Sri Krishna Arts and

Science College

Department of Commerce CA

COMPANY LAW

CLASS : III BCOM CA A

SEMESTER : VI
TOPIC : MEMORANDUM OF ASSOCIATION
COURSE CODE : 16CUG34
TERM : 2018 - 2019; EVEN SEMESETER
FACULTY : Mrs.N.A.ANCY SIMI
ATTENDANCE
SNAP TALK
 Under Section 2(28) of the Companies
Act, 1956 the “Memorandum means the
memorandum of association of the
company as originally framed or as
altered from time to time in pursuance
with any of the previous
companies law or the Companies Act,
1956.” CHA
RT E
R
or
C o ns
titut
of t h io n
e co
.
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 Conditions of the MOA
• It should be printed
• Divided into paragraph and numbers consecutively
• Signed by at least seven persons or two in case of
public and private company respectively.
• The signature should be in the presence of a witness,
who will have to attest the signature
• Members have to take shares and write the number
of shares taken with full address
The MOA of the Limited Company
• The name of the company with ‘limited’ as the last word
• The name of the state where the registered office of the
company is to be situated
• The objects of the company stating the ‘Main objects’ and the
‘other objects’
• The declaration about the liability of the members is limited
( limited by shares or guarantee)
• The amount of the authorized share capital, divided into
shares of fixed amounts.
CONTENTS OF MEMORANDUM OF
ASSOCIATION

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1. Name Clause[ section 13(1)
(a)]
PUBLIC PRIVATE
CO. CO.

LIMITED PVT LIMITED

The company is free to choose any name but it must

not be undesirable or must not resemble the name of
any other registered company
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 Rules for selecting the name of the company
• The name should not be undesirable
• The name should not be identical with
another company’s name
https://www.coursehero.com/file/p2l389h2/Case-Law-Ewing-vs-Buttercup-Marg
arine-Co-Ltd-The-plaintiff-who-carried-on
/

• The name should not be a prohibited one

• The name should end with words limited or
Private Limited
For example .

A & b were the two directors of AB & Co Ltd. A

bill of exchange drawn on the company I its
proper name was accepted by A and B on behalf
of the company. But the rubber stamp
containing the name of the company was longer
than the paper of bill of exchange and the word
“Ltd’ was missed while affixing the stamp.
• In this case, A and B are not personally liable
for the amount of the bill of exchange as the
omission of the word ‘Ltd’ was accidental.
Here the company will be liable to pay the
amount of the bill of exchange
• In another case one of the director signed the
bill of exchange on behalf of the company and
omitted the word ‘Limited’ from the name of
the company. In this case the director is
personally liable to pay the amount of the bill
of exchange
 O F THE
C A T ION F ICE
LO O F
I S T E RED
REG

SS F OR
D R E
I A L AD
OFF I C
T R ATION
REGI S

E COR DS
AN D R
B O O KS KEPT.

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 An important clause

 Must be very drafted carefully;

 Determines the activities of the company.

 In it each and every detail of activities of the business

to be carried out must be laid down.

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 Main Object
To Be
Ancillary Pursued For
or Incorporation
incidental
to
attainment
of main
objective
Covers those
objectives not
covered under
‘main objects’

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 Restrictions
• The objects should not be illegal. Eg.
Conducting lotteries, trading with enemy
• It should not be against the provisions of the
companies act
• It should not be against the general law of the
land eg. Company for gambling
 This clause states the nature of liability of the members of
the company .in the case of a company limited by share or
by guarantee the fact that the liability of its members is
limited must be made absolutely clear . In case of a
company limited by shares the liability of a member is
limited to the nominal value of the share held by him .if the
share are fully paid up his liability is nil. But in case of
partly paid-up shares the liability is limited to the amount
which is unpaid.
 In case of a company limited by guarantee ,the liability
clause must state the amount which every member
undertakes to contribute to the assets of the company in the
event of its winding up

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 This clause states that amount of the
capital with which the company is to be
reg istered .this clause should also state
the number and face value of shares
into which the capital of the company is
divided
 The capital with which the company is
‘registered’ or ‘nominal’ or ‘authorized’

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 Types of alterations in capital
clause
• Increase of share capital by issue of new
shares
• Consolidation of existing shares into shares of
larger or smaller amount
• Conversion of fully paid shares into stock and
stock into fully paid shares
• Cancellation of unissued shares
 The association clause states – in this
cause , the subscribes declare that they
desire to be formed into a company and
agree to take the shares stated against
their names .the names ,address and
occupation of the subscribers must be
given each subscriber must sign in the
presence of at least

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F

KEYWORDS
• Memorandum of Association
• Conditions
• Clauses
F

MCQ
1. Sec.25 Companies should pay stamp duty for
registering MOA and AOA.
a)Yes
b)No
2.How many members should sign the MOA in case of
public company ________
a)1
b)3
c)5
d)7
F

3. An act ultra virus the directors can be rectified if it is

not ultra vires
a) The articles
b) The memorandum
c) Company Act
d) None of the above
4. Companies are now allotted a _______ in addition to
their name
e) PAN
f) SIN
g) PIN
h) CIN
F

OUTCOME
• Memorandum of Association
• Conditions
• Name Clauses
• Registered office clause
• Object clause
• Liability clause
• Capital clause
• Association clause
F

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