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Document which contains the rules regarding constitution and activities or objects of the company
One of the documents to be filed with the RoC at the time of incorporation
Fundamental charter of the company Foundation on which the structure of the
company is based. A co is governed by the MoA
Defines extent of powers of the company. Document which sets out the constitution of the
company. Public document available for inspection.
In one of the forms in Table B,C,D & E in the schedule 1 of the companies act.
Table B – ltd by sharesTable C :form for MoA – ltd by guarantee & not
having share capitalTable D: Form for MoA ltd by guarantee &
having share capitalTable E: form for MoA – an unlimited co
According to Sec 15 of the Act, MoA Must be printed Divided into paragraphs Numbered consecutively Signed by 7 members - public cos & 2 members – pvt cos in the presence of at least one witness who
will attest the signature
Shareholder can find out the purpose for which his money is going to be used by the company and what risk he is taking in making the investment.
To know what are the powers of the company & what are the range of its activities
1. Name clause2. Registered office clause(Domicile Clause or
Situation clause)3. Object clause4. Liability clause5. Capital clause6. Association clause or Subscription clause
- States the name of the Co- A co being a legal person must have a name to
establish its identity- symbol of its personal existence
- Rule of adopting a name- Name of the co with ltd or pvt ltd- Cos formed for the purpose of promotion of art
etc exempted by govt from using ltd or pvt ltd- Change of name
Specify the state in which the registered office of the co is to be situated
Within 30 days of incorporation, notice to be given to RoC
All communications to the co must be addressed to the Registered office
Shifting of rgstrd office – resolution to be passed & notice to be given to RoC
Shifting of rgstrd office from one state to another – alteration of MoA
Most important clause Defines the object of the co & its powers 7
the sphere of its activities Object must not be illegal Purpose to state its objects are to inform: - the members in what kind of business their
capital may be used - persons dealing with the co what its powers
are* Anything beyond the objects clause is
ultravires & void
Object clause to be divided into 3 sub clauses:(1)Main objects(2)Other objects(3)States to which the objects extend, if the
objects of the co are not contained in one state
Amount of capital with which the co is registered
No: and the value of shares into which it is divided
Capital is described as nominal/authorised/registered capital
An unltd co having share capital is not required to include the capital clause – should be stated in AoA
MoA concludes with the subscription clause MoA has to be subscribed by atleast 7 persons –
public co & 2 persons – pvt co Signature, no : of shares against his name Not less than one share The association clause must state that the persons
subscribing their signature to the memorandum are desirous of forming themselves into an association in pursuance of the memorandum
MoA – principal document of a company Clauses cannot be easily changed unalterable charter Provision was made in the Act for alteration
in certain cases and to a certain extent A co shall not alter the conditions contained
in its MoA except in cases, in the mode, and to the extent, for which express provision is made in the Act
If a cacophony unintentionally registers with a name that resembles that of any other co
If in the opinion of central govt, the name resembles
May change its name by passing a special resolution and with the permission of the central government.
Registrar will change the name, amend the MOA, issue a new certificate of incorporation.
When shifting its office from one place to another within the same state, pass a special resolution
Shifting from one locality to another, BoD can pass resolution
Shifting from one state to another, pass a special resolution in a duly convened general meeting
Change takes effect when confirmed by the Company Law board
Copy of resolution to be filed with the registrar within 30 days of the change.
Cannot change its registered office from India to another country.
Carry on its business more economically or efficiently. To attain its main purpose by new or improved means. To enlarge the local area of its operation. To carry on some business combined with existing
business which is advantageous. To restrict or abandon any of the objects specified in
the memorandum. To sell or dispose of the whole or any part of
undertaking of the company. To amalgamate with any other company or body of
persons.
Co limited by share capital if permitted by its AOA may alter its capital clause
To increase the share capital. To consolidate its share capital into shares of
higher denominations. To subdivide its share capital into shares of lower
denominations. .
To convert its shares into stock. - A share in a company in one of the units into
which the capital is divided. On the other hand, a stock is an aggregate of fully paid shares of a member merged into one fund of equal value.
To cancel the unissued capital To reduce its share capital
Consent in writing by its members for converting into unlimited liability
Liability of Director, MD or Manager can be made unlimited by passing a special resolution, if article so permits.
Company shall give notice to Registrar with in 30 days of passing the resolution.
Unlimited liability to limited liability – passing special resolution & sanction of CLB