11/2/23, 1:42 PM All-About the Memorandum of Association

All-About the Memorandum

of Association
The article discusses the meaning,
contents and provisions regarding
alteration in the Memorandum of
Association of Companies in India

By Taxmann

17 min. read

1. What is Memorandum of Association

As per Sec. 2(56), “Memorandum” means the
memorandum of association of a company as
originally framed or as altered from time to
time in pursuance of any previous company law
or of this Act. The definition given under the Act
does not throw any light on the nature of M/A,
therefore, reference is made to following
definitions:

According to Palmer,

“The Memorandum of Association contains

the objects for which the company is formed.
It defines the boundary beyond which the
company cannot go.”

According to Lord Cairns,

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“The Memorandum defines the limitations of

the powers of the company …….. it contains
in it, both that which is affirmative and that
which is negative ………”.

M/A defines and confines (sets limits to) the

powers of the company. It is clear from above
definitions that M/A is a document of prime
importance. This document tells the permitted
range of activities of the company.

Memorandum is rightly called the ‘Charter’ of

the Company as it specifies the objectives of
the Company. This document provides the
foundation on which the company is built.

2. Contents of Memorandum of
Association (Sec. 4)
The memorandum of association of a company
shall state-

2.1 Name Clause:

The name of the company with the last word

(a) “Limited” in the case of a public limited

company,

(b) “Private Limited” in the case of a private

limited company.

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(c) Sec. 8 company is exempt from the

requirement of adding ‘Limited’ or ‘Private
Limited’ to its name.

(d) ‘OPC’ – in case of One person company.

(e) A specified IFSC private company and

specified IFSC public company shall have the
suffix International Financial Service Company
or IFSC as part of its name (notification dated
4-1-2017).

(f) In case of Government company, it must end

with ‘limited’ (whether it is a private company or
public company), (notification dated 5-6-2015).

2.2 Restrictions regarding Name of the Company

The name stated in the memorandum shall not-

1. be identical with or resemble too nearly to the

name of an existing company registered under
this Act or any previous company law; or

Case Laws:

Ewing (Trading as Buttercup Dairy Company) vs.

Buttercup Margarine Company Ltd. (1917)

The plaintiff had been carrying on business

under the name of Buttercup Dairy Company.
He filed a suit against a newly registered
company Buttercup Margarine Company Ltd.
restraining it from carrying business with the
said name on the ground that the name
resembled their company’s name. He alleged

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that public might think that the two businesses

were connected. The plaintiff succeeded in
getting the injunction.

Society of Motor Manufacturing & Traders Ltd.

v. Motor Manufacturers & Traders Mutual
Assurance. (1925)

It was held that the plaintiff was a trade

protection society for motor manufacturers and
traders while defendant company was an
insurance company for motor manufacturers
and traders. So no one could conclude that the
two were connected, therefore both the
companies could continue with their respective
names.

2. be such that its use by the company-

(a) will constitute an offence under any law for

the time being in force; or

(b) is undesirable in the opinion of the Central

Government.

3. A company shall not be registered with a

name which contains-

(a) any word or expression which is likely to give

the impression that the company is in any way
connected with, or having the patronage of, the
Central Government, any State Government, or
any local authority, corporation or body
constituted by the Central Government, any

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State Government under any law for the time

being in force, or

(b) such word or expression, as may be

prescribed e.g., National, Authority, Republic,
Bureau, etc. unless the previous approval of the
Central Government has been obtained for the
use of any such word or expression. The
Companies (Incorporation) Fifth Amendment
Rules w.e.f. 10-5-2019 explain restrictions
regarding name of the company. These
amended rules provide ample illustrations to
avoid ambiguity in name reservation. As a result
of it, name rejection rate has fallen drastically.

Approval based words such as insurance, bank,

stock exchange etc. cannot be used without the
approval of concerned authority. Word
‘Insurance’ can be used only with approval from
Insurance Regulatory and Development
Authority (IRDA), word ‘Bank’ can be used only
with approval of Reserve Bank of India (RBI).
Similarly word ‘Stock Exchange’ can be used
only with the approval of Securities and
Exchange Board of India (SEBI).

The name shall be considered undesirable if it

is prohibited under the provisions of the
Emblems and Names (Prevention of Improper
Use) Act, 1950 unless a previous permission
has been obtained under that Act. The name
shall also be considered undesirable if it
includes a trade mark registered under the

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Trade Mark Act, 1999 without the consent of the

owner of the trade mark.

