BUSINESS LAW

Memorandum Of Association

Group members are

UMANG D. 5767 R. KRISHNAN 5757

MOHIT S. 5704

VINAY K.S. 5759

ASHUTOSH S. 5715

JIGNESH S. 5734

ADITYA K. 5766

Contents
Memorandum of Association Memorandum Clauses. Alteration of Memorandum. Doctrines of Ultra Vires.
.

Memorandum Of Association
Why Memorandum?
Share Holders. Creditors.

Definition [Sec. 2(28)]

Memorandum means Memorandum of Association of a Company as originally framed or as altered from time to time in pursuance of any previous Company law or of the Companies Act of 1956.

Memorandum Clauses

Memorandum Clauses
Name clause
Association Clause Registered Office clause

MOA
Object Clause Capital Clause Liability Clause

Name Clause

[Sec. 13(1)(a)]

Undesirable name to be avoided. Injunction if identical name adopted. Limited or Private limited as the last words of the name. Prohibition of using certain names and symbols.

Registered Office Clause [Sec 3(1)(b)]

Every company should have its Fixed Office. Notice of the situation of the Office within 30 days of incorporation.

Object Clause [13(1)(c)(d)]

Object both defines and confines the powers of Company. Useful for both Share holders and Creditors.

The Capital Clause[Sec 13(4)(a)]

Fixed share capital with which the Company is to be installed. Fixed capital with which it is registered is called Registered Capital.

The Liability Clause

[Sec. 13(2)]

Company limited by Shares or by Guarantee shall also state the liability of its members. If the number of members falls below the statutory minimum, then the members who are a part of the company are responsible for the debts.

The Association Clause

[13(4)(c)]

We the persons whose names and addresses are incorporated in the Memorandum, agree to take the number of Shares in the Capital.

Alteration Of Memorandum

Alteration Of Memorandum Of Association

Change Of Name. Change of Registered Office. Alteration of Objects. Change in Liability Clause. Change in capital.

Doctrine of Ultra Vires

Ultra = Beyond & Vires = Power.

Ultra Vires the Company. Ultra Vires the Directors. Ultra Vires the Articles.