SECTION
25 COMPANY – MEMORANDUM AND ARTICLES OF ASSOCIATION
Specimen
format of Memorandum of Association and Articles of Association of Section 25
company
MEMORANDUM
OF ASSOCIATION
1. The
name of the company is "______________________".
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
doing of all such other lawful things as are incidental or conducive to the attainment
of the above objects:
Provided
that the company shall not support with its funds, or endeavour, to impose on,
or
procure
to be observed by, its members or others, any regulation or restriction which,
if an object of the company, would make it a trade union.
4. The
objects of the company extend to the __________________________________
___________________________________________________________________
[Here
enter the name of the State or States, and country or countries]
5. (1)
The income and property of the company, whatsoever derived shall be applied
solely for the promotion of its objects as set forth in this memorandum.
(2) No
portion of the income or property aforesaid shall be paid or transferred,
directly or
indirectly,
by way of dividend, bonus or otherwise by way of profit to persons, who at any
time are, or have been members, of the company or to any one or more of them or
to any persons claiming through any one or more of them.
(3)
Except with the previous approval of the Central Government, no remuneration,
or other
benefit
in money or money’s worth shall be given by the company to any of its members,
whether
officers or servants of the company or not, except payment or out of
pocket expenses, reasonable and proper
interest on money lent, or reasonable and proper rent on premises let to the
company.
(4)
Except with the previous approval of the Central Government no member shall be
appointed to any office under the company which is remunerated by salary, fees
or in any other manner not exempted by sub-clause (3).
(5)
Nothing in this clause shall prevent the payment by the company in good faith
of reasonable remuneration to any of its officers or servants (not being
members) or to any other person (not being a member), in return for any services
actually rendered to the company.
6. No
alteration shall be made to this memorandum of association or to the articles
of association of the company which are for the time being in force, unless the
alteration has been previously submitted to and approved by the Regional
Director.
7. The
liability of the members is limited.
8. (For
companies limited by guarantee).
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 afterwards, for payment of the debts or
liabilities
of the company contracted before he ceases to be a member 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
sum of Rs. ____
(For
companies limited by shares)
The
share capital of the company will consist of Rs. ____________________ divided
into
______________
shares of ________________ rupees each.
9. True
accounts shall be kept of all sums of money received and expended by the
company and the matters in respect of which such receipts and expenditure take
place, and of the property, credits and liabilities of the company; and subject
to any reasonable restrictions as to the time and manner of inspecting the same
that may be imposed in accordance with the regulations of the company for the
time being in force the accounts shall be open to the inspection of the
members.
Once at
least in every year, the accounts of the company shall be examined and the
correctness of the balance sheet and the income and expenditure account
ascertained by one or more properly qualified auditor or auditors.
10. If
upon a winding-up or dissolution of the company, there remains, after the
satisfaction of all the debts and liabilities, any property whatsoever, the
same shall not be distributed amongst the members of the company but shall be
given or transferred to such other company having objects similar to the
objects of this company, to be determined by the members of the company at or
before the time of dissolution or in default thereof by the High Court of
Judicature that has or may acquire jurisdiction in the matter.
11. We,
the several persons whose names, addresses, descriptions and occupations are
hereunto subscribed are desirous of being formed into a company not for profit,
in pursuance of this Memorandum of Association. Names, addresses, descriptions
and occupations of subscribers:
1.
_________________________ of _________________________ *
2.
_________________________ of _________________________ *
3.
_________________________ of _________________________ *
4.
_________________________ of _________________________ *
5.
_________________________ of _________________________ *
6.
_________________________ of _________________________ *
7.
_________________________ of _________________________ *
Dated
this ___________ day of __________ 19____
Witnesses
to the above signatures of
*If the
association is a company limited by shares, here enter "number of shares"
taken by each
subscriber.
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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