2. Domicile Clause or Registered Office Clause:

It shall specify the State in which the registered
office of the company is to be situated;

3. Objects Clause: It states the objects for

which the company is proposed to be
incorporated and any matter considered
necessary for furtherance thereof;

4. Liability Clause: It states the liability of the

members of the company, whether limited or
unlimited, and also state,-

(a) in the case of a company limited by shares,

the liability of its members is limited to the
amount unpaid, if any, on the shares held by
them; and

(b) in the case of a company limited by

guarantee, the amount up to which each
member undertakes to contribute-

(i) to the assets of the company in the event of

its being wound-up while he is a member or
within one year after he ceases to be a member,
for payment of the debts and liabilities of the
company or of such debts and liabilities as may
have been contracted before he ceases to be a
member, as the case may be; and

(ii) to the costs, charges and expenses of

winding-up and for adjustment of the rights of
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the contributories among themselves;

5. Capital Clause (only in case of company

having share capital): The amount of share
capital with which the company is to be
registered and the division thereof into shares
of a fixed amount and the number of shares
which the subscribers to the memorandum
agree to subscribe which shall not be less than
one share;

6. Nomination Clause (only in case of OPC): In

the case of One Person company, the name of
the person who in event of death of the
subscriber, shall become member of the
company; and

7. Subscription or Association Clause: The

number of shares each subscriber to the
memorandum intends to take is indicated
opposite his name.

3. Model Form of Memorandum of

Association [Sec. 4(6)]
The memorandum of a company shall be in
respective forms specified in Tables A, B, C, D
and E in Schedule I as may be applicable to
such company.

Schedule I

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Memorandum of Association of a company

Table A :
limited by shares.
Memorandum of Association of a company
Table B : limited by Guarantee and not having a share
capital.
Memorandum of Association of a company
Table C : limited by Guarantee and having a share
capital.
Memorandum of Association of an unlimited
Table D :
company and not having share capital.
Memorandum of Association of an unlimited
Table E :
company and having share capital.

Doctrine of Ultra Vires: Term ‘Ultra Vires’

means ‘beyond power’. In the context of
company ultra vires acts may be of following
types:

1. Acts ultra vires the M/A or objects clause of

the memorandum or ultra vires the company
(used interchangeably).

2. Acts ultra vires the A/A but intra vires (within

power) the company.

3. Acts ultra vires the directors but intra vires

the company.

It needs to be noted that acts which are ultra

vires the company can never be made intra
vires even by unanimous consent, while the acts
in second and third points above can be made
intra vires if the consent is obtained later.

The concept of ‘ultra vires’ if nothing ‘additional

stated’ is construed as to be ultra vires the
company. It was established in Ashbury Railway
Carriage Co. Ltd v. Riche case that ultra vires

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acts shall not be binding on the company.

Directors shall be themselves liable for such
contracts. In the above case where the
company was authorized to ‘construct the
railway lines’ when diverted from its objects and
started ‘financing of construction of railway
lines’ this act was held to be ultra vires the
company, therefore, the directors were held
liable for such acts and not the company.

In Lakshmanaswamy v. LIC of India (1963) the

Apex Court held that the company cannot go
beyond the objects. Such an act is absolutely
void and cannot be ratified even if all the
shareholders agree.

Ultra-vires acquired property – If company’s

money has been spent ultra-vires in acquiring
some property, the right of the company on that
property is held secure, as it represents the
corporate capital.

4. Alteration of Memorandum of
Association
Clause Nature of Change Procedure of Change

In conformity with provisions

of Sec. 4 + Special
Resolution in General
Meeting +
1. Name 1. Any change in the Approval of Central
Clause name of the company.
Government in writing.
Approval of name using web
form RUN (Reserve Unique
Name).

2. Change involving Special Resolution in General Meeting.

addition thereto or Change of name using web form RUN.

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deletion therefrom, of
the word ‘Private’ on
conversion.
3. Rectification of name
(i) within a period of 3
of the company (Sec.
16): months from the issue of such

