MEMORANDUM OF ASSOCIATION MEMORANDUM OF ASSOCIATION AND AND ARTICLES OF ASSOCIATIONARTICLES OF ASSOCIATION

Introduction Memorandum of association and articles of association are the most important document of company. Memorandum of association is a charter of the company. it contains the relationship between company and outsiders The Article of association is a document which contains the constitution of company. it Lays down the rules and regulations for the administration of company.

Memorandum of Association

Memorandum of association:- It is the first and the most important

document to be field with the registrar of companies for incorporation of Companies.

• it defines powers and scope of companies activities. Thus, a company cannot act beyond the provision of memorandum and if Company Acts beyond the provision of memorandum it amounts “ultra virus act” and is “void”.

Contents of memorandum of association Name clause :- The name should not be same to that of company, which is already in existence. it should not be undesirable In the opinion of the central government. the last word and words of the name must be “LTD.” in case of a public limited company and “private LTD.” in case of a private limited company Registered office clause:- It contains the place and state in which the

registered office of the proposed company is situated. The registered office is required to be situated from the date when the business is started or within 30 days of its Incorporation.

Object clause:-

It contains the objects, for which the company is formed. An act beyond these object is declared as an “Ultra virus act”.• An Ultra virus act is “void” (illegal) and cannot be

ratified even if all the members wish to ratify it. Capital clause:-

It contains the capital structure of the company.A company cannot issue more shares then are authorised for the timebeing by the memorandum.

Liability clause:-

It contains the nature of liability of its member. This clause is omitted in case of an unlimited company. The memorandum of a company limited by shares or by guarantee shall also state that the liability of its members limited. This means that the members can only be called upon to pay to the company at anytime the unpaid amount on the shares held by them or up to the maximum of the amount which they have granted.

If company wants to change his memorandum then it must be permission of central govt.

Articles Of Association

It is a document containing regulation for internal management of the affairs of the company.

A.O.A. is the second and most important document to be field with the registrar of companies for incorporation of company.

It is the charter of company, which contains Rules, regulation and bye-laws of the company.

It regulates Internal management of company

Contents of Articles

1) Rules & Regulation2) Preliminary Contracts3) Lien on members share4) Transfer and forfeiture of share.5) General Or Special meetings6) Accounts And Audit.7) Winding up procedure.

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