MEMORANDUM OF ASSOCIATIONCHARTER of the Co., fundamental condition on which Co. is incorporated, regulates the external affairs of the Co. It is a public document.PURPOSE OF MOA: Prospective shareholders shall know the purpose and the object of the Company. Printed, divided into paragraphs, numbered, signed and attested.CONTENTS:1. Name of the Co. with Ltd or P Ltd., 2. State Regd. office, 3. Main objects and other objects, 4. Limited liability for members, 5. Share capital - if guarantee - undertaking of each member, and 6. Subscription clause.NAME CLAUSE: Undesirable, too similar, misleading names must be avoided, prohibition of use of certain names and emblems, to end with: Pvt Ltd or Ltd. PUBLICATION OF NAME: Affixed at the Regd. office, in all business letters, bills etc..

MOAREGISTERED OFFICE: State in which it is to be situated.OBJECT CLAUSE: Subscribers, creditors and persons dealing with Co. should know permitted range of activities. MAIN OBJECTS and OTHER OBJECTS. THE TERRITORIAL LIMIT: If objects are confined to one State, or the States to which it extends.CAPITAL CLAUSE: The amount of share capital with which it is registered Authorised capital and its division. Co. without share capital NO need for C. clause in MOA. LIABILITY CLAUSE: Company limited by shares or by guarantee shall state that the liability of members limited.ASSOCIATION / SUBSCRIPTION CLAUSE:Finally, the MOA is signed by at least by 2 or 7 members. Signatures of members to be attested by one witness.

ALTERATION OF MOACHANGE OF NAME: For conversion of Pvt Ltd to Ltd, Special Resolution. If the name is identical or resembles another Co. for such name change ordinary resolution & CG approval. Change of name does not affect any legal rights or liabilities of Company.CHANGE OF REGD. OFFICE: Same City or Town: Board Resolution. WITH IN THE SAME STATE: Special Resolution. ONE ROC TO ANOTHER ROC- in the same State: Special Resolution and it is to be confirmed by Regional Director. FROM ONE STATE TO ANOTHER STATE: Special resolution, confirmation by CG, notice to affected parties, notice to ROC, notice to State Govt. where the present Regd. Office is situated.

MOA - ALTERATIONALTERATION OF OBJECTS: 1) To carry its business more economically 2) to attain main purpose by improved means 3) to enlarge area of operations. Special resolution to be passed. Copy of altered MOA filed with ROC with in 1 month. ROC will register and certify. CAPITAL CLAUSE: Can be altered if permitted by AOA. Ordinary resolution, Notice to ROC for modification.

LIABILITY CLAUSE: Limited liability of members CANNOT be increased without the written consent from every member. Unlimited liability to limited liability by Special Resolution & fresh Registration.

DOCTRINE OF ULTRA VIRES.Means beyond the powers. Co. can DO things permitted by Companies Act, objects under MOA, and reasonably incidental.

Case Law: Ashbury Rly. Carriage & Iron Co Ltd Vs. Riche: The object of the Co. is to carry on the business as mechanical engineers and general contractors. Co. entered into a contract for financing of construction of a railway line in Belgium which is beyond the scope of general contractors held to be ultra vires and void. Property acquired under an UV contract is good and Co. can hold them and protect it against damages by third party.ULTRAVIRES MOA : VOID. CANNOT be ratified. Members can get injection. Company & Directors will be liable.ULTRAVIRES AOA: Void. But I.V. of MOA. Alter AOA by Sp. Res.ULTRAVIRES DIRECTORS but within the powers of the company: Shareholders can ratify in the General body meeting.UV contracts: Void ab initto, cannot be enforced alter object clause for future but past UV act cannot be validated.