memorandum of association. according to companies act, 1956 “memorandum means memorandum of...

MEMORANDUM MEMORANDUM OF OF

ASSOCIATIONASSOCIATION

ACCORDING TO COMPANIES ACCORDING TO COMPANIES ACT, 1956ACT, 1956

““Memorandum means Memorandum means Memorandum of Association of a Memorandum of Association of a company as originally framed or company as originally framed or as altered from time to time in as altered from time to time in pursuance of any previous pursuance of any previous companies law or of the companies law or of the Companies Act.”Companies Act.”

IMPORTANCE OF MOAIMPORTANCE OF MOA

Helps the share holders to know Helps the share holders to know about the purposes where their about the purposes where their money can be applied.money can be applied.

People can infer the extent of the People can infer the extent of the Company’s powers.Company’s powers.

Contents of MemorandumContents of Memorandum

Name of the Company.Name of the Company. State in which Registered office is State in which Registered office is

situated.situated. Objects of the Company.Objects of the Company.

Main ObjectsMain Objects Incidental or Ancillary objectsIncidental or Ancillary objects Other ObjectsOther Objects

States where the objects can extend.States where the objects can extend.

Liability of members.Liability of members. Each subscriber takes at least one Each subscriber takes at least one

share and writes his name opposite share and writes his name opposite to the number of shares.to the number of shares.

I.I. NAME CLAUSENAME CLAUSE

Rules areRules are: : Undesirable name to be avoided.Undesirable name to be avoided. Injunction if identical name adopted.Injunction if identical name adopted.

CaseCase::

1) 1) Ewing v. Buttercup Margarine Co.Ewing v. Buttercup Margarine Co.

““Ltd.” or “Pvt. Ltd.” as the last word/s.Ltd.” or “Pvt. Ltd.” as the last word/s.

Prohibition of use of certain NamesProhibition of use of certain Names Name, emblem, or official seal of :Name, emblem, or official seal of :

UNOUNO WHOWHO Central Govt.Central Govt. State Govt.State Govt.

Indian National Flag.Indian National Flag. Name or pictorial representation of:Name or pictorial representation of:

Mahatma GandhiMahatma Gandhi The Prime Minister Of IndiaThe Prime Minister Of India

Publication of NamePublication of Name

Address of registered Office :Address of registered Office :

Outside every office or place where Outside every office or place where business is being carried out.business is being carried out.

In all Business letters, bills, other official In all Business letters, bills, other official publications, receipts etc.publications, receipts etc.

Name of Company on seal.Name of Company on seal.

II.II. Registered Office ClauseRegistered Office ClauseIII.III. Objects ClauseObjects Clause

E. g:E. g: Infosys Technologies Pvt. Ltd.Infosys Technologies Pvt. Ltd.

Main Objects:Main Objects:1.1. Provide services including commercial, Provide services including commercial,

financial, legal, educational, data processing, financial, legal, educational, data processing, management, medical, communication etc.management, medical, communication etc.

2.2. Carry on business as importer, exporter, Carry on business as importer, exporter, buyers, sellers, dealers in electronic buyers, sellers, dealers in electronic components & equipments necessary for components & equipments necessary for attaining above objects. attaining above objects.

Incidental or Ancillary objects:Incidental or Ancillary objects:

1.1. Welfare of employees through pensions, Welfare of employees through pensions, allowances, pensions, bonus.allowances, pensions, bonus.

2.2. Apply for tenders.Apply for tenders.3.3. Construct residential or industrial colonies Construct residential or industrial colonies 4.4. Amalgamate with other companies.Amalgamate with other companies.5.5. Radio, theatre, television, circulars as source of Radio, theatre, television, circulars as source of

advertisementadvertisement

Other Objects:Other Objects: 1.1. Invest in stock, debentures.Invest in stock, debentures.2.2. Collect rents & debts.Collect rents & debts.

IV.IV. Capital ClauseCapital Clause

V.V. Liability ClauseLiability Clause

Company ltd. By sharesCompany ltd. By shares Company ltd. By guaranteeCompany ltd. By guarantee Unlimited CompanyUnlimited Company

VI.VI. Association or Subscription ClauseAssociation or Subscription Clause

S.NoS.No Name of Name of subscribsubscriberer

SignatureSignature, name, , name, address, address, descriptiodescriptionn

and and occupatiooccupation of n of subscribesubscriberr

Number Number of of

shares shares subscribsubscribeded

Signature Signature of of witness witness with with name, name, address address & & occupatiooccupationn

1.1.

Thank YouThank You