 4(1) (a)].  Domicile Clause / Registered Office Clause [section 4(1)(b)].  The Object Clause [section 4(1)(c)].  The Liability Clause [section 4(1)(d)].  The Capital Clause [section 4(1)(e)].  The Association or Subscription Clause [section 13(4)(c)].  Nomination or Succession Clause ( in case of one person company).
  7.  According to the rule 8 of the companies (incorporation) rules, 2014 a proposed name is considered to be undesirable if it is identical with or too nearby resembling with: 1. Name of a company in existence; or 2. A registered trade-mark or a trade mark which subject of an application for registration, of any other person under the Trade Mark Act 1999. 3. For the public company it must ending with .Ltd and for private company it should end with pvt.Ltd. (refer rule 8 f companies incorporation rules 2014 fro detailed information on other reasons for undesireable name.)
  8.  Registered office clause is also known as Domicile clause.  This clause state the name of the state where the registered office of the company is to situate.  A company shall have its registered office. Such office must be in existence on and from the 15th day of its incorporation.
  9.  Object clause is the major portion of the memorandum of association. It contains  Main object of the company  Objects which company will undertake in the future  As the company cannot go beyond the objects mentioned in its memorandum so any objects that company can undertake in future should also be includes in the object clause.
  10. This clause defines the extent of the liability of each member. It states,  Liability of member is limited  Liability of member is unlimited or limited to the guarantee given by each member.
  11.  The capital clause is applicable for the company which has some share capital. It mentions,  Amount of authorized capital with which the company gets registered  The number of shares of the company  Also the nominal value of each share 1. Requirement of minimum paid up Private company- 1 lakh One person -1 lakh Public company -5 lakh
  12.  This clause provides that those who have agreed to subscribe to the memorandum must signify their willingness to associate and from a company.  The memorandum has to be signed by each subscriber in the presence of at least one witness who must attest the signatures. But the subscriber cannot attest the signatures of another subscriber.  No subscriber to the memorandum shall take less than one share.
  13.  In the case of the one person company, there is a requirement to have 7th clause to describe the nominee in the event of the death of the subscriber.  Nominee required to be obtained in Form No. INC 3.  In form No. INC 2 along with written consent in Form No. INC.3 shall be filed with ROC at the time of he incorporation of the One Person Company along with its memorandum and articles.
  14. `