Memorandum of association is the basic document of a joint stock

company. It is known as the charter of the company. Memorandum of association sets

out the limits outside which the company cannot go. The main purpose of the
memorandum of association is to enable shareholders, creditors and all those who deal
with the company to know what its permitted range of enterprise. Memorandum of
association clauses are:

1. Name clause.

This clause states the name of the company. A company selects any name but it should
not resemble the name of any other company. The company ordinance provides that
the name of the company must end with the word "limited".

2. Situation clause.

It is also known as domicile clause. The company is required to show the name of
the province in which the office is situated. 

3. Object clause.

This clause is the essence of the memorandum of association. It clearly defines the
nature of company. 

4. Liability clause.

This clause of memorandum of association contains a declaration that the liability of the
members of the company is limited to the extent of the value of the share purchase by
them. 

5. Capital clause.

A company having a share capital shall state the total maximum amount of share capital
with which it is registered. 

6. Association and subscription clauses.

This clause contains a declaration by the subscribers that are desirous of forming a
company and agree to have number of the shares written against their respective
names.
1. What is “Table A”?

Table A is simply the name given to the prescribed format for Articles of Association of a
company limited by shares under the Companies Act 1985 and earlier legislation. The
Articles set out the regulations by which the company will be managed. The first
prescribed format of Articles was made in “The Joint Stock Companies Act, 1856”. In
this Act, the Articles were called “Table B” (simply because they were preceded by a
form of Memorandum of Association called “Form A”). At the next prescription, which
happened in 1862, the Memorandum was moved into the body of the Act and the
Articles became “Table A”.

2. Why would I need to refer to a “Table A”?

When a company limited by shares is incorporated, it does not need to file Articles if it
wishes to use Table A as its Articles. In this case, if you search the records of a
company limited by shares you may not find a document setting out its Articles. Certain
provisions of Table A may also apply to a company which has filed Articles, if the
company’s Articles have not specifically excluded or modified Table A. In either case, if
you want to see the regulations that govern the management of the company, you need
to refer to the relevant Table A.

Articles of association.
It is an official document governing the running of a company that is placed with the
Registrar of Companies. The articles of association constitute a contract between the
company and its members, set out the voting rights of stockholders and the conduct of
stockholders' and directors' meetings, and detail the powers of management of the
company. A memorandum of association is a related document.

The Articles of Association contain, as per the law requires, provisions on the company
name, address and domicile, the purpose of the company, the amount of share capital
and the contributions made thereto, the number, the par value and the type of shares,
the calling of a general meeting of shareholders and the voting rights of them, the
bodies for the administration and the audit, and the form in which the company shall
publish notices. The Articles of Association (AA) contain the rules and regulations of
the internal management of the company. The AA is nothing but a contract between the
company and its members and also between the members themselves that they shall
abide by the rules and regulations of internal management of the company specified in
the AA. It specifies the rights and duties of the members and directors.

Articles of association are simply the basic internal rules of operation for a business or
non-profit organization that govern what tasks need to be done, what positions are
required to perform the necessary functions, and how the processes in place are to be
performed.

Often articles of association deal with such operating issues as the calling of general
meetings, the process for appointing and selecting directors and managers within the
organizational structure, etc. Articles of association also address how the company will
go about issuing shares of stock, paying dividends to investors, and how and when
audits on the financial records will be conducted.

The provisions of the AA must not be in conflict with the provisions of the MA. In case
such a conflict arises, the MA will prevail.

Normally, every company has its own AA. However, if a company does not have its
own AA, the model AA specified in Schedule I - Table A will apply. A company may
adopt any of the model forms of AA, with or without modifications. The articles of
association should be in any of the one form specified in the tables B,C,D and E of
Schedule 1 to the Companies Act, 1956. Form in Table B is applicable in case of
companies limited by the shares, form in Table C is applicable to the companies limited
by guarantee and not having share capital, and form in Table D is applicable to
company limited by guarantee and having a share capital whereas form in table E is
applicable to unlimited companies. However, a private company must have its own
AA.

The important items covered by the AA include:-

1.         Powers, duties, rights and liabilities of Directors

2.         Powers, duties, rights and liabilities of members

3.         Rules for Meetings of the Company

4.         Dividends

5.         Borrowing powers of the company

6.         Calls on shares

7.         Transfer & transmission of shares

8.         Forfeiture of shares

9.         Voting powers of members, etc.