Memorandum of Association

Presented by

Rakib Zahoor Wani

Nazima Nazir

Fundamental Document
It Contains Fundamental Conditions upon
which alone the company is allowed to be
incorporated.
It is the Charter of company and defines its
raison detre (i.e. reason for existence)
It lays down the area of operation of the
company
It also regulates the external affairs of the
company in relation to the outsiders.
Its purpose is to enable shareholders and
those who deal with the company to know
what its permitted range of enterprise is.

Purpose of Memorandum
1. The Prospective shareholders shall know the
field in, or the purpose for, which their
money is going to be used by the company
and what risk they are undertaking in
making investment.
2. The outsiders dealing with the company
shall know with certainty as to what the
objects of the company
are and as to
whether the contractual relation into which
they contemplate to
enter with the
company is within the object of the
company.

Printing and signing of Memorandum (Sec

15)
The Memorandum of Association of a company
shall be
a) Printed
b) Divided
into
Paragraphs
numbered
consecutively, and
c) Signed by 7 (2 incase of a private company)
subscribers.
Each Subscriber shall sign (adding his address ,
description and occupation) in the presence of
at least one witness who shall attest his
signatures likewise.

Form of Memorandum (Sec 14)

The Memorandum of Association shall be in such
one of the forms in Tables B , C , D , E in Schedule 1
of the Companies Act 1956.

Contents of Memorandum (Sec

The Memorandum of every
13) company shall contain
the following clauses (described as conditions of
the companys incorporation)

(a)the name of the company with" Limited" as the last

word of the name in the case of a public limited
company, and with" Private Limited" as the last word of
the name in the case of a private limited company;
(b)the State in which the registered office of the
company is to be situate;

(c)in the case of a company in existence immediately before the

commencement of the Companies (Amendment) Act, 1965 , the
objects of the company;
(d)in the case of a company formed after such commencement,(i)the main objects of the company to be pursued by the
company on its incorporation and objects incidental or ancillary
to the attainment of the main objects;
(ii)other objects of the company not included in sub- clause (i);
and
(e)in the case of companies (other than trading corporations),
with objects not confined to one State, the States to whose
territories the objects extend.
(2)The memorandum of a company limited by shares or by
guarantee shall also state that the liability of its members is
limited.

(3)The memorandum of a company limited by guarantee shall

also 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 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 of the company as
may have been contracted before he ceases to be a member,
as the case may be, and of the costs, charges and expenses of
winding up, and for adjustment of the rights of the
contributories among themselves, such amount as may be
required, not exceeding a specified amount.
(4)In the case of a company having a share capital-(a)unless the
company is an unlimited company, the memorandum shall also
state the amount of share capital which the company is to be
registered and the division thereof into shares of a fixed amount;
(b)no subscriber of the memorandum shall take less than one
share; and
(c)each subscriber of the memorandum shall write opposite to
his name the number of shares he takes.

Six Clauses are:

1. Name
2. Registered Address
3. Object
4. Liability
5. Capital
6. Association or Subscription