LLB-MZUMBE UNIVERSITY

0685563704

THE COMPANIES ACT

(Cap. 212)

COMPANY LIMITED BY SHARES

Memorandum

and

Articles of Association

of

DIDACE ENTERPRISES LIMITED.

Incorporated this ………….. day of …………20……..

Drawn by:
Datius Didace
(subscriber)
P.O Box ###,
Dar Es Salaam.
LLB-MZUMBE UNIVERSITY
0685563704

THE COMPANIES ACT (Cap. 212)

COMPANY LIMITED BY SHARES

MEMORANDUM OF ASSOCIATION

OF

DIDACE ENTERPRISES LIMITED

1. The name of the Company is DIDACE ENTERPRISES LIMITED.

2. The registered office of the company will be situated in Tanzania

3. The Object for which the company is established is to carry on

business as a general commercial company.

4. The Liability of the members is Limited.

5. The share capital of the company is Tanzania shillings Sixty Million

(60,000,000/=), divided into Three Thousand (3,000) Ordinary shares of

Tanzania shillings Thirty Thousand (30,000/=) each and the company

shall have power to increase its capital and to divide the shares in its

capital for the time being into several classes of stock or shares and to

attach thereto respectively such preferential, deferred or in accordance

with the Articles of Association of the company.

We the several persons whose names and addresses are subscribed are
desirous of being formed into a company in pursuance of this Memorandum of
Association and we agree to take the number of shares in the capital of the
company set opposite our respective names:
LLB-MZUMBE UNIVERSITY
0685563704
Name, Address and Description of Subscriber Number of Signature
Shares taken

1. Datius Lwabugirwa, 300

P.O. Box ###,
Dodoma.

2. Prisca Samweli,
P.O.Box ###, 300
Kagera.

Dated at Dar Es Salaam this …………………. day of ……………………20….

Witness to the above signature:
Signature: …………………………………………….
Postal Address: ……………………………………….
Qualifications: ………………………………………...
LLB-MZUMBE UNIVERSITY
0685563704

THE COMPANIES ACT (Cap. 212)

COMPANY LIMITED BY SHARES

ARTICLES OF ASSOCIATION

OF

DIDACE ENTERPRISES LIMITED

The regulation of Table ‘A’ in the First Schedule to the Companies Act
(hereinafter called Table ‘A’ shall apply to this Company as its Articles of
Association.
DIRECTORS
1. (a) Until otherwise determined by the Company in general meeting the
Directors shall be not less than two and not more than…….
(b) The following persons shall be the first Directors to the Company: -
1. Datius Lwabugirwa.
2. Prisca Samweli.
_____________
Number of
Name, Address and Description of Shares taken Signature
Subscriber
1. Datius Lwabugirwa,
P.O. Box ###, 300
Dodoma.
2. Prisca Samweli,
P.O.Box ###, 300
Kagera.

Dated at Dar es Salaam this ……………… day of ……………………20.….

Witness to the above signature:
Signature: …………………………………………….
Postal Address: ………………………………………
Qualifications: ……………………………………….
LLB-MZUMBE UNIVERSITY
0685563704

Definition of Memorandum of Association

A Memorandum of Association (MOA) is a legal document prepared in the

formation and registration process of a limited liability company to define its
relationship with shareholders. The MOA is accessible to the public and
describes the company’s name, physical address of registered office, names of
shareholders and the distribution of shares.
The MOA and the Articles of Association serve as the constitution of the
company. The MOA is not applied in the U.S. but is a legal requirement for
limited liability companies in European countries including the United
Kingdom, France and Netherlands, as well as some Commonwealth nations.
Legal Name of the Company
The name clause requires you to state the legal and recognized name of the
company. You are allowed to register a company name only if it does not bear
any similarities with the name of an existing company. Your company name
must end with the word “limited” because the preparation of an MOA is a legal
requirement for limited liability companies only.
Physical Address of the Registered Office
The registered office clause requires you to show the physical location of the
registered office of the company. You are required to keep all the company
registers in this office in addition to using the office in handling all the outgoing
and incoming communication correspondence. You must establish a registered
office prior to commencing business activities.
Objectives of the Company
The objective clause requires you to summarize the main objectives for
establishing the company with reference to the requirements for shareholding
and use of financial resources. You also need to state ancillary objectives; that
is, those objectives that are required to facilitate the achievement of the main
objectives. The objectives should be free of any provisions or declarations that
contravene laws or public good.
Liability of Shareholders
The liability clause requires you to state the extent to which shareholders of
the company are liable to the debt obligations of the company in the event of
the company dissolving. You should show that shareholders are liable only
their shareholding and/or to their commitment to contribute to the dissolution
costs upon liquidation of a company limited by guarantee.
LLB-MZUMBE UNIVERSITY
0685563704

Authorized Share Capital

The capital clause requires you to state the company’s authorized share
capital, the different categories of shares and the nominal value (the minimum
value per share) of the shares. You are also required to list the company’s
assets under this clause.
Association and Formation of a Company
The association clause confirms that shareholders bound by the MOA are
willingly associating and forming a company. You require seven members to
sign an MOA for a public company and not less than two people for a MOA of a
private company. You must conduct the signing in the presence of witness who
must also append his signature.

