MEMORANDUM OF ASSOCIATION AND ARTICLES OF
ASSOCIATION
The memorandum
is the company's charter. It states the company's name; the situation of its
registered office; its share capital; the fact that liability is limited and,
most importantly, the object for which the company has been formed. In theory,
the company can only operate in the areas mentioned in the objects clause but
in practice the clause is drawn to cover as wide an area as possible. The
directors of the company will incur personal liability if the company engages
in a type of business which is not authorised by the objects clause. The memorandum must be signed by at least three shareholders.
Sec.13 of the
Companies Act, 1956 prescribes the requirement with respect to Memorandum of
Association.
• Name of the
company with "Limited" as the last word of the name in case of a
public limited company, and with "Private Limited" as the last words
of the name in the case of a private limited company;
• The State in
which the registered office of the company is to be situated;
• 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;
• Other objects
of the company not included above;
The memorandum
of a company limited by shares or by guarantee should also state that the
liability of its members is limited.
• In case of a
company having share capital the memorandum should state the amount of share
capital with which the company is to be registered and the division thereof
into shares of a fixed amount.
• Each
subscriber of the memorandum should write opposite to his name the number of
shares he takes.
The important
items covered by the Articles of Association should include:-
• Powers,
duties, rights and liabilities of Directors
• Powers,
duties, rights and liabilities of members
• Rules for
Meetings of the Company
• Dividends
• Borrowing
powers of the company
• Calls on
shares
• Transfer &
transmission of shares
• Forfeiture of
shares
• Voting powers
of members, etc.
MEMORANDUM OF ASSOCIATION OF ABC LTD.
1. The name of
the Company is ABC Ltd.
2. The
Registered Office of the Company will be situated in the State of
---------------.
3. The objects
for which the Company is established are the following:
MAIN OBJECTS TO
BE PURSUED ON INCORPORATION OF THE COMPANY
1) To carry on
the business of manufacturers, dealers, agents, factors, importers, exporters,
merchants and financiers of all kinds of ---------------------------------.
2) To carry on
the business of manufacturing, buying, selling, exchanging, converting,
altering, importing, exporting, processing, twisting or otherwise handling or
dealing in or using or advising users in the proper use of
---------------------------.
3) To
manufacture or help in the manufacturing of any spare parts, accessories, or
anything or things required and necessary for the above mentioned business.
THE OBJECTS
INCIDENTAL OR ANCILLARY TO THE ATTAINMENT OF MAIN OBJECTS
To do or perform
all or any of the following operations, acts or things which are necessary or
incidental to carry on the above objects:
1) To enter into
agreements and contracts with Indian or foreign individuals, companies or other
organisations for technical, financial or any other assistance for carrying out
all or any of the objects of the Company.
2) To establish
and maintain any agencies in India or any part of the world for the conduct of
the business of the Company or for the sale of any materials for the time being
at the disposal of the Company for sale.
3) To advertise
and adopt means of making known the business activities of the Company or any
articles or goods traded in or dealt with by the Company in any way as may be
expedient including the posting of bills in relation thereto and the issue of
circulars, books, pamphlets and price-lists and the conducting of competitions,
exhibitions and giving of prizes, rewards and donations.
4) To apply for,
purchase or otherwise acquire and protect, prolong and renew trademarks, trade
names, designs, secret processes, patent rights, licenses, protections and
concessions which may appear likely to be advantageous or useful for the
Company and to spend money in experimenting and testing and improving or
seeking to improve any patents, inventions or rights, which the Company may
acquire or propose to acquire or develop.
5) To expend
money on research, experimentation, development, testing, improving or seeking
to improve existing products, patents, rights, etc., in connection with any of
its activities in pursuance of the aforesaid objects and to expend money to
invent, develop, or seek, any new products allied to and in the course of
pursuing the objects as detailed in this clause.
6) To work,
develop, license, sell or otherwise deal with any inventions in which the Company
is interested whether as Owner, Licensee or otherwise, and to make, levy, or
hire any machinery required for making or desirable to be used as machines
included in such inventions.
