Memorandum of Association

Memorandum Of
Association
Done by:
Shardul Chaturvedi (7)
Yash Chauhan (8)
Karan Chhajed (9)
Yashvi Chitalia (10)
Nikhil Doshi (11)
Tarun Duseja (12)
Introduction
 Memorandum is the document that governs the relationship
between the company and the outside.

 It is one of the documents required to incorporate a company in
India under the COMPANIES ACT, 1956.

 A Memorandum is required to state the :
 Name of the company
 Type of company (such as public limited company or private company limited by

shares)
 Objects of the company
 Authorized share capital
 Subscribers (the original shareholders of the company)

Importance of Memorandum of Association:
A Company cannot be registered without filing this document

The limits or boundaries of the Company are determined by the
memorandum

Informs the object of the business

Informs the name, address, and capital of the company

The provisions of the document cannot be altered without
adopting a special resolution.
Characteristics
 The Memorandum of Association is the basic document of the company. It is
called the Charter of the company. The superstructure of the company is based
on it.

 It is the constitution of the company as it defines its limitations and spheres of
activities.

 It cannot be altered by the company accept by fulfilling the conditions laid
down in the companies act and for specific activities and situations.

 It defines scope of company’s activities and all acts beyond its scope are
ultravires.

 It is a public document and is open to all those who deal with the company.

 It defines company’s relation to outside individual and its activities in relation
to them.
Legal requirements of MOA
As per section 15 the memorandum shall –
be printed
be divided into paragraphs numbered consecutively,
and
be signed by each subscriber (who shall add his
address, description and occupation, if any) in the,
presence of at least one witness who shall attest the
signature and shall likewise add his address,
description and occupation, if any.
Subject Matter Of MOA
Section 13 of companies act prescribes contents of MOA. There are many
clauses related to the memorandum of association. Some of them are as
follows:
1. Name Clause:
 Name of the company is to be stated
 Name adopted by the company should not be identical to the name of any
existing company
 Every private company should have Private Limited as its last words and Public
limited shall have its name ending with Limited
2. Situation Clause:
 it describes the different situations.
 company must have a registered office at which all the communications and
notices are to be addressed
 memorandum will only state the name of the province where office is situated
and not the address where office is situated.
3. Object Clause:
 It specifies the activities which a company can carry on and which activities it
cannot carry on.
 This clause must specify:-
 Main objects of the company to be pursued by the company on its incorporation
 Objects incidental or ancillary to the attainment of the main objects
 Other objects of the company not included in (i) and (ii) above.
4. Liability Clause:
 This clause of memorandum contains the declaration that the liability of the shareholders
is limited to the extent of the value of shares held by them.
 The effect of this clause is that in a company limited by shares, no member can be called
upon to pay more than the uncalled amount on his shares.
 If his shares are already fully paid up, he has no liability towards the company.
5. Capital Clause:
 This clause is required to specify the amount of share capital with which the company
proposes to be registered
 This amount of capital should be divided into shares of fixed amount
 A company cannot issue share capital greater than the maximum amount of share
capital mentioned in this clause without altering the memorandum.
6. Subscription Clauses:
 This clause contains a declaration by the persons for subscribing to the Memorandum
that they desire to form into a company and agree to take the shares place against their
respective name must be given by the promoters.
Case law
Ashbury Railway Carriage And Iron Co Ltd V Riche
 Objects set out in the company's memorandum were

"to make and sell, or lend on hire, railway carriages and wagons, and all kinds of
railway plant, fittings, machinery and rolling stock; to carry on the business of
mechanical engineers and general contractors; to purchase, lease, work and sell mines,
minerals, land and buildings; to purchase and sell as merchants, timber, coal, metals,
or other materials, and to buy any such materials on commission or as agents.“
 The directors purchased a concession for making a railway in Belgium and

contracted with Riche to construct the line.
 The construction of a railway, as distinct from rolling stock, was ultra vires.
Therefore Riche's action for breach of the alleged contract failed as it was
void.
Case Law
Exxon Corporation V Exxon Insurance Consultants International Ltd
This case is authority for the fact that typically there is no copyright in a name -
invented or otherwise - and that a trade mark can only be infringed when there
the infringing party shares part of the market segment.
 Exxon Corporation argued that there was a copyright over the word "Exxon" .
 Significant investment into creating the name it was an "original literary work”.
 The Court found that the name Exxon, while a trade mark, is only a word and
cannot be copyrighted.
 Defendants who work in a field that in no way shares a market segment with
the plaintiff in no way dilutes the plaintiff's brand name nor infringe on its
trade mark.
THANK YOU

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Memorandum Of

between the company and the outside.

India under the COMPANIES ACT, 1956.

 Type of company (such as public limited company or private company limited by

 Authorized share capital

 Subscribers (the original shareholders of the company)

 Objects set out in the company's memorandum were

 The directors purchased a concession for making a railway in Belgium and

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