Memorndum Of Association

Submitted To: Prof. Manisha Wagh

Group Members
Prajakta Vaidya
Preksha Parakh

P-17
P-23

Rakshita Shetty
Rohit Valanju

P-25
P-27

Rita Nimje
Ananya Auti

P-45
P-51

Importance of MOA
Basis of Incorporation Helps others to get information about the company It lays down the extent of working of the company Unalterable document

Determining the relationship between the company and

others

Name Clause
The Name of a corporation is the symbol of its personal existence Legal Requirements :

Resembling names not allowed [S.20] Use of the word Limited & Publication of Name Venture Capital Companies License to drop Limited

Registered Office
2nd Clause of Memorandum. Within thirty days of incorporation or commencement of Business, whichever is earlier, the exact place where the Registered office is to be located must be decided and notice of the situation given to the Registrar who is to record the same [S.146]. All the communication to the company must be addressed to the registered office.

Change of Registered Office Situation

One place to another within same city, town or village. One city to another within same state. One state to another state.

Duty and power of Company Law Board [S.17(2)-(7)]

Debenture holder Before alteration notice must be sent whose interests are affected. Creditors interest should be safeguarded either by paying them or securing their payment.
CLB should see the notice has been served to Registrar of the Company to enable him to state his objection, if any.

Objects Clause
Sub-clauses for companies registered after the amendment of 1965:
Main Objects : Other Objects : States To Which The Objects Extend :

Why Objects Clause??? Protection to shareholders Protection to creditors Confining the corporate activities

Doctrine Of Ultra Vires

Ultra = Beyond Vires = Powers

Case Law: Ashbury Railway Carriage & Iron co. Ltd v/s Riche

No company can devote any part of its funds to an object which is neither essential nor incidental to the fulfillment of its objects, how beneficial so ever that object might seem like to prove.

Company may do an act which is: (a)Necessary for Or (b)Incidental to, the attainment of its objects (Principle of Reasonable Construction) Or (c)Which is otherwise authorized by the Act

Consequences of Ultra Vires

Injunction Personal Liability of Directors

Breach of warranty of authority

Ultra vires acquired property Ultra vires contracts
Introductions Ltd. v/s National Provincial Bank Ltd.

Ultra vires torts

Alternation of Objects
Substantive Limits (Sec 17) :
To enable the company to carry on its business more economically or more efficiently.
To enable the company to attain its main purpose by new or improved means. To enlarge or change the local area of the companys operation. d)To carry on some business which under existing circumstances may conveniently or advantageously be combined with the business of the company.

(alteration)

e) To restrict or abandon any of the object specified in the memorandum. f) To sell or dispose of the whole, or any part of the underwriting, of the company. g) To amalgamate with any other company or body of person

Clauses
Liability Clause
Limited By Shares

Capital Clause
Public Co: 5 Lakh

Subscription Clause
Public Co: 7

Limited By Guarantee

Private Co: 1 Lakh

Private Co: 2

Procedure of alteration
a) Alteration of Objects b) Alteration of provisions of memorandum other than conditions Registration of alteration

Bibliography
Company Law
- Avtar Singh

Company Law
- A K Majumdhar

Thank You!!!