Rationale for the memorandum of Association

 It provides the basis of incorporation
 It determines the areas of incorporation of the company
 It defines the relationship of the company with the outsiders
 Provide rules regarding capital structure of the Co.

Preparation of Memorandum
Section 4(1) of the Companies Act, states that, the
memorandum of every company shall be printed in English
Language.
Section 5 of the same Act states that, the memorandum
shall be dated and shall be signed by each subscriber in
the presence of at least one attesting witness.
 Opposite the signature of every subscriber and
attesting witness, there shall be written in legible
characters his full names, his occupations and Postal
Address.
 Companies should not have similar names
LLB-MZUMBE UNIVERSITY
0685563704

Contents of the Memorandum of Association of a Public

Company
The memo for a Public company limited with shares has
about six clauses in it.
The clauses contains the respective rules which governs
the company and tells why its was formed.
These Clauses are:
Clauses of the Memo…
 Name Clause
See section 30 of the Companies Act
 Each company must have a name.
 The name of a company is a symbol of the company
itself.
 It is also part and parcel of the assets of the company
as it creates good will from the customers that have for
so long being dealing with it.
The case of Society of Motor Manufacturers and
Traders Ltd v Motor Manufacturer and traders
Mutual Insurance Company Ltd [1925] 1 Ch 675
 The name of the company should not mislead the
public.
 It should not be unreasonable as well
LLB-MZUMBE UNIVERSITY
0685563704

 Registered office clause of the Companies Act

See section 110 of the Companies Act
The company law requires that every company must
have a registered office.
The registered office of a company acts as a home for
the company.
This provides for full address, location and a physical
residential home where the headquarters of the
company shall be situated.
Every company is required to paint or affix its name on
the outside of every office or place in which its
business is carried on, in conspicuous position, in
letters easily legible. Section 112(1) (a) of the
Companies Act

 Liability Clause
According to section 3 and 27 of the Companies Act
 This clause has to state whether the liability of Co. is
limited by shares or guarantee.
 This clause has to state whether the liability of Co. is
limited by shares or guarantee.
 The Capital clause of the company
See sections 5 and 64 of the Companies Act
The capital Clause of a company states the amount of the
capital with which it is registered, divided into shares of
fixed amount.
LLB-MZUMBE UNIVERSITY
0685563704

The amount of such capital is determined by the cost of

starting the business and there is no statutory limitation
regarding minimum or maximum.
The power of a limited company to alter its share capital is
provided under section 64 of the Co. Act
 The Object Clause
See section 7 of the Companies Act
This is the clause in the Memo which states the range of
activities of the company.
• Traditionally a company would not be expected and as
such allowed to transact beyond its objects.
• Thus this clause limits the range of acts of the
company.
The doctrine of Ultra-vires
The Co. has the power to do all such things which are:
o Authorized to be done by the Companies Act
o Essential to the attainment of its objects specified in
the memorandum.
o Reasonably and fair incidental to its objects. Any thing
else beyond that ultra vires the Company.
What are the impacts of Ultra vires?
 The Ultra-vires acts are void.
 They don’t bind the company nor the third party
can sue under them.
 The Directors are also held accountable for ultra-
vires Acts
LLB-MZUMBE UNIVERSITY
0685563704

Ways to circumvent ultra-vires doctrine

 The Drafting of the Memorandum of the company to
allow directors of the company to carry on any
business whatsoever they deem fit
 The other practice has also bee of the use of
independent object clauses
 Alteration of the object clause

in Tanzania
Read section 7 of the Companies Act on a general trading companies
✓ Read also section 35 on the Companies Act not limited
by the memorandum
✓ Section 36 on the person dealing with the company in
good faith
✓ Section 37 waver of the duty to inquire

 Association Clause
See section 4 and 5 of the Companies Act
In this clause the subscribers declare that, they desire to
be formed into a company and agree to take the shares
stated against their names.
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ENGINEERED BY:

DATIUS DIDACE
Visit:
https://mzumbeuniversity.academia.edu/Datius_Didace