E-Notes Corporate Law Unit-1

Chanderprabhu Jain College of Higher Studies
&
School of Law
An ISO 9001:2015 Certified Quality Institute
(Recognized by Govt. of NCT of Delhi, Affiliated to GGS Indraprastha University,
Delhi)
Class : BALL.B V Semester (A+B)
Paper Code : LLB 305
Subject : Corporate Law
Faculty name : Ms. Shivali Rawat
Unit 1: Incorporation and Formation of Company
What is a Company?
Literary meaning of the word ‘company’ is an association of persons formed for common object.
A company is a voluntary association of persons recognised by law, having a distinctive name
and common seal, formed to carry on business for profit, with capital divisible into transferable
shares, limited liability, a corporate body and perpetual succession.
Characteristics of Company:
On the basis of definitions studied above, the following are the characteristics of a company:
1. An Artificial Person Created by Law:

A company is a creation of law, and is, sometimes called an artificial person. It does not take
birth like natural person but comes into existence through law. But acompany enjoys all the
rights of a natural person. It has right to enter into contracts and own property. It can sue other
and can be sued. But it is an artificial person, so it cannot take oath, cannot be presented in court
and it cannot be divorced or married.
2. Separate Legal Entity:

A company is an artificial person and has a legal entity quite distinct from its members. Being
separate legal entity, it bears its own name and acts under a corporate name; it has a seal of its
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own; its assets are separate and distinct from those of its members.
Its members are its owners but they can be its creditors simultaneously as it has separate legal
entity. A shareholder cannot be held liable for the acts of the company even if he holds virtually
the entire share capital. The shareholders are not agents of the company and so they cannot bind
it by their acts.
3. Perpetual Succession:
The life of company is not related with the life of members. Law creates the company and
dissolves it. The death, insolvency or transfer of shares of members does not, in any way, affect
the existence of a company.
4. Common Seal:
On incorporation a company becomes legal entity with perpetual succession and a common seal.
The common seal of the company is of great importance. It acts as the official signature of the
company. As the company has no physical form, it cannot sign its name on a contract. The name
of the company must be engraved on the common seal. A document not bearing the common
seal of the company is not authentic and has no legal importance.
4. Limited Liability:
The limited liability is another important feature of the company. If anything goes wrong with
the company his risk is only to the extent of the amount of his shares and nothing more. If some
amount is uncalled upon a share, he is liable to pay it and not beyond that.
The creditors of a company cannot get their claims satisfied beyond the assets of the company.
The liability of members of a company ‘limited by guarantee’ is limited to the amount of
guarantee.
5. Transferability of Shares:
A shareholder can transfer his shares to any person without the consent of other members. Under
Articles of Association, a company can put certain restriction on the transfer of shares but it
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cannot altogether stop it. Private company can put more restrictions on the transferability of
shares.
6. Limitation of Work:
The field of work of a company is fixed by its charter. The Memorandum of Association. A
company cannot do anything beyond the powers defined in it. Its action is, therefore, limited. In
order to do the work beyond the memorandum of association, there is a need for its alteration.
7. Voluntary Association for Profits:

A company is a voluntary association of persons to earn profits. It is formed for the
accomplishment of some public good and whatsoever profit is divided among its shareholders. A
company cannot be formed to carry on an activity against the public policy and having no profit
motive.
8. Representative Management:
The shareholders of company are widely scattered. It is not possible for all the shareholders to
take part in the management. They leave their task to the representatives the Board of Directors
and the company is managed by Board of Directors.
9. Termination of Existence:
A company is created by law, carries on its affairs according to law and ultimately is affected by
law. Generally, the existence of a company is terminated by means of winding up.
Forms of Business Organization- Following are the forms of business organization-
1. Sole Proprietorship
The vast majority of small businesses start out as sole proprietorships. These firms are owned by
one person, usually the individual who has day-to-day responsibility for running the business.
Sole proprietorships own all the assets of the business and the profits generated by it. They also
assume complete responsibility for any of its liabilities or debts. In the eyes of the law and the
public, you are one in the same with the business.
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2. Partnership
In a Partnership, two or more people share ownership of a single business. Like proprietorships,
the law does not distinguish between the business and its owners. The Partners should have a
legal agreement that sets forth how decisions will be made, profits will be shared, disputes will
be resolved, how future partners will be admitted to the partnership, how partners can be bought
out, or what steps will be taken to dissolve the partnership when needed; Yes, its hard to
think about a “break-up” when the business is just getting started, but many partnerships split
up at crisis times and unless there is a defined process, there will be even greater problems. They
also must decide up front how much time and capital each will contribute, etc.
3. Corporations
A Corporation, chartered by the state in which it is headquartered, is considered by law to be a

