The Central Government shall ensure that the applicant company either obtains consent of objecting creditors or satisfies debt or secures the debt of objecting creditors. For the purpose of carrying on some business, which may be conveniently or advantageously combined with the existing business. Every business run on finance and share capital is base finance; hence Finance is life blood of a company. There should be a conversion of a company from one kind to another, either from private one to a public or vice versa. As a result, the change has no effect on subscription clause.
As there can be no present transfer in favor of an unborn person and as no property can be allowed to remain in abeyance without an owner, it follows that the estate must rest in some living person or persons between the date of transfer and the time of the coming into existence of the unborn person. Defined in Section 2 56 Section 2 5 Type of Information contained Powers and objects of the company. Conclusion: To conclude I can say, that the object clause is the most important part of the memorandum of association. No representation or warranty express or implied is given as to the accuracy or completeness of the information contained in this publication, and, to the extent permitted by law, Breakthrough Attorneys , its members, employees and agents do not accept or assume any liability, responsibility or duty of care for any consequences of you or anyone else acting, or refraining to act, in reliance on the information contained in this publication or for any decision based on it. It may be noted that for second or subsequent contravention of the provision of this section, if made within a period of three years, then the company as well as its officerÂ who is in default shall be punishable under section 451 with twice the amount of fine. They are framed with the object of carrying out the aims and objects as set out in the Memorandum of Association. No alteration of object clause of Memorandum of Association shall have any effect until it has been registered in accordance with the provisions of this section.
This determines the jurisdiction of the Court and indicates the domicile and nationality of the company. All clauses of Memorandum except Capital clause can be altered by following the provisions of Section 13 of Companies Act, 2013 by passing special resolution. General meetings, voting rights of the members, and proxies. The alteration should be made in all the Articles issued thereafter. Within 30 days of receipt of order of the Central Government approving the alteration of registered office clause of memorandum of association, the Company shall file file the certified true copy of the order in Form no. This article gives a brief idea on aspects relating to articles of association and its alteration procedure. The purpose of the Memorandum is to enable the shareholders, creditors and those who deal with the company to know what is its permitted range of enterprise.
The Registrar of Companies shall register the same. After the articles are registered, they not only constitute a contract between the association or company on the one hand and its members on the other, but also they constitute a contract between the members inter se- Shiv Omkar Maheshwari vs Bansidhar Jagannath, 1957. Limitation on Alteration of Memorandum: In case of a company limited by guarantee and not having a share capital, any alteration of the memorandum proposing to give any non — member a right to participate in divisible profits of the company shall void. A company subject to the provision of the Ordinance, may by Special resolution, alter the conditions contained in its memorandum so as to: d. In the case of company limited by guarantee the members are liable to the amount undertaken to be contributed by them to the assets of the company in the event of its winding up. The articles of association merely govern the internal management, business or administration of a company. Who to chairman the meeting 5.
The Central Government will confirm the alteration if the Registrar, creditors, members and others interested in the company do not object it. However, in case of alteration of authorised share capital as stated in e above , consent of members by way of ordinary resolution as stated in section 61 is required. Company bound to its members 3. General Change of the Name The name of the company can be altered at any time. Any person who deals with the company like shareholders, creditors, investors, etc. The Liability of Shareholders — The Liability Clause: This clause of Memorandum of Association has to state the nature of liability that the members incur. In case a company has been registered with a name which resembles a name of an existing company, the Central Government may ask it to change its name.
Alteration of subscription clause in Memorandum of Association The company can alter is subscription clause to make the liability of the directors appointed subsequent to the alteration as unlimited. This may be done when a company seeks to alter its objects contained in its memorandum or when the company is converted from private to public and vice versa. A copy of the special resolution should be filed with the Registrar within 30 days of its passing. Pass special resolution for alteration of Object clause of Memorandum of Association by means of Postal Ballot only Pl. If the shares held by a member of the company are fully paid-up, his liability in the debts of the company will be nil. Companies Which Must Have Articles Section 26 The following companies must have their own articles, namely 1. Members bound to members The articles bind the members inter se, i.
Lord Cairns in the leading case of Ashbury Railway Carriage Co. Both company and every officer who is in default may apply for compounding for violation of section 12. Is it means all alteration of articles shall have retrospective effect since date of incorporation of the company? He is young and energetic Practicing Company Secretary with a zeal to dig deep into the nuances of Corporate Laws. This Special Resolution - Alteration to Articles of Association is in open format. His liability for the unexpired period of the present term can be made unlimited only if he gives his consent to his liability becoming unlimited. For The Alteration Of The Conditions In The Memorandum Of Association A Rigid Procedure Is To Be Followed And Strict Compliance Of The Procedure Is Demanded By Law. Shorter Notice Consent Letters from the members in case the General Meeting was convened at shorter notice.
We shall focus on alteration of name and object clause which features most in practice. But in relation to articles, neither a company nor its members are bound to outsiders. Table A may, if desired by the person s forming the company, be incorporated by reference in whole or in part into the company's own articles, thereby reducing the length of the document to be prepared. Change of Registered Office in the same Town or Village A mere resolution of the Board of Directors is enough for the change. Section 27 provides that the regulations with respect to the aforesaid companies should provide for the following:- 1. Alteration of the Capital Clause of MoA The capital clause of a company can be altered for any one of the following purposes: 1.
Article shared by : After reading this article you will learn about:- 1. Memorandum of Association of a company limited by guarantee and not having a share capital. Stating the objects of the company in the Memorandum of Association is not a mere legal technicality but is a necessity of great practical importance. The following procedure should be followed. This is based on the general rule of law that a stranger to a contract cannot acquire any rights under the contract.