Memorandum and Articles of Association
Memorandum and Articles of Association
Memorandum of Association
Definition u/s 2 (56) – ‘Memorandum’ means the memorandum of association of the company as originally
framed or as altered from time to time in pursuance of any previous companies law or of this act.
Conditions or clauses of memorandum –
1. Name clause
2. Situation clause / Registered office clause
3. Object clause
4. Liability clause
5. Capital clause
6. Association or subscription clause
Form – Section 4(6) – Memorandum should be in any of the forms prescribed in Schedule I. (Table A,B,C,D,E)
Table A : Company Limited by shares
Table B: Company Limited by Guarantee without share capital
Table C: Company Limited by Guarantee with share capital
Table D: Unlimited company without share capital
Table E: Unlimited company with share capital
Name Clause of Memorandum (Section 4)
“No company shall be registered by a name which, in the opinion of Central Government is undesirable.
Without prejudice to the generality of the foregoing power, a name may be deemed to be undesirable if
it is identical with, or too nearly resembles-
(a) The name by which a company in existence has been previously registered; and
(b) A registered trade mark or a trade mark which is subject of an application for registration.”
Other Prohibitions are as under -
(a) The name of the company shall not be such that its use by the company will constitute an offence
under any law.
(b) The name of a company shall not be such that its use is ‘undesirable’ in the opinion of Central
Government.
(c) A company’s name shall not contain any word or expression which is likely to give any impression
that the company is in connect with or has the patronage (support) of Central or State Government or
local authority or any corporation or body corporate constituted by Central or State Government under
any law.
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, (d) A company shall not be registered by a name, which contains such word or expression as
prescribed under Rule 8 of Companies (Incorporation) Rules 2014, unless previous approval of Central
Government is obtained.
Situation Clause of Memorandum – Section 12
This clause states the name of state in which the registered office of the company is situated. It is
mandatory to maintain a registered office within 15 days of incorporation or actual commencement of
business, whichever is earlier.
It is mandatory to communicate to Registrar of Companies within 15 days of any change.
Importance of Registered office:
1. Books of accounts along with relevant vouchers shall be kept at the registered office.
2. Minutes book of general meeting and board meeting are to be kept at the registered office.
3. The instruments creating charge and the register of charges are required to be kept at the
registered office.
4. The register of members and debenture holders and copies of annual returns are to be kept at
the registered office.
5. The jurisdiction of court is decided on the basis of location of registered office of the company.
6. Any document required to be served on a company is to be sent at the registered office of the
company.
7. The annual general meeting is held either at the registered office of the company or in the city,
town or village in which the registered office is situated.
8. Requisition for calling the extraordinary general meeting and requisition for circulation of
members resolution are required to be deposited at the registered office of the company
(section 100 & 111 of 2013 act).
Object Clause of Memorandum – Object clause must be divided into-
(A) Main objects, incidental objects & ancillary objects
(B) Other objects
Liability clause of Memorandum (Section 12 & 13) – Liability clause is not mandatory for every company.
Only a limited liability company must have a liability clause.
Nature of Limitation of Liabilitym
Sl No Nature of Company Nature of requirement and limitation of liability
01 Company limited by The memorandum must state the fact that the liability of
shares members is limited by shares.
02 Company limited by The memorandum must state the amount that each member
Guarantee shall be liable to pay in the event of winding up of the company.
03 Company limited by The memorandum must state that-
guarantee and (a) The fact that the liability of members is limited by
having share capital shares, and
(b) The amount that each member shall be liable to
pay in the event of winding up of company.
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Memorandum and Articles of Association
Memorandum of Association
Definition u/s 2 (56) – ‘Memorandum’ means the memorandum of association of the company as originally
framed or as altered from time to time in pursuance of any previous companies law or of this act.
Conditions or clauses of memorandum –
1. Name clause
2. Situation clause / Registered office clause
3. Object clause
4. Liability clause
5. Capital clause
6. Association or subscription clause
Form – Section 4(6) – Memorandum should be in any of the forms prescribed in Schedule I. (Table A,B,C,D,E)
Table A : Company Limited by shares
Table B: Company Limited by Guarantee without share capital
Table C: Company Limited by Guarantee with share capital
Table D: Unlimited company without share capital
Table E: Unlimited company with share capital
Name Clause of Memorandum (Section 4)
“No company shall be registered by a name which, in the opinion of Central Government is undesirable.
Without prejudice to the generality of the foregoing power, a name may be deemed to be undesirable if
it is identical with, or too nearly resembles-
(a) The name by which a company in existence has been previously registered; and
(b) A registered trade mark or a trade mark which is subject of an application for registration.”
Other Prohibitions are as under -
(a) The name of the company shall not be such that its use by the company will constitute an offence
under any law.
(b) The name of a company shall not be such that its use is ‘undesirable’ in the opinion of Central
Government.
(c) A company’s name shall not contain any word or expression which is likely to give any impression
that the company is in connect with or has the patronage (support) of Central or State Government or
local authority or any corporation or body corporate constituted by Central or State Government under
any law.
1
, (d) A company shall not be registered by a name, which contains such word or expression as
prescribed under Rule 8 of Companies (Incorporation) Rules 2014, unless previous approval of Central
Government is obtained.
Situation Clause of Memorandum – Section 12
This clause states the name of state in which the registered office of the company is situated. It is
mandatory to maintain a registered office within 15 days of incorporation or actual commencement of
business, whichever is earlier.
It is mandatory to communicate to Registrar of Companies within 15 days of any change.
Importance of Registered office:
1. Books of accounts along with relevant vouchers shall be kept at the registered office.
2. Minutes book of general meeting and board meeting are to be kept at the registered office.
3. The instruments creating charge and the register of charges are required to be kept at the
registered office.
4. The register of members and debenture holders and copies of annual returns are to be kept at
the registered office.
5. The jurisdiction of court is decided on the basis of location of registered office of the company.
6. Any document required to be served on a company is to be sent at the registered office of the
company.
7. The annual general meeting is held either at the registered office of the company or in the city,
town or village in which the registered office is situated.
8. Requisition for calling the extraordinary general meeting and requisition for circulation of
members resolution are required to be deposited at the registered office of the company
(section 100 & 111 of 2013 act).
Object Clause of Memorandum – Object clause must be divided into-
(A) Main objects, incidental objects & ancillary objects
(B) Other objects
Liability clause of Memorandum (Section 12 & 13) – Liability clause is not mandatory for every company.
Only a limited liability company must have a liability clause.
Nature of Limitation of Liabilitym
Sl No Nature of Company Nature of requirement and limitation of liability
01 Company limited by The memorandum must state the fact that the liability of
shares members is limited by shares.
02 Company limited by The memorandum must state the amount that each member
Guarantee shall be liable to pay in the event of winding up of the company.
03 Company limited by The memorandum must state that-
guarantee and (a) The fact that the liability of members is limited by
having share capital shares, and
(b) The amount that each member shall be liable to
pay in the event of winding up of company.
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