INTRODUCTION

´ 



In order to run a business legally in the company form of organization, a large number of legal documents and papers are prepared and are submitted to or filed with the Registrar of Companies. Among various kinds of documents the following documents are considered to be the most important: Memorandum of Association Articles of Association

II.CONTENTS (OR CLAUSES) OF MEMORANDUM OF ASSOCIATION There are total six contents or clauses of Memorandum of Association and these Are: I. Name Clause [Section 13(1)(a)] Registered Office [Section 13(1)(b)] Object Clause [Section 13(1)(d)] Liability Clause [Section 13(2)] Capital Clause [Section 13(4)(a)] Association Clause [Section 13(4)(c)] . VI. III. V. IV.

SAMPLE FORMAT FOR MEMORANDUM OF ASSOCIATION ´ 1. Name of the Society: The name of the society shall be«««««««««««««««««««. Aims and Objects: The aims and objects for which the society is established is as under: (a ) (b ) (c ) (d )and so on««.. ´ ´ . 2. Registered Office: Registered office of the society shall remain in the «««««««««« (Mention the state) and at present it is at the following address: __________________________________________________________________ _____ __________________________________________________________________ _____ 3.

Governing Body: The names. Name Addresses Occupation Designation in the society (full in capital)________________________________________________ (1) (2) (3) (4) (5) (6) (7) and so on 5.1860 in pursuance of this Memorandum of Association of the Society.are as follows: __________________________________________________________________ S. ´ .No. addresses. occupation and designation of the present members of the governing body to whom the management of the society is entrusted as required under Section 2 of the Societies Registration Act. 1860 .´ 4. Desirous person We the undersigned are desirous of forming a society namely ´«««««««µ under the Societies Registration Act.

by virtue of his membership .earnings.whatsoever. 2) Following paragraph should be added as last paragraph: ´ All the incomes . bonus. to the present or past members of the society or to any person claiming through any one or more of the present or the past members .No.No member of the society shall have any personal claim on any movable or immovable properties of the society or make any profit .S. movable or immovable properties of the society shall be solely utilised and applied towards the promotion of its aims and objects only as set forth in the Memorandum of Association and no portion thereof shall be paid or transferred directly by way of dividends. Names and Addresses Age Occupations Signatures __________________________________________________________________ (1) (2) (3) (4) (5) (6) (7) and so on ´ Note: 1) The memorandum should close here. profits or in any manner whatsoever.

Attested the signatures from No. 1 to 7 (or more) members of the society with Addresses Signatures of the Attesting Officer with Official Seal (1) (2) Certified that this is the true and correct copy of the Memorandum Signatures of Two witnesses other The Signatures of any three members of the Governing Body President Secretary Treasurer .

The Registered Office clause : states the name of the state . The liability clause : This clause is to state the nature of liability that the member incur.CONTENTS OF MEMORANDUM ´ The Name clause : The company should state its name. The Object clause : shows the object for which the company is formed. ´ ´ ´ . And the extent of power which the company can exercise to achieve it.

The association clause: This clause provides that those who have agreed to subscribe to the memorandum must signify their willingness to associate and form a company ´ .´ The capital clause: company limited by share must state the authorised or nominal share capital.

number and denominations of shares. lien of shares etc. (vii) Alteration of share capital. (v) Procedure for issue of share certificate and share warrants.CONTENTS OF ARTICLES OF ASSOCIATION Some of the important contents of Articles of Association are as follows: ´ Matters relating to shareholders: (i) Types . reissue and surrender of shares. (iii) Methods of making an issue of share capital. (iv) Procedure for making calls and allotment of shares. (vi) Conversion of shares into stock. (ii) The respective rights of different types of shares. (xii) Procedure for transfer and transmission of shares. (xi) Procedure regarding company meetings. (x) The amount of minimum subscription. (viii)Voting powers of the shareholders.. (ix) Procedure for forfeiture. .

Other matters: (i) Procedure for audit of company accounts. (iii) Procedure for retirement and removal of Directors. (vi) Rights and liabilities of Directors.. (iv) Rules regarding borrowing power of Directors. re-appointment. (vii) Rules for fixation of maximum and minimum Directors. remuneration. of the Directors. (iii) Rules regarding keeping of books of accounts. (ii) Procedure of winding up of the company. (v) Rules regarding conducting meetings of Directors. (v) Commission and brokerage for selling shares to underwriters. . etc.´ ´ Matters relating to Directors: (i) Rules regarding appointment. (vii) Interest rates on calls-in-advance and calls-in-arrear. (iv) Borrowing of funds from the public and the rate of interest thereon. (ii) Rules regarding qualification and disqualification of directors. etc. (vi) Rules regarding declaration of dividends and capitalisation of reserves. reward.

Sign up to vote on this title
UsefulNot useful