MEMORANDUM OF ASSOCIATION & ARTICLES OF ASSOCIATION

 BY SUSHMA GOWDA

INTRODUCTION

Memorandum of association is a document which sets out the constitution of company and is the foundation on which the structure of company stands. If a company acts beyond its power as mentioned in Memorandum of Association will be considered as Ultra Vires and it will be void.

Memorandum of Association is having 5 clauses such as:

1) Name Clause

2) Situation Clause

3) Object Clause

4) Liability Clause

5) Capital clause 

6) Subscription Clause

FORMS OF MEMORANDUM

Forms of Memorandum of Association is specified in Tables A, B, C, D & E in schedule I are as follows.

Table A: Memorandum of Association of company limited by shares

Table B: Memorandum of Company limited by guarantee not having share capital

Table C: Memorandum of Company limited by guarantee having share Capital

Table D: Memorandum of Company Unlimited having no share capital.

Table E: Memorandum of an unlimited Company having a share capital.

Alteration of memorandum of Association

1. A) Name clause: in case of change in name clause one must pass resolution, must take Approval of Government and delete word ‘Private’.

2) Change in Registered office: Pass Board Resolution and special resolution shall be formed in the INC-22 form within 15 days and words “ within 30 days of its incorporation”

3) Change of State:

Approval of Central Govt in FORM INC-23 with registrar for incorporation of certificate.

4) Change in jurisdiction of Registrar:

Confirmation of regional director to the company within 30 days.

1. B) Change in liability:

Need Special resolution to be passed and file FORM MGT-14.

1. C) Change in Capital:

Alteration of capital clause to be authorized by Articles of Association as per section 61 of companies act 2013. It must be notified within the period of 30 days.

ARTICLE OF ASSOCIATION:

In the case of Articles of Association originally framed or as altered from time to time. It also Includes Tables F to J in schedule I of the Act.

Form of Articles:

Table F: Articles of Company by limited by shares

Table G: Articles of Company limited by guarantee and having a share capital

Table H: Articles of company limited by guarantee and having no share Capital

Table I: Articles of unlimited Company having share capital

Table J: Articles of an unlimited company having no share capital

A company has a statutory right to alter its Alter of Association but condition to alter it must be stated in Memorandum of association.

REGISTRATION OF MEMORANDUM OF ASSOCIATION AND ARTICLES OF ASSOCIATION.

Memorandum & Articles when registered bind the company and its members to the extent specified in both Memorandum of Association and Articles of Association.

DOCTRINE OF CONTRUCTIVE NOTICE:

Every person dealing with person must have Constructive Notice in the Memorandum of Association of Company. Constructive Notice protect the Company against Outsiders

DOCTRINE OF INDOOR MANAGEMENT:

The Doctrine of indoor management operates to protect the outsiders against the Company.

DOCTRINE OF ULTRA-VIRES:

If whatever is not stated in the memorandum of association in its object or power is prohibited to act is considered as Ultra Vires.