PRESENTATION ON MEMORANDUM AND ARTICLE OF ASSOCIATION

PRESENTED BY: GYANESH MAHOR PRIYANKA AHIRWAR

MEMORANDUM OF ASSOCIATION
Memorandum of associations is one of the documents which has to be filled with the registrar of companies at the time of incorporation of a company. Definitions. - It lays down the area of operation of the company. - It also regulates the external affairs of the company in relation to outsiders. - to enable shareholders and those who deal with the company to know what its permitted range of enterprise is.

Form of memorandum
Table B Table C Table D Table E In schedule I as may be applicable in the case of the company.

Printing and signing of memorandum

At least seven person in the case of public company and two in the case of private company must subscribe to the memorandum. Only a person capable to enter into contract on his own can subscribe to the memorandum. Both the artificial and natural person can subscribe to the memorandum. In the case of the illiterate subscriber to the memorandum ,the thumb impression or mark duly attested by the person writing for him should be given

Cont.
The memorandum shall be printed .computer printing is recognized for this purpose. It shall be divided into paragraphs numbered consecutively and shall be signed by each subscriber, with his address, description and occupation added, in the presence of at least one witness who will attest the same [sec 15].

Contents of Memorandum
- The Name clause- company should state its name. - The Registered office clause- states the name of the state. - The Object clause- shows the object for which the company is formed. And the extent of power which the company can exercise to achieve it. - The liability clause- this clause has to state the nature of liability that the member incur. - The Capital clause- company limited by share must state the authorised or nominal share capital. - The Association Clause.- This clause provides that those who have agreed to subscribe to the memorandum must signify their willingness to associate and form a company

ARTICLE OF ASSOCIATION
MEANING-The article of association set out the

rules and regulations for the internal management of the company. Definition: Acc to sec 2(2) of the companies act ,1956 article means the article of association of a company as originally framed or altered from time to time in pursuance of any previous companies law or of this act.

 CONTENT OF ARTICLES 1. Share capital, rights of shareholders, share

2. 3. 4. 5. 6. 7.
8. 9.

certificates. Calls on shares Transfer of shares Forfeiture of shares Alteration of capital General meetings and proceedings Directors, their appointment, remuneration, qualifications, etc Manager, Secreatary, Winding up

 Company which must have their own Articles-unlimited companies -companies limited by guarantee. -private companies limited by shares Regulations required in cases 1. Unlimited company-the number of members with which the company is to be registered

-if it has a share capital, the amount of share capital with which the company is to be registered. 2. Limited by guarantee. - The number of member of members with which the company is to be registered.

3. Private company. -restrict the right to transfer shares -limit the number of its members to 50.. -prohibit any invitation to the public to subscribe for any shares etc

Sr no 1

Point of distinction Meaning

MOA

AOA

It contains the constitution and the company for which it is formed. The company cannot the power conferred on it by its memorandum.

Article of association are the internal regulation of the company which helps to govern the management of the internal affairs of the company.

STATUS

It is primary and supreme document.

It is secondary document. Articles are subordinate to and controlled by the memorandum. An article controls internal operation of the company.

Main object

Memorandum is adopted for controlling external affairs of the company.

It is compulsory for all the companies to file the memorandum with the registrar of the companies.

Registration

Unlimited companies, company limited by guarantee and private companies limited by shares must have article [sec 28]