Memorandum of Association Meaning Notes
meaning and Definition of Memorandum of Association
This is the statutory and important document of the company in which the purpose, scope of work, rights and limitations of the company are mentioned. It is also called the constitution of the company or the foundation of company formation. It is a charter of the company. Every company has to compulsorily prepare and file it with the registrar.
As per Section 2 (56) of the Indian Companies Act 2013- “Councilor Seamanium” means a Councilor Seamanium of a company which was originally formed or changed from time to time in accordance with any previous Company Laws or the present Act. .
According to Judge Charlesworth, “Councilor Seamanium is the Charter (Charter) of the company which defines the limits of its rights.”
Major content of Council Limitation Rules
(Main Contents of Memorandum of Association)
According to Section 4 of the Indian Companies Act 2013, the following points are mentioned in the Councilor Seamanium
(1) Name Clause – This sentence contains the name of the company. The following precautions should be taken while choosing the name. The name should not be undesirable in the eyes of the central government. No company can use the words Crown (Crown), Imperial, Roral, Chartered etc. with their name without the permission of the Central Government. The name should not be similar to or similar to the name of any existing company whose Companies Act / 28 has to be registered earlier. Every public company must invariably use the words ‘private limited’ in front of the name of ‘limited private company’. The name should be related to the nature of the company’s business.
(2) Domicile Clane Registered Office Clause – In this sentence, the company has to write the name of the state in which the company’s registered office is located or will be established. The jurisdiction of the company is determined only by the position of the office. The register and all other records of the members are kept in the company head office.
(3) Object Clause – In this sentence, a complete description of the other objectives of the main objective of the company varies, which limits the scope of its work area. The risk of the members of the company and the safety of the outsider depends on the company’s objective sentence.
According to the Companies (Amended) Act, 2013, the objectives of the amalgamated companies should be divided into three parts –
Main objectives: The main objectives and clear objectives of the company which are formed from the main objectives. Are included. For which the company has been set up. “
(ii) Other objectives include those objectives which are not included in the main objectives but the company hopes to start working on their needs in future to achieve them.
(iii) Objective sentence of non-trading company- In the objective sentence of the non-trading company, the names of the states where the company wants to work for its purpose.
(4) Liability Clause – This sentence refers to the limits of liability of the members of the company. In the Council Limitation Rule of companies limited by shares or guarantees, it is mentioned that the liability of shareholders is limited. The liability of the members of the company limited by shares is limited to the value of the shares purchased by them or the amount unpaid on their shares. The liability of the members of the company limited by the guarantee would be limited to the extent of the guarantee given by them (only in the case of winding up of the company).
(5) Capital Clause – This sentence contains the capital details of the company. In the case of a company with share capital, it should also be written in the councilor’s limit that how much of the company’s authorized capital will be and how much of it will be divided into what types of shares?
(6) Union sentence or signature sentence or description statement of members – This is the last sentence of Councilor Seemanium. This sentence is also called a declaration sentence because in this sentence the person signing the Councilor Seamanium declares that they want to form their organization as a company and take the number mentioned in front of their name and pay them Accept to do. The signatures of these individuals should also be certified by Councilor, Councilor Border Rules and Councilor Articles / 299.
The signature of a public company border must be signed by at least seven persons and the private company border must be signed by at least two persons and each signature must be certified by at least one witness.
bcom 2nd year memorandum of association in hindi
Changes in Councilor Border Rules
(Alteration in the Memorandum of Association)
Councilor Seamanium is an important document of the company, so it cannot be easily changed. To change these, many formalities and rules have to be followed. The methods of changing its various sentences are as follows
(Alteration of Name Clause)
Any company can change its name by passing a special resolution and taking the permission of the central government. The notice of such change should be given to the Registrar of Companies with a copy of the special proposal within 15 days of the change. The registrar, upon receiving this information, marks the new name of the company in its register and will issue a new amalgamation certificate with the new name. Only then will the new name of the company become influential. If a public company wants to add or remove the word ‘private’ in its name due to its conversion to a private company and a private company as a public company, it is not necessary to obtain the permission of the Central Government in such a situation. If the company is accidentally registered with the registered name or similar name of an existing company, it can change its name only after passing a simple resolution after the permission of the Central Government. bcom 2nd
This sentence can also be changed in the following three ways (i) From one place to another place in the same city. (ii) From one city to another city of the same state. Only giving information, special resolution passes and registrars will go to the registrars of their states and (iii) from one state to another city of another state. In the first circumstance, the registrar received only Rs. Is enough. In the second case, a special in the broad gathering of shareholders. By doing this, a copy will have to be sent to the registrars within 30 days and the state will note the new address here. In the third situation, notice of change should be sent to both the states (the state from which the office is being moved to another state). The registrar of the state from where the office is transferred, all the forms related to that company for the other state. Will send It is also necessary to take permission for this type of change.