unique entity, separate and apart from those who own it. A Corporation can be taxed; it can be
sued; it can enter into contractual agreements. The owners of a corporation are its shareholders.
The shareholders elect a board of directors to oversee the major policies and decisions. The
corporation has a life of its own and does not dissolve when ownership changes.
Limited Liability Company (LLC)
The LLC is a relatively new type of hybrid business structure that is now permissible in most
states. It is designed to provide limited liability features of a corporation and the tax efficiencies
and operational flexibility of a partnership. Formation is more complex and formal than that of a
general partnership.
The owners are members, and the duration of the LLC is usually determined when the
organization papers are filed. The time limit can be continued if desired by a vote of the
members at the time of expiration. LLC’s must not have more than two of the four characteristics
that define corporations: Limited liability to the extent
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of assets; continuity of life; centralization of management; and free transferability of ownership

interests.
Kind of Companies-
A) On the basis of incorporation:
On the basis of incorporation, companies can be classified as:
(i) Chartered companies
(ii) Statutory companies
(iii) Registered companies
(i) Chartered companies: The crown in exercise of the royal prerogative has power to create a
corporation by the grant of a charter to persons assenting to be incorporated. Such companies or
corporations are known as chartered companies. Examples of this type of companies are Bank
of England (1694), East India Company (1600). The powers and the nature of business of a
chartered company are defined by the charter which incorporates it. After the country attained
independence, these types of companies do not exist in India.
(ii) Statutory companies: A company may be incorporated by means of a special Act of the
Parliament or any state legislature. Such companies are called statutory companies, Instancesof
statutory companies in India are Reserve Bank of India, the Life Insurance Corporation of
India, the Food Corporation of India etc. The provisions of the Companies Act 1956 apply to
statutory companies except where the said provisions are inconsistent with the provisions of
the Act creating them. Statutory companies are mostly invested with compulsory powers.
(iii) Registered companies: Companies registered under the Companies Act 1956, or earlier
Companies Acts are called registered companies. Such companies come into existence when
they are registered under the Companies Act and a certificate of incorporation is granted to
them by the Registrar.
(B) On the basis of liability: On the basis of liability the company can beclassified into:
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(i) Companies limited by shares
(ii) Companies limited by guarantee
(iii) Unlimited companies.
(i) Companies limited by shares:
When the liability of the members of a company is limited to the amount if any unpaid on the
shares, such a company is known as a company limited by shares. In a company limited by
shares the liability of the members is limited to the amount if any unpaid on the shares
respectively held by them. The liability can be enforced during existence of the company as well
as during the winding up. Where the shares are fully paid up, no further liability rests on them.
(ii) Companies limited by guarantee:

It is a registered company in which the liability of members is limited to such amounts as they
may respectively undertake by the memorandum to contribute to the assets of the company in the
event of its being wound up. In the case of such companies the liability of its members is limited
to the amount of guarantee undertaken by them. Clubs, trade associations, research associations
and societies for promoting various objects are various examples of guarantee companies.
(iii) Unlimited companies:

A company not having a limit on the liability of its members is termed as unlimited company. In
case of such a company every member is liable for the debts of the company as in an ordinary
partnership in proportion to his interest in the company. Such companies are not popular in India.
(C) On the basis of number of members:

(i) Private company: A private company means a company which by its articles of association:
(i) Restricts the right to transfer its shares (ii) Limits the number of its members to fifty
(excluding members who are or were in the employment of the company) and (iii) Prohibits any
invitation to the public to subscribe for any shares or debentures of the company. (iv) Where two
or more persons hold one or more
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Shares in a company jointly, they are treated as a single member. There should be at least two
persons to form a private company and the maximum number of members in a private company
cannot exceed 50. A private limited company is required to add the words “Private Ltd” at the
end of its name.
(ii) Public company: (ii) A public company means a company which is not a private company.
There must be at least seven persons to form a public company. It is of the essence of a public
company that its articles do not contain provisions restricting the number of its members or
excluding generally the transfer of its shares to the public or prohibiting any invitation to the
public to subscribe for its shares or debentures. Only the shares of a public company are capable
of being dealt in on a stock exchange.
(D) According to Domicile:

(i) Foreign company: It means a company incorporated outside India and having a place of
business in India. According to Section 591 a foreign company is one incorporated outside India:
(a) Which established a place of business within India after the commencement of this Act or (b)
Which had a place of business within India before the commencement of this Act and continues
to have the same at the commencement of this Act.
(ii) Indian Companies: A company formed and registered in India is known as an Indian
Company.
(E) Miscellaneous Category:

(i) Government Company: It means any company in which not less than 51 percent of the paid
up share capital is held by the Central Govt, and/or by any State Government or Governments or
partly by the Central Government and partly by one or more State Governments. The subsidiary
of a Government company is also a Government company.
(ii) Holding and subsidiary companies: A company is known as the holding company of
another company if it has control over another company. A company is known as subsidiary of
another company when control is exercised by the latter over the former called a subsidiary
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company. A company is to be deemed to be subsidiary company of another if the other: (a)
Controls the composition of its Board of directors or (b) Exercises or controls more than half of
its total voting power where it is an existing company in respect where of the holders of
preference shares issued before the commencement of the Act have the same voting rights as the
holders of equity shares or (c) In the case of any other company holds more than half in nominal
value of its equity share capital or (b) If it is a subsidiary of a third company which is subsidiary
of the controlling company.
(iii) One man Company: This is a company in which one man holds practically the whole of
the share capital of the company and in order to meet the statutory requirement of minimum
number of members, some dummy members hold one or two shares each. The dummy members
are usually nominees of principal shareholder. The principal shareholder is in a position to enjoy
the profits of the business with limited liability. Such type of companies are perfectly valid and
not illegal.
INCORPORATION OF A COMPANY
Moving from the Companies Act 1956 to the Companies Act 2013 therefore all the provisions
become changed with new Act, 2013. Due to new act many amendments were introduce by
Central Government from time to time by Notification, Amendments etc. There were so many
amendments have been made in last approximately 4 years in relation to Incorporation of New
Company.
1. Application for Availability of Name of company

As per section 4(4) a person may make an application, in such form and manner and
accompanied by such fee, as may be prescribed, to the Registrar for the reservation of a name set
out in the application as—
(a) the name of the proposed company; or

(b) the name to which the company proposes to change its name.
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As per Rule 9 of Companies (incorporation) Rules 2014, an application for the reservation of a
name shall be made in Form No. INC.1 along with the fee as provided in the Companies
(Registration offices and fees) Rules, 2014.
According to section 4(2), the name stated in the memorandum of association shall not—
(a) be identical with or resemble too nearly to the name of an existing company registered under
this Act or any previous company law; or
(b) be such that its use by the company—

(i) will constitute an offence under any law for the time being in force; or
(ii) Is undesirable in the opinion of the Central Government.
Section 4(3) provides that without prejudice to the provisions of section 4(2), a company shall
not be registered with a name which contains—
(a) any word or expression which is likely to give the impression that the company is in any way
connected with, or having the patronage of, the Central Government, any State Government, or
any local authority, corporation or body constituted by the Central Government or any State
Government under any law for the time being in force; or
(b) Such word or expression, as may be prescribed, unless the previous approval of the Central
Government has been obtained for the use of any such word or expression.
Section 4(5) (i) lays down that upon receipt of an application under sub-section (4), the Registrar
may, on the basis of information and documents furnished along with the application, reserve the
name for a period of 60 days from the date of the application.
Rule 8 of Companies(incorporation) Rules, 2014 states that in determining whether a proposed

name is identical with another, the differences on account of certain aspects may be disregarded,
the details of the same is stated in that rule.
2. Filing of documents
After approval of name or for Incorporation of Company applicant have to prepare the following
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below mentioned Documents;
(I) INC-9 Affidavit / declaration by first subscriber(s) and director(s) (on duly authorized
Stamp Papers).
(II) DIR-2 declaration from first Directors along with Copy of Proof of Identity and residential
address.
(III) NOC from the owner of the property.
(IV) Proof of Office address (Conveyance/ Lease deed/ Rent Agreement etc. along with rent
receipts);
(V) Copy of the utility bills (not older than two months)
(VI) In case of subscribers/ Director does not have a DIN, it is mandatory to attach:
Proof of identity and residential address of the subscribers
(VII) All the Subscribers should have Digital Signature.
Once all the above mentioned documents/ information are available. Applicant has to fill the
information in the e-form “Spice” INC-32.
3. Preparation of Memorandum and Articles of Association - After proper filing of SPICE