(a) if a name on direction after adopting an

Ordinary Resolution. Within 15
first registration
days of change give notice to
or registration by
new name in the Registrar along with order of
Central Government. Necessary
opinion of the
Central changes in the Certificate of
Incorporation and Memorandum
Government is
shall be made.
identical with or
too nearly
(ii) in case of non-compliance of
resembles the direction within 3 months, new
name of the
name of company shall be the
previously
letters ORDNC (Order of
registered Regional Director not complied),
company, it may
the year of passing of the
direct the direction, the serial number and
company to
the existing CIN of the
change its name
company. The Registrar shall
or new name as enter such name in Register of
the case may be.
Companies and Company will
have to mention ‘ORDNC’ in
brackets below the name of
company wherever printed,
affixed or engraved. This will
continue until company
subsequently changes its name
in accordance with Sec. 13.
[Rule 33A inserted by
Companies (Incorporation) Fifth
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(b) on application by a
registered proprietor of
a trade mark within 3
years of incorporation of
a company, if in the
opinion of the Central
Government, name on
first registration or
registration by a new
name is identical with or
too nearly resembles to
an existing trade mark,
it may direct the
company to change its
name.
2. 1. From one place to
Domicile another within the same
city, town or village*.
Clause 2. From one city, town or
village to another city,
https://www.taxmann.com/post/blog/memorandum-of-association/
Amendment Rules, 2021 w.e.f.
1/9/2021]
(i) within a period of 3 months from the issue
of such direction after adopting an Ordinary
Resolution. Within 15 days of change give
notice to Registrar along with order of
Central Government. Necessary changes in
the Certificate of Incorporation and
Memorandum shall be made.
(ii) in case of non-compliance of
direction within 3 months, new
name of company shall be the
letters ORDNC (Order of
Regional Director not complied),
the year of passing of the
direction, the serial number and
the existing CIN of the
company. The Registrar shall
enter such name in Register of
Companies and Company will
have to mention ‘ORDNC’ in
brackets below the name of
company wherever printed,
affixed or engraved. This will
continue until company
subsequently changes its name
in accordance with Sec. 13.
[Rule 33A inserted by
Companies (Incorporation) Fifth
Amendment Rules, 2021, w.e.f.
1/9/2021]
Board Resolution
Special Resolution in
General Meeting + Approval
11/23
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town or village**. of Regional Director.

where it Special Resolution in
involves General Meeting.
change in
jurisdiction
of RoC***
where it does
not involve
change in
jurisdiction
of RoC

Form No. INC-23 to be filed

3. Change of Registered
Office from one state to
another.
with Special Resolution
passed in General Meeting +
Approval of Central
Government (Central
Government shall give its
approval only after having
‘No Objection’ from
Creditors, debenture holders
and the persons concerned
with the company and
ensuring that no employee
shall be retrenched).

Shifting not allowed during pendency of any

enquiry/inspection/investigation/prosecution
against the company.

RoC of State where office is

3. Object 1. A company which has
Clause raised money from
public through
prospectus and still has
unutilized amount shall
change its objects for
which it raised the
money.
2. In other cases
shifted shall issue fresh
Certificate of Incorporation
indicating alteration.
Special Resolution General Meeting + details
be published in two newspapers, one English
and one in Vernacular Language plus on
website of the company indicating
justification of change + the dissenting
shareholders shall be given an opportunity to
exit. RoC shall register alteration within 30
days of filing of Special Resolution.
Special Resolution in General Meeting . RoC
shall register alteration within 30 days of

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filing of Special Resolution.

4. 1. Increase of
Capital Authorised Capital. Sec.
61(1)(a)
Clause
2. Conversion of
shares into stock
or vice versa.
Sec. 61(1)(c)

3.
Consolidation**** Authorisation by Articles
or splitting up of
+
shares. Sec. 61(1)
(b) and Sec. 61(1) Ordinary Resolution
(d )

4. Diminution of
Capital
(Cancellation) of
unsubscribed
portion of capital.
Sec. 61(1)(e)
5. Reduction of capital Special Resolution in General Meeting +
(Sec. 66) Approval of Tribunal on ‘No Objection’ from:

by extinction
(i) Creditors
or reduction
of liability on
any of its
(ii) Central Government
shares in
respect of (iii) Registrar
share capital
not paid up (iv) SEBI
or
either with or Tribunal shall not sanction any
without
application for reduction unless
extinction or
reduction of accounting treatment for

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liability on reduction proposed is not in

any of its
conformity with provisions
shares:
regarding it.
(i) cancel any
paid up share Officers knowingly concealing or
capital which is misrepresenting the nature,
lost or amount or claim of any creditor
unrepresented by (or being privy to such
available assets, concealment or
or misrepresentation) shall be
liable under Sec. 447.
(ii) payoff any
paid-up share
capital which is
in excess of the
wants of the
company.

Note: Rule 33A w.e.f. 1-9-2021.

*&**Do not amend the M/A as it (M/A)

mentions only the name of the State. These
points are covered here only for the sake of
convenience.

***Change in jurisdiction of RoC: The State of

Maharashtra has 2 RoCs (Mumbai and Pune)
and the State of Tamil Nadu has 2 RoCs
(Chennai and Coimbatore). Therefore, change in
registered office from one place to another
place within the same State in above
mentioned States may involve change in
jurisdiction of RoC.

