Document which contains the rules regarding constitution and activities or objects of the company

One of the documents to be filed with the RoC at the time of incorporation

Fundamental charter of the company Foundation on which the structure of the

company is based. A co is governed by the MoA

Defines extent of powers of the company. Document which sets out the constitution of the

company. Public document available for inspection.

In one of the forms in Table B,C,D & E in the schedule 1 of the companies act.

Table B – ltd by sharesTable C :form for MoA – ltd by guarantee & not

having share capitalTable D: Form for MoA ltd by guarantee &

having share capitalTable E: form for MoA – an unlimited co

According to Sec 15 of the Act, MoA Must be printed Divided into paragraphs Numbered consecutively Signed by 7 members - public cos & 2 members – pvt cos in the presence of at least one witness who

will attest the signature

Shareholder can find out the purpose for which his money is going to be used by the company and what risk he is taking in making the investment.

To know what are the powers of the company & what are the range of its activities

1. Name clause2. Registered office clause(Domicile Clause or

Situation clause)3. Object clause4. Liability clause5. Capital clause6. Association clause or Subscription clause

- States the name of the Co- A co being a legal person must have a name to

establish its identity- symbol of its personal existence

- Rule of adopting a name- Name of the co with ltd or pvt ltd- Cos formed for the purpose of promotion of art

etc exempted by govt from using ltd or pvt ltd- Change of name

Specify the state in which the registered office of the co is to be situated

Within 30 days of incorporation, notice to be given to RoC

All communications to the co must be addressed to the Registered office

Shifting of rgstrd office – resolution to be passed & notice to be given to RoC

Shifting of rgstrd office from one state to another – alteration of MoA

Most important clause Defines the object of the co & its powers 7

the sphere of its activities Object must not be illegal Purpose to state its objects are to inform: - the members in what kind of business their

capital may be used - persons dealing with the co what its powers

are* Anything beyond the objects clause is

ultravires & void

Object clause to be divided into 3 sub clauses:(1)Main objects(2)Other objects(3)States to which the objects extend, if the

objects of the co are not contained in one state

Nature of liability - limited liability - limited by guarantee

Amount of capital with which the co is registered

No: and the value of shares into which it is divided

Capital is described as nominal/authorised/registered capital

An unltd co having share capital is not required to include the capital clause – should be stated in AoA

MoA concludes with the subscription clause MoA has to be subscribed by atleast 7 persons –

public co & 2 persons – pvt co Signature, no : of shares against his name Not less than one share The association clause must state that the persons

subscribing their signature to the memorandum are desirous of forming themselves into an association in pursuance of the memorandum

MoA – principal document of a company Clauses cannot be easily changed unalterable charter Provision was made in the Act for alteration

in certain cases and to a certain extent A co shall not alter the conditions contained

in its MoA except in cases, in the mode, and to the extent, for which express provision is made in the Act

If a cacophony unintentionally registers with a name that resembles that of any other co

If in the opinion of central govt, the name resembles

May change its name by passing a special resolution and with the permission of the central government.

Registrar will change the name, amend the MOA, issue a new certificate of incorporation.

When shifting its office from one place to another within the same state, pass a special resolution

Shifting from one locality to another, BoD can pass resolution

Shifting from one state to another, pass a special resolution in a duly convened general meeting

Change takes effect when confirmed by the Company Law board

Copy of resolution to be filed with the registrar within 30 days of the change.

Cannot change its registered office from India to another country.

Carry on its business more economically or efficiently. To attain its main purpose by new or improved means. To enlarge the local area of its operation. To carry on some business combined with existing

business which is advantageous. To restrict or abandon any of the objects specified in

the memorandum. To sell or dispose of the whole or any part of

undertaking of the company. To amalgamate with any other company or body of

persons.

Co limited by share capital if permitted by its AOA may alter its capital clause

To increase the share capital. To consolidate its share capital into shares of

higher denominations. To subdivide its share capital into shares of lower

denominations. .

To convert its shares into stock. - A share in a company in one of the units into

which the capital is divided. On the other hand, a stock is an aggregate of fully paid shares of a member merged into one fund of equal value.

To cancel the unissued capital To reduce its share capital

Consent in writing by its members for converting into unlimited liability

Liability of Director, MD or Manager can be made unlimited by passing a special resolution, if article so permits.

Company shall give notice to Registrar with in 30 days of passing the resolution.

Unlimited liability to limited liability – passing special resolution & sanction of CLB