Any action outside the scope of Memorandum of Association will be void. Not only the main objects, but the subsidiary or incidental objects too should be stated because it is very difficult to alter them. Association or subscription clause: This clause provides that those who have agreed to subscribe to the memorandum must signify their willingness to associate and form a company. Such provision may relate to the effect that specified provisions of the articles may be altered only if conditions or procedures as that are more restrictive than those applicable in the case of a special resolution, are met or complied with. The memorandum of association must be subscribed by at least 7 persons in case of public limited and 2 persons in case of private limited companies. And contrary to their hop-sack-suited image, they were all spiritual seekers, with one member, Jules Alexander, leaving the band for a pilgrimage to India nearly a year before The Beatles.
The proposed name should not be identical with or too closely resemble the name of an already existing company. The Act does note state what names shall be considered undesirable and as such gives very wide discretion to the Central Government. Fondée par trois jeunes écrivains, l'association Margin'ailes aspire à devenir un lieu de partage, de formation, de recherche autour de l'écriture, de la littérature, des langues. What is Memorandum of Association? In case of change of registered office from one town to another town within the State, a special resolution is required to be passed at the general meeting of the shareholders and a copy of it is to be filed with the Registrar within thirty days. A registered office is the place where the company keeps all its books of accounts and the shareholders register along with other statutory documents.
The word entrench means to establish an attitude, habit, or belief so firmly that change is very difficult or unlikely. Usually the notice of the situation of registered office is filed at the same time as the memorandum. The articles contain regulations for the internal affairs and management of the company section 5. Memorandum of association is one of the documents which have to file with the registrar of companies at the time of incorporation of a company. Historically, a company's memorandum of association contained an objects clause, which limited its capacity to act. The state in which the registered office of the company is to be situated. If the memorandum so provides, the liability of the directors may be unlimited Sec.
The exact address may be communicated later on to the Registrar of Companies, but not later than 15 days from the date of incorpbration of the company. Other provisions relating to Managing Director or Manager, etc. It is one of the key clauses and should be drafted carefully mentioning all the types of businesses that the company may possibly engage in the future. Contents of Memorandum: According to section 13, the memorandum of association of every company must contain the following clauses: 1. Liability clause: This clause states that the liability of the members of the company is limited. The object clause shows to us the kinds of business the company is entitled to carry on.
The Association were simply one of the finest, most beloved, and most commercially successful American vocal groups of the 1960s. The purpose of the object clause in the memorandum is two-fold. It must, however, be observed that by virtue of this provision additional protection has been provided to the shareholders of the company because now the management cannot risk the, capital of the company in entirely new projects, without giving any notice to them, under the pretext of pursuing objects subsidiary or incidental to the main objects. We shall, therefore, examine some better definitions given by judges. The Liability Clause : This clause contains the nature of liability of the members of the company. What is a Memorandum of Association? Name Clause - This clause contains the name of the proposed company, with the words: a.
The objects of the company to be classified as:a. An injunction will not be granted, however, to prevent the use of purely descriptive word with a definite meaning and in common use. It depicts the objectives, extent of authority, competency, liabilities and legal rights of the company. Capital Clause - This clause contains the amount of capital registered, i. Its purpose is to enable shareholders to know what its permitted range of enterprise is. Printing and signing of memorandum: The Memorandum of Association of a company shall be- Printed Divided into paragraphs numbered consecutively, and Signed by 7 2 incase of a private company subscribers Each subscriber shall sign and add his address, description and occupation, if any in the presence of at least l witness who shall attest the signature and shall likewise add his address, Description and occupation.
This procedure is done to fix the domicile of the company which may or may not be the place where the company is operating. While domicile is the place of its registration, residence is the place of its management and control, i. The importance of the registered office is that it is the address of the company where all communications and notices are to be sent and where register of members, register of debenture holders, register of charges, minute books of general meetings etc. In case of change of registered office from one place to another place in the same city, a notice is to be given within thirty days after the date of the change to the Registrar who shall record the same. The registered office clause is important for two reasons.
Every shareholder is advised to read this important document while investing in the company. The Liability of Shareholders — The Liability Clause: This clause of Memorandum of Association has to state the nature of liability that the members incur. Articles of association are like the partnership deed in a partnership. If it is proposed to register the company limited by guarantee, this clause will state the amount which every member undertaking contribute to the assets of the company in the event of of its winding up. The memorandum acts as a legal code or constitution for a company and regulates the relationships between the company and its shareholders, investors, beneficiaries and other members. This is required in order to fix the domicile of the company, i. If the shares held by a member of the company are fully paid-up, his liability in the debts of the company will be nil.
The exact location of the registered office must be intimated to Registrar within thirty days of incorporation or commencement of business whichever is less. The objects clause lays down the scope of activities of the company and defines the extent of its powers. There is no legal limit to the amount of share capital. It lays down the powers and limits of the company beyond which the company cannot go. The document must contain the following clauses: I the name clause, 2 the registered office clause, 3 the objects clause, 4 the liability clause, 5 the capital clause, and 6 the association clause or subscription clause. Exceeding what this document provides for would amount to an ultra vires act.