What is a Memorandum of Association? State the contents of the Memorandum of Association.

The memorandum of association is the charter /constitution of the company. It is the written documents containing the object and power of the company upon which the company is incorporated
and the company cannot go beyond the limitation/contained in the M/A. It cannot change without the consent of the court / Govt. The memorandum shall be:

1. Printed
2. It shall be divided into paragraphs and numbered consecutively, and
3. It shall be signed by each subscribed (giving his address and description) in the presence of at least one witness who shall attest his signature.

Contents of Memorandum of association:-

1. Name clause: The memorandum shall state the name of the company with “limited” as the last word in its name. It signature that the liability of the shareholders is limited. The liability may Limited by shares or by guarantee.

2. Registered office situate clause: After the name the M/A usually state the name of the place where the registered office of the company. The reasons why the place of its registered office is stated in the
M/A

a)  It fixed the domicile of the company and determines jurisdiction of the court with regard to the
company
b) It provides some definite places at which notice and other processes may be served on it.
c) It also determines where the records of the company are to be kept
d) Changes the register office

3. Object clause: The third requirement of the M/A is object clause. It determines:
a) The power of the company and
b) It restricts the power of the company

4. Liability clause: The fourth particular in an M/A is a statement that the company’s liability is limited. In case of a company limited by shares is wound up the members of company will not be liable to contribute more than the amount up paid on their shares But if the number of members is reduced in case of Pvt. Limited co below two and in case of public limited co. below seven and the business carried on more than 6 months thereafter, then the member are personally liable irrespective of limited liability for all debts contracts during the period (U/S 222).

5. Capital clause: The amount of the nominal capital of the company and the number of the shares must be clearly stated in M/A. There is or legal limit to the amount of the capital or of each shares. Alteration of capital clause: may by usually. The article of association contains the power and procedure to alter the capital clause. Otherwise a special resolution has to be passed in a general meeting to alter the A/A in this regard. A notice in this regard shall have to be filed to the registrar within 15 days.