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Memorandum Of Association
No of Members
Formation of Company
Min 03 or More
Public Company
Min 01 or More
Private Company
Clauses of Formation of Company
N
Name
R
Registration O
Object
L
Liability A
Authorized Capital
1).
Each Subscriber shall take at least 1 Share. Subscriber in Memorandum shall write opposite to his name, the
number of share he takes.
2).
Memorandum shall be printed, divided into paragraphs, signed by each subscriber with complete bio data.
Basis/Grounds/Reasons/Effects of Alteration of Memorandum
either to change its place of registered office or reasons specified in Section 21 Subsection(a-g)
By Special Resolution.
Commission conformation is required for Alteration to take effect.
Application for alteration shall be submitted by the officer of company not later than 60 days.
Notice to Every shareholder, debenture holder.
Notice to Creditors.
To whom an amount exceeding Rs.25000/- is due.
Documents required to be submitted to Commission
i)
A copy of Memorandum and articles.
ii)
A copy of the special resolution
iii)
Minutes of Meeting at which the special resolution was adopted.
iv)
Particulars of the dissenting shareholders and creditors who have objected the alteration.
Commission has the power to adjourn the proceeding, or facilitate the alteration proceeding to take effect.
Procedure on confirmation of alteration
Upon alteration from Commission, company will submit to registrar the following documents within 90 days
Certified copy of the order confirming the alteration.
Copy of memorandum so altered.
If failed to file the above documents with registrar within 90 days, then all proceeding of alteration shall be null &
void.
Matters to be considered by registrar at the time of registration
The registrar will examine that
Company is formed for the lawful purpose.
None of its object is deceptive, inappropriate, and insufficiently expressive.
All the requirements have been complied with in respect of registration. He will issue a conclusiveness of
certificate of incorporation stating the all requirements have been complied with ordinance.
Certificate if incorporation: its like birth certificate of the company which states that is issued at the time of
registration of memorandum of association of the company.
Articles of Association

An article of association is signed by each of the subscriber of the memorandum of association.

If the unlimited company or company limited by guarantee and if the company has not share capital, the
articles shall state the number of members with which the company proposes to be registered.
If the unlimited company and the company limited by guarantee, If the company has the share capital, the
articles shall state the amount with which the company proposes to be registered.
If the company limited by shares is not registered its articles, then regulations of the Table-A shall the
regulation of the company in respect of articles.
CLSP Notes
By Shoaib Ghani
ICMA Stage 4

2
Alteration of articles
By special resolution.
3/4th of majority.
Personally of through proxy of the member.
Effect of Memorandum and Articles (on company or members):Every member is bound with the provisions of the
Memorandum and Articles of association.
Effect of Registration: Registrar shall certify that company is incorporated and is limited by shares or limited by
guarantee whatever the case is. Each person who becomes the member of the company forthwith shall perform all
function of the body corporate and with perpetual succession and have a common seal.
Copies of memorandum and articles of association: Every company shall send to every member at his request a
copy of registered memorandum and articles within 14 days with a sum not exceeding the amount prescribed.
Provision with respect of Names:
Company Name if inappropriate, deceptive, designed to exploit or offend the religious susceptibilities of the
people.
A company may not be registered with identical name by which the company is already in existence.
No company shall be registered with the name which contains the following words:
The patronage (sponsorship) of any past, present, Pakistani or foreign head of state.
Any connection with federal Govt, provisional Govt, any department or authority of such govt.
Any corporation set up under federal or provincial law. Like PCB, PIA.
The patronage of any foreign Govt and international organization.
Rectification of the name of the company: If the company continue working through inadvertence of provisions of
the section 37(stated above) may change its name
Special resolution.
Through registrar.
Registrar may direct within in 30 days to change its name. However if the company continue to work with
that name more than 3 years, the registrar then cannot change the name.
However no approval of registrar is required if to change of only (Private) Parentheses consequent of
conversion from private to public company. When changed the name the registrar shall write the new name
in place of old name and shall issue a certificate of incorporation. The company shall continue to write its old
name for 1 year with its new name.
Requirements regarding conversion of public company to private company
Special resolution
Approval of SECP.
Documents required alongwith application conversion of public company to private company
i) Form 2.
ii) Copy of From 26 (i.e Special resolution)
iii) Copy of memorandum and articles duly amended.
iv) Certified copy of existing memorandum and Articles of association.
v). Copy of latest audited Balance Sheet and P/L account.
vi). Minutes of general Meeting.
vii). Bank Challan
CLSP Notes
By Shoaib Ghani
ICMA Stage 4

3
viii).Affidavit
Documents required of conversion from private to public company
Form 26
Copy of memorandum and articles duly amended.
Prospectus and statement in lieu of prospectus.
Bank Challan.
Affidavit.

CLSP Notes
By Shoaib Ghani
ICMA Stage 4