Alteration of Object Clause – A work can change its objective sentence only with the following objectives… (i) To run the business more economically and efficiently.
To achieve its original purpose by new or developed means.
To increase or change the local area of business.
To run any business that can run in a convenient and profitable manner under the present circumstances with the objectives set out in the Councilor Seamanium.
To ban or abandon any purpose specified in Councilor Seamanium.
To sell the entire business or part of it, to integrate with any other company or amalgamated entity. The following method will be adopted to change the objective sentence
(1) Firstly a special resolution to this effect should be passed.
(2) The change should assure the Registrar of the company about the security of the interests of the creditors and all other persons whose interests may be affected by this change. The court may confirm the entirety or partiality of the change or with any amendments. On receipt of the confirmation permission, the registrar will be registered. Within 3 months of receipt of confirmation from the Registry Court. If this period passes, all the proceedings will have to be renewed.
(4) If the liability of the members of the Alteration of Liabities Clause is limited, then it is not unlimited under the Companies Act if the company can go. But according to the Companies Act, if there is a provision in the articles, then by passing a special resolution, the liability of the directors or managing agents, secretaries, treasurer or manager can be unlimited.
A company with unlimited liability can change its registration under the company legislation and register itself.
(5) Alteration of Capital Clause… A company can change its share capital in any of the following conditions.
(i) By increasing the share capital, it can increase the general population or its capital in its extensive assembly at 3 percent this meter. Its information is not provided, after 9, the pass should be sent.
(ii) Getting the loss of share capital into the Annani also makes the work pass a special resolution, and the companylaw note can decrease the responsibility.
(6) Reconstitution of share capital – D can be converted into (a) converted into fully paid shares (b) by converting stock into full-day organs. (C) Aircraft car of Pallo cum Mall as determined by Seamanium. (D) Lives of value in excess of the value fixed by the Seamanium. The registration of the company is done by converting it into the company regulations. bcom 2nd year memorandum of association in hindi
Meaning of Articles of Association
By Council Council, the intention of the company is the rules and regulations made for the smooth running of the management system. According to Ananya, the entire internal management of Kamani, Vashya Councilor, Hare and Antaniyam is the second important article of Kamani, it is presented near the time of doing it. It is not necessary for the Council to produce the supporting documents of the Seamania for each supporting document, but the earrings which follow it are given in the Schedule (TableA) in the New Kanak Fear Less Act 1956. According to Section 2 (5) of the Companies Act 2013, Urania now has an article which has been made or changed from time to time in the previous Companies Act from this Act. The Council of Department of Company Affairs is a member of the council to enter and contract its members, which shows the mutual rights of the members under the contract. ‘
bcom 2nd year memorandum of association in hindi
Is it necessary for every company to prepare a councilor?
(Is it necessary for every company to prepare Artides of Associatico)
It is compulsory to make and register the contents at the time of the company amalgamation, different provisions have not been given in the rule, for this different types of companies have been introduced in the Act which are
(1) In the case of a public company limited by shares, it is not necessary for a public company limited by shares to send its memorandum to the registrar at the time of amalgamation. If she does not register her articles, in such a situation, she is required to write her articles as given in Table ‘A’ of the First Schedule of the Companies Act, in such a case, she has to write the registered words of the articles above her limit rule.
(2) In the case of a private company limited by shares – a private company limited by shares must register its councilor’s contents with its councilor seamanium and it should be signed by the same persons who have signed the councilor’s boundary.
(3) In the case of a company limited by the guarantee – The company limited by the guarantee is also required to register the councilor with its councilor seamanium.
(4) In the case of a company with unlimited liability – For a company with unlimited liability, it is necessary that along with its Councilor Seamanium, it should also register its Council of Contemporary and it should be signed by the same people who signed the Councilor Seamanium. Were done
bcom 2nd year memorandum of association in hindi
The main contents of the Council’s contents
(Main Contents of Articles of Association)
All those things which are given in Table ‘A’ are usually found in a Council of Contents. The following things are often written in Council Council
(1) To what extent does table A ‘apply’?
