INTRODUCTION

 

In order to run a business legally in the company form of organization, a large number of legal documents and papers are prepared and are submitted to or filed with the Registrar of Companies. Among various kinds of documents the following documents are considered to be the most important: Memorandum of Association Articles of Association

CONTENTS (OR CLAUSES) OF MEMORANDUM OF ASSOCIATION

There are total six contents or clauses of Memorandum of Association and these Are:
I. II. III. IV. V. VI.

Name Clause [Section 13(1)(a)] Registered Office [Section 13(1)(b)] Object Clause [Section 13(1)(d)] Liability Clause [Section 13(2)] Capital Clause [Section 13(4)(a)] Association Clause [Section 13(4)(c)]

SAMPLE FORMAT FOR MEMORANDUM OF ASSOCIATION

1. Name of the Society: The name of the society shall be. 2. Registered Office: Registered office of the society shall remain in the (Mention the state) and at present it is at the following address: __________________________________________________________________ _____ __________________________________________________________________ _____ 3. Aims and Objects: The aims and objects for which the society is established is as under: (a ) (b ) (c )
(d )and so on..

4. Governing Body: The names, addresses, occupation and designation of the present members of the governing body to whom the management of the society is entrusted as required under Section 2 of the Societies Registration Act, 1860 ,are as follows: __________________________________________________________________ S.No. Name Addresses Occupation Designation in the society (full in capital)________________________________________________ (1) (2) (3) (4) (5) (6) (7) and so on 5. Desirous person We the undersigned are desirous of forming a society namely under the Societies Registration Act,1860 in pursuance of this Memorandum of Association of the Society.

S.No. Names and Addresses Age Occupations Signatures __________________________________________________________________ (1) (2) (3) (4) (5) (6) (7) and so on

Note: 1) The memorandum should close here. 2) Following paragraph should be added as last paragraph: All the incomes ,earnings, movable or immovable properties of the society shall be solely utilised and applied towards the promotion of its aims and objects only as set forth in the Memorandum of Association and no portion thereof shall be paid or transferred directly by way of dividends, bonus, profits or in any manner whatsoever, to the present or past members of the society or to any person claiming through any one or more of the present or the past members .No member of the society shall have any personal claim on any movable or immovable properties of the society or make any profit ,whatsoever, by virtue of his membership

Attested the signatures from No. 1 to 7 (or more) members of the society with Addresses Signatures of the Attesting Officer with Official Seal (1) (2) Certified that this is the true and correct copy of the Memorandum

Signatures of Two witnesses other The

Signatures of any three members of the Governing Body President Secretary Treasurer

CONTENTS OF MEMORANDUM

The Name clause : The company should state its name. The Registered Office clause : states the name of the state . The Object clause : shows the object for which the company is formed. And the extent of power which the company can exercise to achieve it. The liability clause : This clause is to state the nature of liability that the member incur.

The capital clause: company limited by share must state the authorised or nominal share capital. The association clause: This clause provides that those who have agreed to subscribe to the memorandum must signify their willingness to associate and form a company

CONTENTS OF ARTICLES OF ASSOCIATION

Some of the important contents of Articles of Association are as follows:

Matters relating to shareholders: (i) Types , number and denominations of shares; (ii) The respective rights of different types of shares; (iii) Methods of making an issue of share capital; (iv) Procedure for making calls and allotment of shares; (v) Procedure for issue of share certificate and share warrants; (vi) Conversion of shares into stock, lien of shares etc.; (vii) Alteration of share capital; (viii)Voting powers of the shareholders; (ix) Procedure for forfeiture, reissue and surrender of shares; (x) The amount of minimum subscription; (xi) Procedure regarding company meetings; (xii) Procedure for transfer and transmission of shares.

Matters relating to Directors: (i) Rules regarding appointment, re-appointment, remuneration, reward, etc., of the Directors; (ii) Rules regarding qualification and disqualification of directors; (iii) Procedure for retirement and removal of Directors; (iv) Rules regarding borrowing power of Directors; (v) Rules regarding conducting meetings of Directors; (vi) Rights and liabilities of Directors; (vii) Rules for fixation of maximum and minimum Directors, etc. Other matters: (i) Procedure for audit of company accounts; (ii) Procedure of winding up of the company; (iii) Rules regarding keeping of books of accounts; (iv) Borrowing of funds from the public and the rate of interest thereon; (v) Commission and brokerage for selling shares to underwriters; (vi) Rules regarding declaration of dividends and capitalisation of reserves; (vii) Interest rates on calls-in-advance and calls-in-arrear.