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****Consolidation shall require approval of

Tribunal if it results in changes in voting
percentage of shareholders (notified on 11-06-
2016)

Note: Whenever an alteration is made it needs

to be intimated to RoC along with relevant
resolutions and approvals. RoC shall certify the
registration within particular time frame and
alteration shall become effective.

5. Difference Between Diminution of

Capital & Reduction of Capital
Basis Diminution of Capital Reduction of Capital
Cancellation of Reduction of
1. Meaning unsubscribed portion subscribed or paid-up
of capital. capital.
2. Kind of Ordinary Resolution Special Resolution is
Resolution is required to be required to be
Required passed. passed.
In addition to Special
Resolution in general
Only a few such as
meeting, approval of
Authorization by
Tribunal (on receiving
3. Other Articles and Ordinary
‘no objection’ from
required Resolution as
different stakeholders
Compliances interest of creditors
such as Creditors,
is not affected by
Central Govt.,
diminution.
Registrar, SEBI) is
required.

6. Doctrine of Ultra Vires

‘Ultra’ means beyond, and ‘vires’ means powers.
Memorandum of Association of a company
defines the powers of a company. Any act done

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contrary to or in excess of the scope of the

activity of the company as laid down by its
memorandum of association is ultra vires the
company, i.e., beyond the legal powers and
authority of the company, and shall be wholly
void and not binding on the company. Acts ultra
vires the company can neither be legalised nor
ratified even with the unanimous consent of all
the members of the company.

6.1 Rationale of the Doctrine

The doctrine of ultra vires is primarily

developed to protect the interest of the
investors and the creditors. The doctrine
prevents a company to employ the money of the
investors for a purpose other than those stated
in the objects clause of the memorandum of
association. Thus the investors and creditors
may be assured by this doctrine that their
investment will not be directed for the activities
which they did not contemplate while making
investment in the company.

The doctrine prevents the wrongful application

of the company’s assets to result in losses or
insolvency of the company. It puts a check on
the directors of the company from deviating
from the objects for which the company is
formed. A company only has the capacity to do
those acts which fall within its objects as set
out in its memorandum of association or are
reasonably incidental to the attainment of such
objects.
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6.2 Establishment of the Doctrine

The doctrine of ultra vires was established and

applied in 1875 by the House of Lords in the
case of Ashbury Railway Carriage & Iron Co.
Ltd. v. Riche.

The Memorandum of Association of Ashbury defined its objects

as “to make and sell, or lend on hire railway carriages and
wagons and all kinds of railway plants etc.; to carry on the
business of mechanical engineering and general contractors…”.
The company entered into a contract with M/s. Riche, a firm of
railway contractors, to finance the construction of a railway line
in Belgium. On repudiation of his contract by the company on
the ground of its being ultra vires, Riche brought an action for
damages for breach of contract on the ground that the words
“general contractors” gave power to the company to enter into
such contract and, that, it was well within the powers of the
company.

The House of Lords held the contract as ultra

vires the company and, therefore, declare it
null and void. “The term ‘general contractors’
must be taken to indicate the making
generally of such contracts as are connected,
with the business of mechanical engineers. If
the term ‘general contractors’ is not so
interpreted, it would authorise the making of
contracts of any and every description, would,
therefore, be altogether unmeaning. Hence
the contract was entirely beyond the objects
in the “memorandum of association.”

The doctrine of ultra vires was recognised in

India in the case of Jahangir R. Modi v. Shamji
Ladha and has been well established by the
Supreme Court in the case of A.
Lakshmanaswami Mudaliar v. Life Insurance
Corporation of India.

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The doctrine of ultra vires should not be

unreasonably understood and applied. It does
not restrain a company from doing such things
which are reasonably fair and incidental to its
objects or which the company is authorised to
do under the Companies Act. For example, a
company which has been authorized by its
memorandum to purchase land had implied
authority to let it and if necessary, to sell it.
However, it has no power to go beyond the
objects or to do any act which has not a
reasonable proximate connection with the
object or which would only bring an indirect or
remote benefit to the company.

There is difference between objects and

powers. Powers are not to be stated in the
memorandum. Even if stated, these can be used
only to achieve the objects of the company. In
no case, these can become independent
objects by themselves.

Acts of a company may also be ultra vires the

Articles or ultra vires the powers of the
directors. Acts ultra vires the Articles can be
validated and made binding upon the company
by altering the Articles of Association with
special resolution at a general meeting.
Alteration of Article of Association with
retrospective effect, if to the benefit of the
company, shall be valid. An act beyond the
scope of the powers of the directors may also

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be ratified by the general body of the

shareholders.

