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MOA
Memorandum of association is the
charter of the company. It sets out the constitution of the company and provides the foundation on which company is built. It lays down the objects and scope of activities of the company and also defines the relationship of the
Memorandum not only defines the
powers of the company but also confines them. It is the area beyond which the actions of the company cant go. Anything beyond memorandum will be ultra vires the company.
Form as given in table B, C, D, & E in Schedule I Printed Divided into paragraphs Numbered consecutively Signed by at least 7 persons for public & 2 for private company. Signatures attested by one witness. Subscribers shall at least take one share
Purpose of Memorandum
The prospective shareholders shall
know for what purpose their money is going to be used. The outsiders can come to know about the objects of the company.
CAPITAL CLAUSE
LIABILITY CLAUSE
2. Injunction if identical name adopted. Exception: Asiatic Govt. Security Life Insurance Co. Ltd. V/S New Asiatic Insurance co. Ltd 3. Use of Ltd. Or Pvt. Ltd 4. Prohibition of use of certain names:- name United nations and health organization , Indian National Flag, name of Central & State govt., name of President of India etc 5. Use of some key words according to authorized capital
Corporation
International, global Hindustan, India Bharat Industries, Udyog
5 cores
1 crore 50 Lakhs 1 Crore
Enterprises, Business
10 Lakhs
Publication of the name outside its registered office, and
outside every place where it carries on business, on its seal, all business letters, bill heads, notices and other official publication of the company.
In case of default fine of Rs500 is
nationality of the company. 30 th day of the incorporation It is the place where various registers relating to the company must be kept and to which all communication and notices must be sent.
CONTD..
Within 30 days of Incorporation of
the company, a notice of the situation of the registered office of the company shall be given to the registrar, who would record the same. (Sec 146)
If default is made, Rs. 50 is to be
company can exercise in order to achieve the objects. It is essential that the public who purchases its shares should know clearly what are the objects for which they are paying. Main objects Other objects A company cannot continue to pursue the subsidiary objects after the main object has come to an end.
bank and further to invest in securities and land and to underwrite issue of securities. The company abandoned its banking business and confined itself to investment and financial speculation. Held the company was not entitled to do so.
policy of the constitution The object should not include anything which is illegal or against public policy. Must not against the companies act.
Any act of the company outside its stated objects is ultra vires and therefore void
chemicals, proposed to devote a substantial sum of money to the encouragement of scientific education. It was proved that this act would ultimately benefit the company but a shareholder objected on the ground that it was beyond the power of the company. Held, the proposal was fairly incidental to companys objective.
boats to be supplied for a ferry. It employed the boats for trips to the sea when these were not wanted for the ferry. Held the use of the boats was incidental to the main purpose and was within the powers of the company.
which a company is registered is called as the authorized capital. Nature of shares, amount of shares, nominal value of shares.
declare that they respectively agree to take the number of the shares in the capital.
It has to have the following:
a) They have to sign in the presence of two witnesses, who attest the signatures, b) The subscriber to take at least one share. c) After the name the subscriber has to write the number of shares taken
Alteration of Memorandum
Ordinary resolution
A written resolution is passed by a simple majority
if it is passed by members representing a simple majority of the total voting rights of eligible members.
Special resolutions
(1) A special resolution of the members (or of a class of members) of a company means a resolution passed by a majority of not less than 75%.
(2)The resolution is not a special resolution unless it stated that it was proposed as a special resolution
if the change of name involves only the addition or deletion of the word Private.
opinion of the central Government, is identical with, or too nearly resembles, the name of an existing company.
Company can change their name with the
the company.
No company shall change its place within the state unless confirmed by Regional Director. The company shall file with the Registrar a certified copy of the confirmation by the Regional Director for change of its registered office within 2 months from the date of confirmation, together with copy of altered MOA & registrar shall register the same within 1 month.
resolution and the registrar must be informed of the change with in 30 days.
From 1 state to another Procedure of alteration : A special resolution shall be passed at a general meeting Confirmation by Central govt. (acc to terms & conditions it think fit) Notice to affected parties ( creditors ) Notice to Registrar(state his objection) A certified copy of order of Central govt. has to be given within 3 months to registrar
Changes outside IndiaA company cannot change its registered office from India to another country The central Govt. has no power to sanction such alteration of the MOA.
Example A company which was formed to acquire land in Egypt wanted to alter its MOA to take power to acquire land in Sudan. Held the alteration could be made provided the company inserted the words and Sudan after the word Delta in its name.
circumstances may conveniently or advantageously be combined with the business of the company
Example
of insurance business except life insurance, wanted to add life insurance to its object Held the company could do so provided it included the words and life in its name.
in the memorandum
To sell or dispose off the whole or any part of the
undertaking
To amalgamate with any other company
Procedure
Special resolution Copy of S.R. is to be filed with central
Change in the Liability clause:A company cant change its memorandum so as to impose additional liability or buy additional shares unless all members agree in writing to such change.
Unless all the members agree in writing to such change either before or after the change
Cases
Windsons Chemical company Ltd has described
Answer
No
The directors
Case
A company was started with the object of building
a Hall with shops. The building was destroyed by fire and the company wanted to alter the object clause in the memorandum by substituting the words a Hall with shops with the words shops, dwellimg houses and warehouses for letting purpose. Is the alteration covered under object clause?
Yes
Case
A company altered the object clause of its MOA
according to the procedure laid down by law i.e. by passing a special resolution. A copy of the resolution was filed with the registrar 4 months after passing of the resolution. Can the registrar register the alteration?
No 3 months
Case
Company carry on business in jute is empowered
by the object clause of its MOA to do any other business connected with jute. By a resolution passed unanimously the company resolved to alter the object clause to include power to carry on additional business in rubber. Is this alteration covered under sec 17?
No
Thank you