7) To enter into
partnership or into any arrangement for sharing profits, union of interest,
co-operation, joint venture, reciprocal concession or otherwise with any
person, firm, or company carrying on or engaged in or about to carry on or
engage in any business or transaction which this Company is authorised to carry
on or engage in or any business or undertaking or transaction which may seem
capable of being carried on or conducted so as directly or indirectly to
benefit the Company; and to lend money, to guarantee the contracts of or
otherwise assist any person, firm or Company and to take or otherwise acquire
and hold shares or securities of any such person, firm or company and to sell,
hold, re-issue with or without guarantees or otherwise deal with such shares
and securities.
8) To enter into
any arrangement with any Government or State Authority, Municipal, Local or
otherwise that may seem conducive to the Company’s objects or any of them and
to obtain from any such Government or State Authority, any rights, privileges
and concessions which may seem conducive to the Company’s objects or any of
them.
9) To purchase
or otherwise acquire and undertake the whole or any part of the business
property, rights and liabilities of any person, firm or company carrying on any
business which this Company is authorised to carry on and to purchase, acquire,
apply for, hold, sell and deal in shares, stock, debentures or debenture stock
of any such person, firm or company and to conduct, make or carry into effect
any arrangement in regard to the winding up of the business of any such person,
firm or company.
10) To
construct, acquire, establish, provide, maintain and administer factories,
estates, railways, buildings, water reservoirs, sheds, channels, pumping
installations, generating 60 installations, pipelines, garages, storages and accommodation
of all descriptions in connection with the business of the Company.
11) To apply for
tender, purchase or otherwise acquire any contracts and concessions for or in
relation to the construction, erection, equipment, improvement, managements,
administration or control of works and conveniences and to undertake, execute,
carry out, dispose of or otherwise turn to account the same.
12) To buy,
lease or otherwise acquire lands, buildings and other immovable properties and
to sell, mortgage or hypothecate or otherwise dispose of all or any of the
properties and assets of the Company on such terms and conditions as the
Company may think fit.
13) To
amalgamate with any Company or Companies having objects altogether or in part
similar to those of this Company.
14) To pay all
costs, charges and expenses of and incidental to the formation, promotion,
registration and establishment of the Company and issue of its capital
including any underwriting or other commission, broker’s fee and charges in
connection therewith including costs, charges of negotiations and contracts and
arrangements made prior to and in anticipation of the formation and
incorporation of the Company.
15) To
remunerate or make donations (by cash or other assets or by the allotment of
fully or partly paid shares or by call on shares, debenture stock or securities
of this or any other company or in any other manner) whether out of the
Company’s capital, profits or otherwise to any person or firm or company for
services rendered or to be rendered in introducing any property or business to
the Company or placing or assisting to place or guaranteeing the subscription
of any shares, debentures, debenture-stock or other securities of the Company
or for any other reason which the Company may think proper.
16) To undertake
and execute any trust, the undertaking whereof may seem desirable either
gratuitously or otherwise.
17) To draw,
make, issue, accept and to endorse, discount and negotiate promissory notes,
hundies, bills of exchange, bills of lading, delivery orders, warrants,
warehouse keeper’s certificates and other negotiable or commercial or
mercantile instruments connected with the business of the Company.
18) To open
accounts with any individual, firm or company or with any bank or banks and to
pay into and to withdraw moneys from such account or accounts.
19) Subject to
the provisions of the Companies Act, 1956, to invest, apply for and acquire or
otherwise employ moneys belonging to, entrusted to or at the disposal of the
Company upon securities and shares or without security upon such terms as may
be thought proper and from time to time vary such transactions in such a manner
as the Company may think fit.
20) To lend or
deposit moneys belonging to or entrusted to or at the disposal of the Company
to such person or company and in particular to customers and others having
dealings with the Company with or without security, upon terms as may be
thought proper and guarantee the performance of contracts by such person or
company but not to do the business of banking as defined in the Banking
Regulation Act.
