That, however, led to a number of difficulties in the working of the companies. The state in which the registered office of the company is to be situated. Fondée par trois jeunes écrivains, l'association Margin'ailes aspire à devenir un lieu de partage, de formation, de recherche autour de l'écriture, de la littérature, des langues. The Memorandum of association is the constitution of the company. Section 5 7 , Companies Act, 2013. Memorandum of Association of an unlimited company.
Nominee - In the case of a One Person company, this clause mentions the name of one subscriber who in the event of death of the owner will become the member of the company. Consequently, a provision had to be made in the Act itself for altering it in certain cases. It is, therefore, of utmost importance that the objects clause be drafted with the greatest care. Alteration of Object Clause By Sec. In the case of a company limited by guarantee, its memorandum of association shall state that each member undertakes to contribute to the assets of the company, in the event of its being wound up while he is a member or within or year after wards for the payment of the debts and liabilities of the company.
Lord Cairns states in the case of Ashbury Railway Company y. Name Clause Every company name must end with Limited Ltd. Contents of Memorandum of Association According to the Companies Act 1994, the Memorandum of Association must include the following Clauses: 1. Implied powers Further, apart from the powers expressly provided in the objects clause, a trading company has also certain implied powers. In the company is limited.
At least seven persons in the case of a public company and at least two in the case of a private company must subscribe to the memorandum. The Memorandum of Association must be a printed, b divided into paragraphs, numbered consecutively, and c signed by each subscriber. But no company shall be registered by a name which in the opinion of the central government is undesirable and in particular which is identical or which too nearly resembles the name of an existing company. For a Public Company, it is 7. Except for this provision the Memorandum of Association is still regarded as an unalterable charter. Where a company is registered by a name so similar to that of another company, that the public are likely to be deceived, the court will grant an injunction restraining it from using that name.
It may be any amount running into crores of rupees and the denomination of each share may be rupee one or rupees one thousand. Every shareholder is advised to read this important document while investing in the company. It is often simply referred to as the memorandum. The word entrench means to establish an attitude, habit, or belief so firmly that change is very difficult or unlikely. Capital Clause - This clause contains the amount of capital registered, i.
A company need not carry on its business at its registered office. Issue of preference shares 7. The object clause shows to us the kinds of business the company is entitled to carry on. In the case of a company limited by guarantee the members are liable to the amount undertaken to be contributed by them to the assets of the company in the event of its being wound up. The Registered Office Clause : Every company must have a registered office. The subscribers usually act as first directors of the company. For the formation of a Private Limited Company, a minimum of 2 members are necessary.
Lord Cairns in the leading case of Ashbury Railway Carriage Co. Alteration of Memorandum by Change of name An application shall be filed in Form No. Historically, a company's memorandum of association contained an objects clause, which limited its capacity to act. Refer for definition as mentioned in the Act. In order not to mislead the public a company must not use a name which is prohibited under the Emblems and Names Prevention of Improper Use Act of 1950. The liability of members is limited if the company is limited by shares or by guarantee.
Every subscriber to the memorandum shall take at least one share and shall write opposite to his name the number of shares taken by him. In the case of a company having a share capital, the amount of share capital with which the company proposes to be registered and its division into shares of a fixed amount. No name of the company should be the name of the existing company, king, queen, president, prime minister, Father of Nation or anything that signifies government sponsorship. Further, the articles of association of a particular company are also bound to observe the memorandum of association of the company as the articles are subordinate to the charter which is the memorandum of the company as well as any other company law in force at that time. It regulates the external affairs of the company in relation to outsiders. If the shares held by a member of the company are fully paid-up, his liability in the debts of the company will be nil. Any act of the company outside the scope of the Memorandum of Association is regarded as void.
The proposed name should not be identical to any existing company name, be undesirable or give an impression that it is associated with the Central Government unless prior approval is taken. The company can carry on business that are ancillary to the ones mentioned in the objects clause but it cannot carry on one which is not germane to the original objects. The signatures should also be duly witnessed. Tolling the plaintiff was not granted an injunction restraining the defendant from using the name of Automatic Aerators Ltd. The name should be one that gives correct information about the company, incorrect usage of the world international,intercontinental etc for companies that have only a local operation are not allowed.
It is no longer required to state the name of the company, the type of company such as public limited company or private company limited by shares , the location of its registered office, the objects of the company, and its authorised share capital. Alteration of matters other than conditions in the memorandum may be effected in the same manner as the alternation of articles, or in any other manner provided by the Act. Guarantee on being wound up. The full address of the company should be communicated to the Registrar within thirty days from the date of registration. The memorandum must state that the company shall not engage itself in any activities within the scope of the objects other than the principal and ancillary ones, unless such activities are sanctioned by a special resolution of the company in a general meeting. The objects of the company which shall be classified as- The main objects of the company to be pursued by the company on its incorporation and objects incidental or ancillary to the attainment of the main objects; and Other objects of the company not included in a In the case of companies other than trading corporations with objects not confined to one state, state to whose territories the objects extend Limited liability: The Memorandum of a company limited by or by guarantee shall also state that the liability of its members is limited.