ANS-2) 1.

Incorporated association: a company must be incorporated or

registered under the companies act. Minimum number of members required in case
of public company is seven and two in case of private company which must be
limited to 200.
2. Legal entity separate from its members : a company is distinct from the persons
who constitute it. Hence it can enjoy rights and duties. Lord Mcnaughten puts it;
the company is at law a different person altogether from its subscribers. 
3. Artificial person: the company though a juristic person, does not possess the
body of a natural person. It exists only in contemplation of law. Being an artificial
person, it has to depend upon on natural persons namely the directors, officers,
shareholders etc. for getting its works done. However, these individuals represent
the company and accordingly whatever they do within the scope of their authority
conferred upon them and in the name and on behalf of the company, they bind the
company and not themselves. 
4. Limited liability: the advantages of trading through a company is that the
members of the company are only liable to contribute towards the payment of its
debts to a limited extent. If the company is limited by shares, the shareholder's
liability to contribute is measured by the nominal value of the shares he holds, so
that once he or someone who held the shares previously has paid that nominal
value when the shares were issued, he is no longer liable to contribute anything
further. 
However, the companies may be formed  with unlimited liability of members or
members may guarantee a particular amount. In such cases, liability of the
members shall not be limited to the nominal or face value of their shares and the
premium, if any unpaid thereon.
In case of unlimited liability companies, members shall continue to be laible till
each paisa or rupees has been paid off. 
5. Separate property: shareholders are not in the eyes of law, part owners of the
undertaking. In india the principle of separate property was laid down by the
Supreme court in Bacha F Guzdar v. CIT, Bombay AIR 1955. The Supreme court
held that a shareholder is not the part owner of the company or its property, he is
only given certain rights by law, for example to vote, to attend meetings or to
receive dividends. 
6. Transferability: the shares, debetures or other interest of any member in a
company shall be movable property, transferable in the manner provided by the
articles of the company. A shareholder can transfer his shares to any person
without the consent of other members.
However, a private company is required to put certain restrictions on transferability
of its shares but the right to transfer is not taken away even in case of a private
company. 
7. Perpetual succesion: being distinct from the members the death insolvency or
retirement of its members leaves the company uneffected. Members may come and
go but the company goes on forever, it continues even if all its members are dead. 
8. Common seal: a company being an artificial person is not bestowed with a body
of a natural being, therefore it does not have a mind or limbs of a human being. It
has to work through the agency of human beings, the directors and other offices
and employees of the company. A company may under its common seal execute
deeds on its behalf in any place either inside or outside India. 
9. Lifting the corporate veil: the chief advantage of incorporation from which all
follows is the separate legal entity of the company, however it may happen that the
corporate personality of the company is used to commit frauds or illegal acts, since
an artificial person is not capable of doing anything illegal or fraudulent, the
curtain of the corporate personality might have to be removed to identify the
persons who are guilty. This process is known as lifting the corporate veil. 

ANS-3) Section 2(56) of the Companies Act 2013, Memorandum of Association

means MOA, as originally framed or altered from time to time.
According to palmer, the memorandum of association is a document of great
importance in relation to the proposed company.
It contains objects for which the company is formed and therefore identifies the
possible scope of its operations beyond which its actions cannot go. 
It defines as well as confines the powers of the company.
If anything is done beyond these powers that will be ultra vires (beyond the powers
of) the company and so void.
Section 13 of the Companies Act 2013, provides that except the capital clause
(which  may be altered by passing an ordinary resolution) a company may by a
special resolution and after complying with the procedure alter the provisions of its
memorandum.
Provisions in Section 13 relate to the name, registered office, objects and liability
clauses.
For making alterations in the name clause or shifting of the registered office from
one state to another, it is necessary to obtain the approval of the
Central Government.
Thus, we can state that though Memorandum of association is the charter of the
company, but it is not unalterable.
Form and Contents: 
Section 4 requires the memorandum of a company to contain the following:
a.) the name of the company with limited or private limited.
b.) the name of the state in which the registered office of the company is to be
situated.
c.) the objects for which the company is proposed to be incorporated.
d.) the liability of the members limited or unlimited.
B. The name clause:
A company being a distinct legal entity must have a name of its own to establish its
separate identity. 
a.) The last words in the name of the company, if limited by shares or by guarantee
is 'limited' or 'private limited'.
The name stated in the memorandum is not:-
Identical with or resemble too nearly to the name of an existing company
registered under this act
b.) Such that its use by the company
I. will constitute an offence under any law for the time being in force or
II. Is undesirable in the opinion of the central government.
C. The registered office clause:
This clause states the name of the state in which the registered office of the
company will be situated.
Every company must have a registered office which establishes its domicile and is
also address at which the company's statutory books must normally be kept and to
which notices and other communications can be sent. 
A company shall within 30 days of its incorporation and always have a registered
office capable of receiving and acknowledging all communications and notices. 
D. The objects clause:
The object clause defines the objects of the company and indicates the sphere of its
activities. As per this clause it must be stated the objects for which the company is
proposed to be incorporated.
The objects of the company must not be illegal, immoral or opposed to ppublic
policy.