21) To make
advances upon or for the purchase of materials, goods, machinery, stores and
other articles required for the purpose of the Company.
22) To borrow or
raise money with or without security or to receive money on deposit at interest
or otherwise, in such a manner as the Company may think fit and in particular
by the issue of debentures or debenture stock-perpetual or otherwise including
debenture or debenture stock convertible into shares of this or any other
company and in security of any such moneys to be borrowed, raised or received,
to mortgage, pledge or charge the whole or any part of the property, assets or
revenue of the Company present or future, including its uncalled capital and to
purchase, redeem or pay off any such securities.
23) To sell,
mortgage, assign or lease and in any other manner deal with or dispose of the
undertakings or properties of the Company or any part thereof, whether movable
or immovable for such consideration as the Company may think fit and in
particular for shares, debentures or other securities of any other company
having objects altogether or in part similar to those of this Company.
24) To improve,
manage, work, develop, alter, exchange, lease, mortgage, turn to account,
abandon or otherwise deal with all or any part of the properties, rights and
concessions of the Company.
25) To provide
for the welfare of the employees or ex-employees of the Company and the wives,
widows, families or dependants or connections of such persons by building or
contributing to the building of houses, dwellings or by grant of money,
pensions, gratuity, bonus payment towards insurance or other payment or by
creating from time to time, subscribing or contributing to, adding or supporting
provident funds or trusts or conveniences and by providing provident funds or
trusts or conveniences and by providing or subscribing or contributing towards
places of instruction or recreation hospitals and dispensaries, medical and
other attendance and other assistance as the company shall think fit.
26) Subject to
the provisions of the Companies Act, 1956 to subscribe or contribute or
otherwise to assist or to guarantee money to charitable, benevolent, religious,
scientific, national or other institutions or objects or any public, general or
useful objects.
27) To
distribute any of the properties of the company amongst the members in specie
or kind upon the winding up of the Company.
28) To deal in
or engage in the manufacture of materials required for the packing and
preservation and dispatch of finished and unfinished goods, raw materials and
articles required for the Company, or produced by the Company.
4. Liability of
members is limited.
5. The
Authorised share capital of the Company is Rs. --------------------- (Rupees
------------ ------only) consisting of -------------------------
(------------------) equity shares of Rs.10/- (Rupees Ten Only) each and
-------------------------(----------) preference shares of Rs. 10/- (Rupees Ten
Only) each, with power to increase or reduce the capital of the Company and to
divide the shares in the capital for the time being into several classes and to
attach thereto respectively such preferential, deferred, qualified or special
rights, privileges or conditions as may be determined by or in accordance with
the Articles of Association of the Company and to vary, modify, amalgamate or
abrogate any such rights, privileges or conditions in such manner as may be for
the time being be provided by the Articles of Association of the Company.
We, the several
persons, whose names and addresses are subscribed below, are desirous of being
formed into a Company in pursuance of this Memorandum of Association, and we
respectively agree to take the number of shares in the capital of the Company
set opposite to our respective names:
S.No. Name of subscribers Address
|
description and occupation of the subscribers Number of equity shares taken by each subscriber Witness with address
|
description and occupation
|
S.No. Name of subscribers Address
|
description and occupation of the subscribers Number of equity shares taken by each subscriber Witness with address
|
DISCLAIMER: THE ARTICLE IS
BASED ON THE RELEVANT PROVISIONS AND AS PER THE INFORMATION EXISTING AT THE
TIME OF THE PREPARATION. IN NO EVENT I SHALL BE LIABLE FOR ANY DIRECT AND
INDIRECT RESULT FROM THIS ARTICLE. THIS IS ONLY A KNOWLEDGE SHARING INITIATIVE.
THE AUTHOR – CS
DEEPAK SETH (ASSOCIATE PARTNER HELPINGHANDS PROFESSIONALS LLP) AND CAN
BE REACHED AT CONTACTHHPRO@GMAIL.COM OR 9910248911.
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