Project Report on

The memorandum of association of a company is its charter of existence

Submitted by
PALAK
Division:- C
PRN:- 17010324032
Class:- BBA-LLB

Symbiosis Law School, Hyderabad

Symbiosis International University, PUNE

In
September, 2019

Under the guidance of

Dr Jayendra Kasture
Assistant Professor (Sr)
Symbiosis Law School, Hyderabad
Symbiosis International University, PUNE
 C E R T IF IC AT E

The Project titled “The memorandum of association of a company is its charter of existence

” submitted to the Symbiosis Law School, Hyderabad as part of Internal assessment on

Company Law - I is based on my original work carried out under the guidance of Dr Jayendra
Kasture from July to September. The research work has not been submitted elsewhere for the
award of any degree.

The material borrowed from other sources and incorporated in the thesis has been duly
acknowledged.

I understand that I myself could be held responsible and accountable for plagiarism, if any,
detected later on.

Signature of the candidate

Date:
 ACKNOWLEDGEMENT

I would like to express my sincere gratitude and indebtedness to Dr Jayendra Kasture for

his enlightening lectures. I would also like to express my sincere gratitude to

our teaching staff for guiding me the path towards gaining knowledge.

I would like to thank the Library Staff of Symbiosis Law School, Hyderabad as

well for their co-operation.

I would also like to thank my batch mates and seniors who inspired, helped and

guided me in making this project. I am grateful to some of my seniors/friends, for

their incredible guidance and support.

Signature of the Candidate

Date:24 th September 2019

TABLE OF CONTENT

Sr. No.: TOPIC Page No.

1. INTRODUCTION 5
2. REASEARCH METHODOLOGY 6
3. RESEARCH QUESTION 6
4. OBJECTIVES 6
5. CHAPTERISATION 7
6. THE FUNDAMENTAL CLAUSES OF MOA 8
7. DOCTRINE OF ULTRA VIRES 12
8. ALTERATION OF MEMORANDUM 15
9. CONCLUSION 18
INTRODUCTION

Memorandum of Association is the document which regulates a firm’s outly activities and is
made up be on the formation of an incorporated or registered firm. The memorandum of
association is the firm’s charter so it, together with the articles of association of the firm
forms the firm’s constitution. And also, as called “memorandum” is gives out various
information about the firm, like the name of it and its members or shareholder and the
number of shares held by them, and also its registered office location.

The following things are also listed in the MOA: - 1. objectives, 2. amount of authorized
share capital, 3. If the liability liability of its members is limited by shares or by guaranty, and
4. What is the type of contracts the firm is allowed to enter into.

Except those provisions which are made mandatory by the corporate legislation, almost all of
its provisions could be altered by the firm’s members by following the prescribed procedures.
The memorandum can be inspected as it is a public document, and this is normally done on
payment of a fee, by anyone but is at the public office, such as the registrar of companies’
office, usually where it is lodged.

The memorandum of association is supposed to be a company charter that consists in itself

the essential conditions according to which the company could be easily commenced and
incorporated. Its outcasts the major ingredients that males up the foundation of the company
and anticipate its scope or limits beyond which the company cannot go. The memorandum is
two dimensioned for the purpose of it, the first one consists of the shareholder where it
mentions the field of the shareholders and the company’s score, with the help of which the
shareholder accordingly decides his amount of investment in the company. The
Memorandum tells these companies whether the goals that the respective stakeholder aims to
achieve with the help of the company are within the field of the company’s goals or not.

To prepare this document called the memorandum of association, is an important step for the
formation of a company. It is also been defined under the Section 2(28) of the Companies Act
1994 as: - “Memorandum of association means the memorandum of association of a
company as originally framed or as altered from time to time in pursuance of any previous
Companies Act or this Act.” The Memorandum of Association is the first most constitutional
document of a company incorporated with fundamentals of the company.
Research methodology
The methodology adopted for this legal Research is Doctrinaire. Systematically the problem
is analysed in the light of the Company law Act 1956 and other relevant statutory materials
along with relevant case laws touching on the topic. The method of research is Critical
Research Method with Descriptive search design. The various information is collected from
secondary authoritative sources.

Research question – hypothesis

1. Why memorandum of association is important for a firm/company?
2. What constitutes to be a memorandum of association?
3. What are the various examples and case laws explaing the same?

Objectives
The objective of this research paper is to build a clear understanding of what a MOA is and
what it contains and also how it is the charter of its existence, which the help of a systematic
approach of explaing it with examples and references. Along with the importance, the rights
and duties of the members adhereing to MOA is also briefly explained, giving it a legal
perspective.
Chapterisation

The fundamental clauses of MOA

This chapter contains, detailly, the different fundamnetal clauses which are explained with
accordance to the provisions of the act.

Doctrine of Ultra vires

The above chapter deals with the doctrine of ultra vires along with case law references. It also
states the consequences of an ultra vires transaction.

Alteration of Memorandum
In this chapter the circumstances where the memorandum can be altered are explained along
with the procedure which is explained briefly and examples.