What is memorandum of association ? Explain its clause?
Memorandum of association is the principal document of a company it is considered as the character of the company it contains the power and objective of the company it also describe the scope of operation of the company memorandum of association provides information to outsiders such as creditors suppliers at to know the limitations and scope of a company's dealings it is also known as a doctrine of outdoor management.
memorandum of association contains following clauses
1) Name clause this clause contains the complete name of the company.
2) Situation clause this clause contains the name of the state in which the registered office of the company is to be situated it is necessary because a company gets the registration from the state only.
3) Objects clause it is the most important clause of the memorandum of association it contains the main object of the company and other secondary objective which the company may pursue.
4) Liability clause defines the liability of the members of the company in case of company limited by shares the liability of the member is limited to the extent of unpaid amount of their share capital.
5) Capital clause this clause specifies the amount of share capital with which company is to be registered the capital with which the company is registered is called authorised or nominal capital.
6) Subscription clause this clause contains the declaration by the directors stating that "we the several person whose name and address are submitted are desirous of being formed into a company in accordance with memorandum of association and we undertake to take the qualification shares " this declaration must be signed by all the directors of the company.
What is memorandum of association ? Explain its clause?
Memorandum of Association:
The Memorandum of Association is a legal document that sets out the constitution, objectives, and powers of a company. It is one of the key documents required for the incorporation of a company and is submitted to the Registrar of Companies during the registration process. The memorandum defines the scope and limitations within which a company can operate. It is a crucial document for the company as it provides important information to the shareholders, creditors, and other interested parties.
Key Clauses of Memorandum of Association:
The memorandum is divided into several clauses that outline various aspects of the company's structure, objectives, and powers. Here are the key clauses commonly found in the memorandum of association:
1. Name Clause: This clause states the name of the company. The name should be unique and should not resemble the name of any existing company.
2. Registered Office Clause: This clause specifies the registered office address of the company. It is the official address where all communications and legal documents will be sent.
3. Object Clause: The object clause defines the main objectives and activities of the company. It specifies the business activities that the company is authorized to undertake. Any activity that is not mentioned in this clause is considered outside the scope of the company's operations.
4. Liability Clause: This clause states the liability of the members or shareholders of the company. It can be limited or unlimited. In a limited liability company, the liability of the members is limited to the amount they have invested in the company.
5. Capital Clause: The capital clause outlines the authorized share capital of the company and the division of shares among the shareholders. It specifies the maximum amount of capital that the company can raise.
6. Association Clause: This clause states that the subscribers to the memorandum of association are desirous of forming a company and agree to become members of the company.
7. Subscription Clause: The subscription clause contains the names, addresses, and signatures of the subscribers who agree to take up shares in the company.
8. Alteration Clause: This clause provides the power to alter any clause in the memorandum of association, subject to the provisions of the Companies Act and the approval of the shareholders.
Importance of Memorandum of Association:
The memorandum of association is a vital document for a company as it serves the following purposes:
1. Limits the Company's Powers: The memorandum sets the boundaries within which the company can operate. It restricts the company from engaging in activities beyond its stated objectives.
2. Protection of Shareholders: The memorandum provides protection to the shareholders by ensuring that the company operates within the framework defined in the document. It gives them a clear understanding of the company's activities and objectives.
3. Transparency: The memorandum provides transparency to external parties such as investors, creditors, and regulatory authorities by disclosing the company's objectives and powers.
4. Legal Protection: The memorandum is a legally binding document that can be referred to in case of any disputes or legal proceedings. It provides a basis for the company's actions and decisions.
In conclusion, the memorandum of association is a fundamental document that defines the scope, objectives, and powers of a
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