6.3 Effects of Ultra Vires Transactions

Following are the effects of ultra vires

transactions:

a. Injunction: Any member of the company can

bring injunction against the company to restrain
it from doing ultra vires acts.

b. Liability of Directors towards the Company:

The directors of the company are personally
liable to make good those funds of the
company which they have used for ultra vires It
is the duty of the directors of the company to
employ funds and properties of the company for
the purposes laid down in the memorandum of
association of the company.

c. Liability of Directors towards the Third Party:

Directors are the agents of the company. It is
their duty to conduct the affairs of the company
within the powers of the company as laid down
in the memorandum. Where the directors
represent the third party that the contract
entered into by them on behalf of the company
is within the powers of the company, while in
reality the company has no such powers under
the memorandum, the directors will be
personally liable to the third party for his losses
on account of breach of warranty of authority.

Week v. Property (1873) The directors of a railway company

through an advertisement, invited applications to invest in the
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company by way of loans and bonds. The limit of borrowing as

put in the memorandum had been exhausted. Week lent to the
company on the faith of it. Held that the loan is ultra vires but
Week could sue the directors for breach of warranty of authority.

d. Contract Void: A contract which is ultra vires

the company will be void and of no effect
whatsoever. “An ultra vires contract being void
ab initio, cannot become intra vires by reason
of estoppel, lapse of time, ratification,
acquiescence or delay”. However, if the contract
is only ultra vires the powers of the directors
but not ultra vires the company, it may be
ratified in the general meeting and thereby the
company will be bound by it.

e. Ultra vires acquisition of Property: When

money of a company is spent ultra vires in
acquiring a property, the right of the company
over that property would be secure. This is
because the property represents corporate
capital, though acquired wrongly.

However, where the payment for an ultra vires

acquired property/asset has not been made, the
vendor can obtain a tracing order to recover the
property from the hands of the company. A
company cannot be allowed to benefit from
such transactions at the cost of the other party.

f. Ultra vires Borrowings: A bank or other person

lending to company for purposes ultra vires the
memorandum cannot recover the money under
that loan agreement. But nothing prevents the
company from repaying that money. The lender

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is also entitled to a tracing order, and if the

money lent is traced in specie or into any
investment held by the company, the lender can
recover it from the company in that form.
Further, if that money is used by the company in
discharging any debts or liabilities of the
company, the lender will, on accounts of
principle of subrogation, step into the shoes of
the creditors whose claims have been paid off
by the company and acquire rights against the
company.

g. Ultra vires Lending: If the money has been

lent by the company and the lending is ultra
vires, the contract would be void. No action can
be brought on it, but the company can sue for
recovery of its money. This is because the
borrower who has made a promise to repay that
money, cannot be allowed to refrain from paying
it back on the ground that it is without authority.

h. Ultra vires Torts: In order to make the

company liable for the torts (civil wrongs) of its
employees, it is to be proved that:

1. the tort was committed in the course of an

activity which falls within the purview of the
company’s memorandum, and

2. the tort was committed by the employee in

the course of his employment.

Case

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A company, having the statutory powers to

run tramways, starts operating omnibuses–a
venture entirely outside its memorandum. The
driver of one such bus negligently injures X.
The company cannot be held liable for injury
to X because the company does not have any
existence outside its corporate sphere.
Therefore, X ’s remedy is only against the
driver and not against the company.

7. Important Cases
Ewing vs. Buttercup Margarine Name of
Company Ltd. company

Society of Manufacturers and

Traders Ltd. vs. Motor
Manufacturers and Traders Name of
company
Mutual Insurance Company
Ltd.

Executive Board of the

Methodist Church in India vs. Name of
company
Union of India

Orient Paper Mills Ltd. vs. The Shifting of

State Registered
Office

Rank Film Distributors vs. Shifting of

Registrar of Companies Registered
Office

Minerva Mills Ltd. vs. State of Shifting of

Maharashtra Registered
Office

Ashbury Railway Carriage & Doctrine of

Iron Co. Ltd. vs. Riche Ultra vires

Weeks vs. Property Doctrine of

Ultra vires
MoA and AoA are the documents required for formation of
company. While prospectus is drafted for issue of securities
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as per the requirements of law. The blog discusses the

meaning, contents and provisions regarding alteration in
Memorandum of Association.

https://www.taxmann.com/post/blog/memorandum-of-association/ 23/23