In other words, a Memorandum defines and … confines the power of the company. Memorandum of Association is the most important document of a company. This clause need not be numbered. The articles contain regulations for the internal affairs and management of the company section 5. It will fix up the domicile of the company. Where a company is registered by a name so similar to that of another company, that the public are likely to be deceived, the court will grant an injunction restraining it from using that name. Alteration of objects clause can be done for the following reasons: 1.
We shall, therefore, examine some better definitions given by judges. I am not sure I understand your question. The second dimension involves any stakeholder of the company. General meaning of Article of Association The Articles of Association is a document that contains the purpose of the company as well as the duties and responsibilities of its members defined and recorded clearly. Liability Clauses: Liability clause mentions the liability of members of the company- In case of a company limited by shares, Memorandum of Association must have a clause to the effect that the liability of the members is limited to the extent of the amount of the unpaid portion of the shares held by him.
This clause also specifies business for which the company may take part in the future. Address of the registered office of the company need not be mentioned in the Memorandum of Association. Each subscriber must write opposite his name the number of shares he shall take. The intending share holder who contemplates the investment of his capital shall know within what field it is to be put at risk. In the case of a company limited by guarantee, its memorandum of association shall state that each member undertakes to contribute to the assets of the company, in the event of its being wound up while he is a member or within or year after wards for the payment of the debts and liabilities of the company.
What Is The Importance Of Articles Of Association? The Objects of the Company — The Object Clause: This is the most important clause in the memorandum because it not only shows the object for which the company is formed but also determines the extent of the powers which the company can exercise in order to achieve the object or objects. The subscribers to the memorandum of association may choose and object or objects for their company. The memorandum has to be signed by each subscriber in the presence of at least one witness who must attest the signatures. In the case of a company having share capital, each subscriber is also required to take at least one share and to write opposite his name the number of shares he agrees to take. If the signature of witness and the subscriber is done in any other language then an affidavit needs to be filed which will declare that it is the actual sign of them.
This clause mentions all possible types of business in which a company may engage in future. It provides a list of all the operations of the company. It is difficult to alter the objects clause later on. Registered office clause: This clause states the name of the state where the registered office of the company is to situate. Anonymous A clause is a group of words that has a predicate and a subject. Articles of association: Definition: The articles of association are the regulations or by.
Thus the name clause of the memorandum consists of the authentic, legal and approved name of the company. The Memorandum of Association a company limited by guarantee must state the amount which each member undertakes to contribute to the assets of the company in the event of its being wound up. It also has the names of the registrars enrolled. Whose objects are not confined to one states clause must mention specifically the states to whose territories the objects extend. Being a researcher at heart, he has done rigorous research and has written various articles on Companies Act, 2013 to keep at pace with the latest changes and critically analyze the implications of various provisions of the new Act. Secondly, it is the place where various registers relating to the company must be kept and to which all communications and notices must be sent.
Memo vouchers are used when the user has to make Suspense Payments or he has to make a transaction for which the user does not have complete information. It also defines the scope of its activities. The registered office clause is important for two reasons. It should not also use words like King, Queen, Emperor, Government Bodies and names of World Bodies like U. It is not necessary for the sender to sign a memo, however, somecompanies, agencies, or organizations may require it. In furtherance of the above but not otherwise, the Company shall have the following powers: a To consult and canvass the opinions of members of the Company via electronic methods of communication including email, fax, World Wide Web and any other appropriate technologies.
To institute and to defend and suit, appeal, application for review or revision or any other application of any nature whatsoever, to take out executions, to enter into agreements of reference to arbitration and to enforce and where need be to contest any awards and for all such purpose to engage or retain counsels, attorneys and when necessary to remove them. But, every company must have a registered office either from the day it begins to carry on business or within 30 days of its incorporation, whichever is earlier. As for the purpose of the Memorandum, it is of two dimensions. It will fix up the domicile of the company. The objects clause must contain the important objectives of the company and the other objectives not included above.