form applicant has to download the e-form INC-33 (MOA) and IN-34 (AOA)
A. Memorandum of Association- The Memorandum of Association is the charter of a

company. It is a document, which amongst other things, defines the area within which the
company can operate.
The first step in the formation of a company is to prepare a document called the memorandum of
association. In fact memorandum is one of the most essential pre- requisites for incorporating
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any form of company under the Act.
As per section 2(56) “memorandum” means the 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
this Act.
Section 4 of the Act prescribes the particulars to be mentioned in a memorandum of association

and other requirements. It is the constitution document of the company. The company cannot
depart from the provisions of the memorandum. If it enters into a contract or engages in any trade
or business which is beyond the powers conferred on it by the memorandum, such a contract or
the act will be ultra vires (Beyond Powers) the company and hence void.
Section 4(6) of the Companies Act, 2013 provides that the memorandum ofassociation should be
in any one of the Forms specified in Tables A, B, C, D or E of Schedule I to the Act, as may be
applicable in relation to the type of company proposed to be incorporated or in a
Form as near thereto as the circumstances admit.
i. The Form in Table A is applicable in the case of companies limited by shares;
ii. the Form in Table B is applicable to companies limited by guarantee not having a share
capital;
iii. The Form in Table C is applicable to the companies limited by guarantee having a
sharecapital;
iv. The Form in Table D is applicable to unlimited companies not having a share capital;
v. The Form in Table E is applicable to unlimited companies having a share capital.

A company shall adopt any of the model Forms of the memorandum of association mentioned
above, as may be applicable to it.
As per Section 4(1), the memorandum of a limited company must state the following:
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(a) The name of the company with “Limited” as its last word inthe case of a public company;
and “Private Limited” as its last words in the case of a private company;(Name Clause)
(b) The State in which the registered office of the company is to be situated;(Situation Clause)
(c) The objects for which the company is proposed to be incorporated and any matter
considerednecessary in furtherance thereof;(objects clause)
Provided that nothing in this clause shall apply to a company registered under section 8;
(d) the liability of members of the company, whether limited or unlimited, and also state,—
(Liability Clause)
(i) In the case of a company limited by shares, that liability of its members is limited to the
amount unpaid, if any, on the shares held by them; and
(ii) In the case of a company limited by guarantee, the amount up to which each member
undertakes to contribute—
(A) To the assets of the company in the event of its being wound-up while he is a member or
within one year after he ceases to be a member, for payment of the debts and liabilities of the
company or of such debts and liabilities as may have been contracted before he ceases to be a
member, as the case may be; and
(B) To the costs, charges and expenses of winding-up and for adjustment of the rights of the
contributories among themselves;
(e) In the case of a company having a share capital,—(Capital Clause)

(i) The amount of share capital with which the company is to be registered and the division
thereof into shares of a fixed amount and the number of shares which the subscribers to the
memorandum agree to subscribe which shall not be less than one share per subscriber; and
(ii) The number of shares each subscriber to the memorandum intends to take, indicated opposite
his name;
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(f) In the case of a One Person Company, the name of the person who, in the event of the death
of the subscriber, shall become the member of the company.
According to section 4(7), any provision in the memorandum or articles, in the case of a
company limited by guarantee and not having a share capital, purporting to give any person a
right to participate in the divisible profits of the company otherwise than as a member, shall be
void.
The above clauses are compulsory and are designated as “conditions” prescribed
by the Act, on the basis of which a company is incorporated.
It is to be noted that the Companies Act, 2013 shall override the provisions in the memorandum
of a company, if the latter contains anything contrary to the provisions in the Act (Section 6).
Articles of Association (AOA) - According to Section 2(5) of the Companies Act, 2013,
‘articles’ means the articles of association of a company as originally framed or as altered from
time to time or applied in pursuance of any previous company law or of this Act Articles of
Association (AOA) is a secondary document that is constituted only after the MOA. It lays down
the rules and regulations for the administration and management of the company. The articles lay
down the right, responsibilities, powers, duties, etc of the members along with information
regarding the accounts and audit of the company.
It is mostly advisable for every company to have its own article but a company limited by shares
can adopt Table A for the same purpose. It is made to guide the working and governance inside
the company.
It follows the MOA and can’t contradict it. It is easier to amend than MOA which can be done
without any restrictions. It can be amended retrospectively in the Annual General Meeting as per
the choice of the company.
4. After filing of MOA and AOA the details of PAN & TAN are required. It is mandatory to
mention the details of PAN & TAN in the Incorporation Form INC-
32. Link to find out of Area Code to file PAN & TAN are given in Help Kit of SPICE Form.
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5. Certificate of Incorporation -Section 7(2) states that the Registrar on the basis of documents
and information filed under sub-section (1) of section 7, shall register all the documents and
information referred to in that sub- section in the register and issue a certificate of incorporation
in the prescribed form to the effect that the proposed company is incorporated under this Act.
From the date of incorporation mentioned in the certificate of incorporation, such subscribers to
the memorandum and all other persons, as may, from time to time, become members of the
company, shall be a body corporate by the name contained in the memorandum, capable of
exercising all the functions of an incorporated company under this Act and having perpetual
succession and a common seal with power to acquire, hold and dispose of property, both
movable and immovable, tangible and intangible, to contract and to sue and be sued, by the said
name.The subscribers would become the members of the company.
DOCTRINE OF INDOOR MANAGEMENT - The doctrine of indoor management

