MEMORANDUM OF ASSOCIATION

► CHARTER of the Co., fundamental condition on which Co.

is incorporated, regulates the external affairs of the Co.
It is a public document.
► PURPOSE OF MOA: Prospective shareholders shall know
the purpose and the object of the Company. Printed,
divided into paragraphs, numbered, signed and attested.
► CONTENTS:1. Name of the Co. with Ltd or P Ltd., 2. State
Regd. office, 3. Main objects and other objects, 4. Limited
liability for members, 5. Share capital - if guarantee -
undertaking of each member, and 6. Subscription clause.
► NAME CLAUSE: Undesirable, too similar, misleading
names must be avoided, prohibition of use of certain
names and emblems, to end with: Pvt Ltd or Ltd.
► PUBLICATION OF NAME: Affixed at the Regd. office, in all
business letters, bills etc..
 MOA
► REGISTERED OFFICE: State in which it is to be situated.
► OBJECT CLAUSE: Subscribers, creditors and persons
dealing with Co. should know permitted range of
activities.
MAIN OBJECTS and OTHER OBJECTS.
THE TERRITORIAL LIMIT: If objects are confined to one
State, or the States to which it extends.
► CAPITAL CLAUSE: The amount of share capital with
which it is registered – Authorised capital and its division.
Co. without share capital – NO need for C. clause in MOA.
► LIABILITY CLAUSE: Company limited by shares or by
guarantee shall state that the liability of members limited.
► ASSOCIATION / SUBSCRIPTION CLAUSE:
► Finally, the MOA is signed by at least by 2 or 7 members.
Signatures of members to be attested by one witness.
 ALTERATION OF MOA
► CHANGE OF NAME: For conversion of Pvt Ltd to
Ltd, Special Resolution. If the name is identical or
resembles another Co. for such name change
ordinary resolution & CG approval. Change of name
does not affect any legal rights or liabilities of Company.
► CHANGE OF REGD. OFFICE:
Same City or Town: Board Resolution.
WITH IN THE SAME STATE: Special Resolution.
ONE ROC TO ANOTHER ROC- in the same
State: Special Resolution and it is to be confirmed by
Regional Director. FROM ONE STATE TO
ANOTHER STATE: Special resolution,
confirmation by CG, notice to affected parties, notice to
ROC, notice to State Govt. where the present Regd.
Office is situated.
 MOA - ALTERATION

► ALTERATION OF OBJECTS: 1) To carry its business

more economically 2) to attain main purpose by
improved means 3) to enlarge area of operations.
Special resolution to be passed. Copy of altered MOA filed
with ROC with in 1 month. ROC will register and certify.
► CAPITAL CLAUSE: Can be altered if permitted by AOA.
Ordinary resolution, Notice to ROC for modification.

► LIABILITY CLAUSE: Limited liability of members CANNOT be

increased without the written consent from every member.
Unlimited liability to limited liability by Special Resolution &
fresh Registration.
 DOCTRINE OF ULTRA VIRES.
► Means beyond the powers. Co. can DO things permitted by
Companies Act, objects under MOA, and reasonably incidental.

► Case Law: Ashbury Rly. Carriage & Iron Co Ltd Vs. Riche:
The object of the Co. is to carry on the business as mechanical
engineers and general contractors. Co. entered into a contract for
financing of construction of a railway line in Belgium which is beyond
the scope of general contractors – held to be ultra vires and void.
► Property acquired under an UV contract is good and Co. can
hold them and protect it against damages by third party.
► ULTRAVIRES MOA : VOID. CANNOT be ratified. Members can
get injection. Company & Directors will be liable.
► ULTRAVIRES AOA: Void. But I.V. of MOA. Alter AOA by Sp. Res.
► ULTRAVIRES DIRECTORS but within the powers of the company:
Shareholders can ratify in the General body meeting.
► UV contracts: Void ab initto, cannot be enforced – alter object clause
for future but past UV act cannot be validated.