Memorandum of association

alterations of association–
articles of association
provisions- contents
limitations- doctrine of
constructive notice- doctrine
of ultra vires

Unit-2   
M
O​
A
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SIX

C L A U S E​
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N A​
M
E

C L A U S​
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REGISTERED

OFFICE

C L A U S​
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OBJECT

C L A U S​
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LIABILITY

C L A U S​
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CAPITAL

C L A U S​
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ALTERATION OF MOA

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ASSOCIATION

C L A U S​
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ALTERATION

OF

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CHANGE

OF

REGISTERED

O F F I C​
E

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ALTERATIONS

ALTERATIONS OF OBJECT CLAUSE

The object clause can be changed by passing a special resolution OF

OBJECT

and by getting the permission of the company law board. A copy of ​ C L A U S​

E

the resolution should be sent to the registrar within 30 days of

passing the resolution. A petition is also made to the company law
board for issuing a confirmation.

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ALTERATION

OF

LIABILITY

C L A U S​
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ALTERATION

OF

CAPITAL

C L A U S​
E

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S
 nal
Features of Articles of Association
• ​It is a part of the constitution of an organization.
• ​It is a contract between the members and among the members
themselves. ​• ​It lays down the duties ofstockholders also.
• ​Some statutory clauses should be included in the article of associations and other clauses can
be chosen by the stockholdersto make them the by-laws of the organization. ​• ​The Court can
declare a clause ultra vires if it is unreasonable.
• ​Article of associations can be inspected by anyone as they are a public document. ​• ​Special
interest in the provision of Articles of Association is taken by the lender of the organization​.
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CONTENTS

OF

19
PROVISIONS

Provisions for Articles of Association

1. Company name OF

2. The company's purpose A

3. The share capital

4. The company's organization
5. Provisions regarding shareholder meetings.

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Company Name
 As a legal entity, the company must have a name that can be found in the articles of
association. All jurisdictions will have rules concerning company names. Usually, a
suffix such as "Inc." or "Ltd." must be used to show that the entity is a company. Also,
some words that could confuse the public, such as "government" or "church," cannot be
used or must be used only for specific types of entities. Words that are offensive or
heinous are also usually prohibited.

Purpose of the Company

The reason for the creation of the company must also be stated in the articles of
association. Some jurisdictions accept very broad purposes—"management"—while
others require greater detail—"the operation of a wholesale bakery," for example.

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Share Capital
The number and type of shares that comprise a company's capital are listed in the articles of association.
There will always be at least one form of common share that makes up a company's capital. In addition,
there may be several types of preferred shares. The company may or may not issue the shares, but if they
are found in the articles of association, they can be issued if and when the need presents itself.
Organization of the Company
The legal organization of the company, including its address, the number of directors and officers, and the
identity of the founders and original shareholders, are found in this section. Depending on the jurisdiction
and type of business, the auditors and legal advisors of the company may also be in this
section. ​Shareholder Meetings
The provisions for the first general meeting of shareholders and the rules that will govern subsequent
annual shareholder meetings - such as notices, resolutions, and votes- are laid out in detail in this section​.

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A S S O C I A T I O​ A L T E R A T I O N S
N​
OF

ARTICLES

OF

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 Alteration of articles of association (AOA) ARTICLES

Section14 companies act 2013 OF

1. Passing a special resolution. A S S O C I A T I O​

N

A private into a public company (if the restriction of private company in

AOA is no longer includes the limitation of a privat3e company then it
ceases to be a private company)
A public into a private company (approval of tribunal for such
alteration) ​2. Lawful or according to companies act and MOA of the
company. 3. Field with registrar within 15 days of passing of special
resolution.
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EFFECTS
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OF

ULTRA

VIRES

T R A N S A C T I O​
N
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