was evolved 150 years ago. It is also known as Turquand’s rule. The role of doctrine of indoor
management is opposed to of the role of doctrine of constructive notice. The doctrine of
constructive notice protects company against outsiders whereas the doctrine of indoor
management protects outsiders against the actions of company. This doctrine also is a possible
safeguard against the possibility of abusing the doctrine of constructive notice.
The person entering into a transaction with the company only needed to satisfy that his proposed
transaction is not inconsistent with the articles and memorandum of the company. He is not
bound to see the internal irregularities of the company and if there are any internal irregularities
than company will be liable as the person has acted in the good faith and he did not know about
the internal arrangement of the company.
The rule is based upon obvious reason of convenience in business relations. Firstly, the articles
of association and memorandum are public documents and they are open to public for inspection.
Hence an outsider “is presumed to know the constitution of a company, but what may or may not
have taken place within the doors that are closed to him.”
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ORIGIN OF THE DOCTRINE
This doctrine was laid down in the case of Royal British Bank V. Turquand, The directors of the
company borrowed some money from the plaintiff. The article of company provides for the
borrowing of money on bonds but there was a necessary condition that a resolution should be
passed in general meeting. Now in this case shareholders claims that as there was no such
resolution passed in general meeting so company is not bound to pay the money. It was held that
the company is bound to pay back the loan. As directors could borrow but subjected to the
resolution, so the plaintiff had the right to infer that the necessary resolution must have been
passed.
It was held that Turquand can sue the company on the strength of the bond. As he was entitles to
assume that the necessary resolution had been passed. Lord Hatherly observed- “Outsiders are
bound to know the external position of the company, but are not bound to know its indoor
management.”
DOCTRINE OF ULTRA VIRES-
It is a Latin term made up of two words “ultra” which means beyond and “vires” meaning power
or authority. So we can say that anything which is beyond the authority or power is called ultra-
vires. In the context of the company, we can say that anything which is done by the company or
its directors which is beyond their legal authority or which was outside the scope of the object of
the company is ultra-vires.
Memorandum of association is considered to be the constitution of the company. It sets out the
internal and external scope and area of company’s operation along with its objectives, powers,
scope. A company is authorized to do only that much which is within the scope of the powers
provided to it by the memorandum. A company can also do anything which is incidental to the
main objects provided by the memorandum. Anything which is beyond the objects authorized by
the memorandum is an ultra-vires act.
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ORIGIN OF THE DOCTRINE
The doctrine of ultra-vires first time originated in the classic case of Ashbury Railway Carriage
and Iron Co. Ltd. v. Riche, (1878) L.R. 7 H.L. 653, which was decided by the House of Lords. In
this case the company and M/s. Riche entered into a contract where the company agreed to
finance construction of a railway line. Later on, directors repudiated the contract on the ground
of its being ultra-vires of the memorandum of the company. Riche filed a suit demanding
damages from the company. According to Riche, the words “general contracts” in the objects
clause of the company meant any kind of contract. Thus, according to Riche, the company had
all the powers and authority to enter and perform such kind of contracts. Later, the majority of
the shareholders of the company ratified the contract. However, directors of the company still
refused to perform the contract as according to them the act was ultra-vires and the shareholders
of the company cannot ratify any ultra- vires act.
When the matter went to the House of Lords, it was held that the contract was ultra-vires the
memorandum of the company, and, thus, null and void. Term “general contracts” was interpreted
in connection with preceding words mechanical engineers, and it was held that here this term
only meant any such contracts as related to mechanical engineers and not to include every kind
of contract. They also stated that even if every shareholder of the company would have ratified
this act, then also it had been null and void as it was ultra-vires the memorandum of the company.
Memorandum of the company cannot be amended retrospectively, and any ultra-vires act cannot
be ratified.
Exceptions to the doctrine
Any act which is done irregularly, but otherwise it is intra-vires the company, can be validated by
the shareholders of the company by giving their consent.
Any act which is outside the authority of the directors of the company but otherwise it is intra-
vires the company can be ratified by the shareholder of the company.
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If the company acquires property in a manner which is ultra-vires of the contract, the right of the
company over such property will still be secured.
Any incidental or consequential effect of the ultra-vires act will not be invalid unless the
Companies Act expressly prohibits it.
If any act is deemed to be within the authority of the company by the Company’s Act, then they
will not be considered as ultra-vires even if they are not expressly stated in the memorandum.
Articles of association can be altered with retrospective effect to validate an act which is ultra-
vires of articles.
DOCTRINE OF CONSTRUCTIVE NOTICE- The memorandum and articles of

