Memorandum of Association and Clauses

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.

 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.

 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.

 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.

Name
Registered
Office
Objects
LiabilityCapital
Association
or
Subscription
Nomination
or
Succession

 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).

 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.)

 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.

 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.

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.

 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

 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.

 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.

Memorandum of Association and Clauses

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