memorandum of association

1. MEMORANDUM OF
ASSOCIATION
PRIMARY DOCUMENT OF
INCORPORATION.

2. MEMORANDUM OF
ASSOCIATION
•INTRODUCTION OF MOA.
•DEFINITION
•PURPOSE
•FORMS OF MOA
•PRINTING AND SIGNATURE OF MEMORANDUM
•CONTENTS OF MEMORANDUM.

3. INTRODUCTION
IN order to incorporation of the company, promoters have to
deposit alongwith the application a copy of
• Memorandum of Association
• Articles of Association
• Prospectus.
These documents are called the primary document of
incorporation.

4. Memorandum of Association
• It is the first and the most important document to be filled with the
registrar at the time of formation of a company.
• it is in fact the foundation on which the structure of the company is
based.
• MOA is the charter of the company and define the company limitations
and the powers of the company.
• it contains the powers, scope, fundamental conditions for guidance and
benefit of creditors ,shareholders and outsiders who deal with the
company.
• It contains the relationship between the company and outsiders.
• No company can be registered under the Companies Act, 1956 without
the MOA.
• MOA is a public document and every person who deals with the company
is presumed to have a sufficient knowledge of its contents and provisions.

5. Memorandum of Association
THUS, A company cannot act beyond the provision
of memorandum and if company acts beyond the
provision of memorandum it amounts “ULTRA
VIRUS ACT” and is “VOID”.

6. DEFINITION
According to sec2(28) of Companies ACT 1956
Memorandum means:-
“Memorandum of Association of a company as
originally framed or altered from time to time in
pursuance of any previous companies law or of this
Act”.

7. PURPOSE
THIRD PARTIES
work related
contract
whether this is
within the
Object power, scope
of the company.
SHAREHOLDERS
Investment
Amount of
risk involved

8. PURPOSE
The main purpose of MOA is to enable
shareholders, creditors and all those who
deals with the company to know what is
its permitted range of enterprise.

9. FORM OF MEMORANDUM, under old and new
Companies Act (sec14)
Types of company Table of the
schedule1 of
Companies Act,
2013
Table of the
schedule1 of
Companies Act,
1956
Company limited by shares Table-A Table-B
Company limited by guarantee not having
a share capital
Table-B Table-C
Company limited by guarantee having a
share capital
Table-C Table-D
Unlimited company not having a share
capital
Table-D Table-E
Unlimited company having a share capital Table-E --------

10. PRINTING AND SIGNATURE OF
MEMORANDUM(sec15)
(SEC15)of this Act , MOA
•MUST BE printed
•Divided into paragraphs
•Serially Numbered
•Signed by 7 members-public company
& 2 members- pvt co.
•In the presence of at least one witness
who will attest the signature.

11. CONTENTS OF MEMORANDUM(sec13)
The Name clause
The Registered clause
The Object clause
The Liabilities clause
The Capital clause
The Association or subscription clause

12. 1.NAME CLAUSE [SEC 13(1)(A)]
NAME CLAUSE SEPARATE NAME SEPARATE IDENTITY
APPROVAL FROM
ROC(REGISTRAR
OF COMPANY)
AVAILABLE NAME
SHOULD NOT
BE
UNDESIRABLE
WHEN EXISTING COMPANY IS
REGISTERED WITH THIS NAME
REGD.TRADE MARK
USE OF WORD
EITHER
PUBLIC COMPANY
PRIVATE COMPANY
Limited
Private Limited
Exp:- “BUTTERCUP
DAIRY COMPANY”
V/S
“BUTTERCUP
MARGARINE
COMPANT Ltd”

13. NAME CLAUSE [sec13(1)(A)]
Prohibited names
should not be used
•U.N.O and World Health Organisation.
•Indian National Flag.
•The official seal and Emblem of Central and
State Govt.
•The name and pictorial representation of
Mahatma Gandhi and Prime Minister of India.
USE of some key words
according to authorised
capital
If a company uses some key words in its
name, it must have a minimum authorised
capital .
EXP:- IF A COMPANY USES THE
WORED CORPORATION IN ITS NAME, IT
MUST HAVE A MINIMUM AUTHORISED
CAPITAL OF RS5 crore .

14. USE of some key words according to authorised
capital

15. PUBLICATION OF NAME(SEC 147)
NAME OF THE COMPANY AND ADD
PAINTED PRINTED
•Registered
office wall.
•Place of
business
•Letter heads.
•Negotiable
instruments.
•Bill.
•Official
document.
Only name
Company common seal
Penalty 500rs
per day
Penalty 5000rs
Penalty 5000 RS

16. 2. REGISTERED OFFICE Clause of Memorandum
of Association[sec 13(1)(b)]
• In this clause, the name of the State where the Company’s
registered office is located should be mentioned.
• Registered office means a place where the common seal,
statutory books etc., of the company are kept.
• The company should intimate the location of registered office to
the registrar within 30 days from the date of incorporation or
commencement of business.
• If default is made in complying with these requirement, the
company and every officer of the company who is in defaults
shall be punishable with line which may extend to RS 50 for
every day during which default continues

17. 3. Objects Clause of Memorandum of
Association [sec13(1)(c)& (d)]
• This clause specifies the objects for which the company is
formed.
• It is difficult to alter the objects clause later on. Hence, it is
necessary that the promoters should draft this clause
carefully.
• This clause mentions all possible types of business in which a
company may engage in future.
• The objects clause must contain the important objectives of
the company and the other objectives not included above.