association of every company are registered with the Registrar of Companies. The office of the
Registrar is a public office and consequently the memorandum and articles become public
documents. They are open and accessible to all. It is therefore, the duty of every person dealing
with a company to inspect its public documents and make sure that his contract is in conformity
with their provisions. But whether a person actually reads them or not, he is to be in the same
position as if he had read them. He will be presumed to know the contents of those documents.
Another effect of this rule is that a person dealing with the company is taken not only to have
read those documents but to have understood them according to their proper meaning. He is
presumed to have understood not merely the company’s powers but also those of its officers.
Further, there is a constructive notice not merely of the memorandum and articles, but also of all
the documents, such as special resolutions [S. 117] and particulars of charges [S. 77] which are
required by the Act to be registered with the Registrar. But there is no notice of documents which
are filed only for the sake of record, such as returns and accounts. According to Palmer, the
principle applies only to the documents which affect the powers of the company.
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The common law doctrine of constructive notice should apply to the form. To reiterate the form
is a public document which contains particulars of directors who are the mind and will of a
company, as well as managers and secretaries who are responsible for the day to day running of
the company. It is a document which affects the powers of the company and its agents. Certainly,
its purpose must be more than just to provide information about the company’s directors,
managers and secretary. Therefore, persons dealing with company should check with the
Registrar of Companies who its directors, mangers and secretaries are at given time.
Sd/-
Ms. Shivali Rawat
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Chanderprabhu Jain College of Higher Studies

Class : BALL.B V Semester (A+B)

Paper Code : LLB 305

Subject : Corporate Law

Faculty name : Ms. Shivali Rawat

Unit 1: Incorporation and Formation of Company

1. An Artificial Person Created by Law:

2. Separate Legal Entity:

7. Voluntary Association for Profits:

Forms of Business Organization- Following are the forms of business organization-

A Corporation, chartered by the state in which it is headquartered, is considered by law to be a

Limited Liability Company (LLC)

of assets; continuity of life; centralization of management; and free transferability of ownership

(ii) Companies limited by guarantee:

(iii) Unlimited companies:

(C) On the basis of number of members:

(D) According to Domicile:

(E) Miscellaneous Category:

1. Application for Availability of Name of company

(a) the name of the proposed company; or

(b) be such that its use by the company—

Rule 8 of Companies(incorporation) Rules, 2014 states that in determining whether a proposed

(III) NOC from the owner of the property.

(VII) All the Subscribers should have Digital Signature.

3. Preparation of Memorandum and Articles of Association - After proper filing of SPICE

A. Memorandum of Association- The Memorandum of Association is the charter of a

As per section 2(56) “memorandum” means the memorandum of association of a company as

Section 4 of the Act prescribes the particulars to be mentioned in a memorandum of association

Form as near thereto as the circumstances admit.

i. The Form in Table A is applicable in the case of companies limited by shares;

v. The Form in Table E is applicable to unlimited companies having a share capital.

(e) In the case of a company having a share capital,—(Capital Clause)

by the Act, on the basis of which a company is incorporated.

DOCTRINE OF INDOOR MANAGEMENT - The doctrine of indoor management

ORIGIN OF THE DOCTRINE

DOCTRINE OF ULTRA VIRES-

Exceptions to the doctrine

DOCTRINE OF CONSTRUCTIVE NOTICE- The memorandum and articles of

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