Amity Business School

Amity Business School

MBA -G, Semester I
Economic and Business Legislation
Monica Suri

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COMPANY LAW

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• MEMORANDUM OF ASSOCIATION
• IS THE CHARTER OF THE COMPANY

• DEFINES THE RELATIONSHIP OF THE COMPANY WITH

THE OUTSIDE WORLD.
• BASED ON TABLES B,C,D AND E OF SCHEDULE I OF THE
COMPANIES ACT , 1956

• BASED ON THE DOCTORINE OF ULTRA VIRES

IT IMPLIES “ BEYOND THE POWERS” . THEREFORE IF
ANYTHING IS DONE BEYOND THE OBJECTS OF
MEMORANDUM IT IS ULTRA VIRES.

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Has Six Clauses:

• -NAME CLAUSE
• -REGISTERED OFFICE CLAUSE
• -OBJECTS CLAUSE
• -LIABILITY CLAUSE
• -SHARE CAPITAL CLAUSE
• ASSOCIATION CLAUSE
• All the clauses are subject to alteration in the
AGM

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ARTICLES OF ASSOCIATION
• Are the bye laws of the company.
• Defines the internal rules and regulations of the
company.
• Mandatory for a public ltd. Company to register
articles else TABLE A of Schedule I comes into
existence.
• TABLE A could be adopted in full
Or in part
Or wholly exclude TABLE A through a clause
and adopt its own byelaws.

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CONTAINS DETAILS RELATING TO :

-SHARES
-MEETINGS
-DIRECTORS
-CAPITAL
-PROXIES
AND ANY OTHER RELEVANT TO THE
FUNCTIONING.
A COMPANY MAY ALTER ITS ARTICLES WHEN
NEEDED

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COMPANY FORMATION

• PROMOTION

• REGISTRATION

• FLOTATION

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INCORPORATION

-AVAILABILTY OF NAME IN FORM IA

-PREPARATION OF MEMORANDUM AND ARTICLES OF

-ASSOCIATION: MOA CONTAINS CLAUSES AND AOA

DETAILS ABOUT DIRECTORS, MEETINGS ETC.

-VETTING OF MOA AND AOA

-POWER OF ATTORNEY

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• OTHER DOCUMENTS TO BE FILED WITH ROC:

• FORM 18,
• FORM 29,
• FORM 32.

• -STATUTORY DECLARATION IN FORM 1

• -PAYMENT OF REGISTRATION FEES AND FILING

FEES.

• -CERTIFICATE OF INCORPORATION

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FLOATATION
• After the certificate of incorporation
company can float.
• A pvt. Ltd. Company can float after
Certificate of incorporation.
• A public ltd company must obtain the
certificate of commencement of
business after floatation.
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• MCA 21:
• DSN
• DIN
• ONLINE REGISTRATION OF
COMPANIES

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• Types of Meetings:

• • ANNUAL GENERAL MEETING

• • BOARD MEETING

• • STATUTORY MEETING

• • EXTRA ORDINARY GENERAL MEETING

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• FAQ
• Q1.Define Doctorine of Ultra Vires.
• Ans. - ( explianed in the slide)

• Q2. Difference between Motion and resolution.

• Ans-A motion is a offer / proposal submitted by
the mover for discussion in the meeting . It is
thereafter put to vote by the chairman.

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Motion becomes a resolution only after a

requisite majorityhas passed or approved
it in AGM/EGM.

Q3. Whet are the various types of

resolutions ?
Ans. Ordinary 2. Special
3. Special requiring notice
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