18. Types of objects clause
• MAIN OBJECT:- THE main objects to be pursued by
the company on incorporation. Exp main object of the
company is manufacturing cloths.
• Objects incidental or ancillary .:- to the attainment of
the main object. Exp raw material
• Other objects:- This clause include other objects which
are not main objects of the company.

19. 4. Liability Clause of Memorandum of Association
This clause states the liability of the members of the company. The
liability may be limited by shares or by guarantee.
Company limited by shares:- In the case of company
limited by shares no member can be called upon to pay
more than unpaid value of the shares held by him.
In the case of fully paid, he shall not be required to pay
any more even if the company owes huge debts to its
creditors.

20. Liability Clause of Memorandum of
Association
• COMPANY LIMITED BY GURANTEE, NOT HAVING SHARE CAPITAL:-
A member of a company limited by guarantee not having share capital
cannot be called upon to contribute an amount more than his
guarantee in the event of liquidation of the company.
• COMPANY LIMITED BY GUARANTEE but HAVING A SHARTE
CAPITAL:- The members cannot be called upon to contribute more
than the amount guaranteed by them and the amount unpaid on
their shares , if any.

21. .
5. Capital Clause of
Memorandum of Association
This clause mentions the maximum amount of
capital that can be raised by the company.
The division of capital into shares is also
mentioned in this clause.
The company cannot secure more capital than
mentioned in this clause.
if some special rights and privileges are
conferred on any type of shareholders mention
may also be made in this clause

22. 6. Subscription Clause of Memorandum of
Association
• It contains the names and addresses of the
first subscribers. The subscribers to the
Memorandum must take at least one share.
The minimum number of members is 2 in
case of a private company and 7in case of a
public company.

23. ALTERATION OF MEMORANDUM
Provisions relating to alteration of Memorandum
•The following are the provisions related to alteration
in
• Name Clause,
•Objects Clause,
•Liability Clause,
• Capital Clause and
•Subscription Clause.
Alter means change.
Alteration in the Memorandum of Association can
be carried out only by a special resolution at the
Shareholders meeting.

24. 1. Alteration of Name Clause in Memorandum
of Association
• SPECIAL RESOLUTION:-A company may by passing a special
resolution alter is name with the approval of the Central
Government. If the alteration involves change of the name to
private limited or public limited, permission of Central
Government is not required.(SEC 21)
• ORDINARY RESOLUTION:- In case a company has been
registered with a name which resembles a name of an
existing company, the Central Government may ask it to
change its name. In such case ordinary resolution is
sufficient.[(SEC21(1)(a)]

25. 2.CHANGE OF REGISTERED OFFICE
• CHANGE WITHIN THE SAME CITY:-
In case registered office has to be shifted within the same city,
town or village, one place to another , ALL that is required
of the board of directors and the notice to be given to the
Registrar within 30 days of the change.
• CHANGE FROM ONE CITY TO ANOTHER CITY IN THE
SAME STATE:- In case registered office has to be shifted
from one town to another town or one village to another
village , within a same state, a special resolution has to be
passed at a meeting of the shareholders and a copy of the
said resolution is to be filed with registrar within 30 days of
the passing of the resolution. notice of the new location must
be given to the registrar within the 30 days of the shifting
of the office.

26. 3.Alteration of Objects Clause in Memorandum
of Association
• A company can alter is objects clause by passing a special
resolution. Alteration of objects clause can be done for the
following reasons:
• 1. For the purpose of carrying on its business more
economically and efficiently.
• 2. For the purpose of obtaining the main business of the
company by new and improved means
• 3. For the purpose of enlarging or changing the local area of
its operations.
• 4. For the purpose of carrying on some business, which may
be conveniently or advantageously combined with the
existing business.

27. 4.Alteration of Liability Clause in
Memorandum of Association
• The liability clause can be altered only when a public
company is converted to a private company.

28. 5.Alteration of Capital Clause in
Memorandum of Association
• A company can alter its capital clause by passing an
ordinary resolution in a general meeting. Alteration of
capital may relate to:
• Sub division of shares
• consolidation of shares
• conversion of shares into stock and cancellation of
unsubscribed capital.
Within thirty days of passing a resolution, the altered Articles
and Memorandum have to be submitted to the Registrar.

29. thnkx