(2) The total amount of share capital and its division into different types of shares.
(3) Minimum Subscription (4) Solicitation of shares and solicitation method.
(5) Method of allocation of fractions.
(6) Method of issuing share certificate.
(7) The method of abduction and regrouping of components.
(8) The method of transfer of shares.
(9) How much time should be between the two petitions.
(10) The method of restructuring the share capital.
(11) Method of confirmation of initial contracts.
(12) Right to borrow and method of taking loan. (13) The method of payment of commission of underwriters.
(14) Method of organizing meetings and giving information to members.
(15) Rules related to proposals.
(16) Members’ franchise. If done, the company can verify such works.
(ii) If the operator has made any contract on behalf of the company to the extent of its rights, then the company is responsible for it as an employer.
(iii) If the operator makes an agreement for the company in his / her name, then in such a situation the third party can make a case on the operator or on the company or both, because in such a situation the position of the company is like that of a manifest employer.
(2) As Director Trustee or Trustee (Directors as Trustees) – The Director is the agent as well as the Trustee of the company. As a practitioner, it is the duty of the operators to work with full goodwill and honesty and not be affected by any personal interest. Thus, operators have a reliable relationship with the company. He is an ascetic of the wealth and property of the company but he is not an ascetic for the shareholders, creditors, creditors and other parties of the company.
(3) Directors as managing partners. Operators are also called managing partners of the company as they are managing and controlling the company and on the other hand are also important shareholders of the company. They are both managers and partners.
(4) As Directors as Officers, Directors are considered as officers of the company as per Section 2 (30) of the Companies Act.
(5) As an employee of an operating company (Director as an Employee of the Company) – There is an agreement between the operator and the company regarding their appointment on the basis of which the operators dedicate their services to the company for a certain time. And in return they receive remuneration from the company. Thus the operator can be considered an employee of the company. bcom 2nd year memorandum of association in hindi
(Powers of Directors)
The rights of operators can be divided into two parts-
(1) General Rights, (2) Special Rights. Their detailed discussion is as follows
(1) General Powers – According to Section 291 of the Companies Act, the operators of the company can exercise all those rights and do all the work that a company can do. Operators should take into account the restrictions imposed by the Companies Act, Councilor Seamanium and Articles in this regard while exercising their rights.
(2) Special Powers – The following rights can be exercised by the operators only after passing the resolution in the meetings of the operators –
(i) suddenly filling in the blanks; (ii) right to seek petitions from shareholders; (iii) the right to issue debentures; (iv) the right to borrow in any other form; (v) Right to appropriate company funds: (vi) Right to process certain things; (vii) Right to appoint Managing Director and (viii) Right to appoint Manager. (ix) To do company business under certain arrangements.
bcom 2nd year memorandum of association in hindi
Central government appoints directors
(Appointment of Directors by Central Government)
The Central Government may appoint directors in a company by order of the Company Legislature. Following are the revised provisions in this regard –
(1) For the protection of the interests of the company or shareholders or the public, the Central Government may appoint directors or directors in any company on the orders of the Company Legislature to protect the interests of the company or shareholders or the public.
(2) Conditions of the order of the Company Legislature – The Company Legislature shall order the Central Government to appoint directors or directors in a company only when,
(i) The Central Government has referred to it as a matter of injustice, or
(ii) an application has been submitted by at least 100 members of the company;
(iii) An application is submitted by the members holding rights on 1/10 or more of the total franchise. bcom 2nd year memorandum of association in hindi
(3) Order on satisfaction The Company Legislature will examine the things given in the application before making such order and when it is satisfied that the company is preventing the actions being done against the injustice or public interest of the member or members. If the appointment of operators is necessary, then it will issue the order of appointment.
(4) The number of directors can be appointed by the Central Government by the order of the Company Legislature, the number of directors, not more. (5) To order the appointment of additional directors, to effectively protect the company or its shareholders or public interest until the prescribed number of new directors are appointed in the company as per the order of the company legislature. According to the order of the Legislature, the Central Government can appoint additional directors.
(6) Not taking leave of merit or retiring from the shift – The rules appointed by the Central Government shall not apply to the merit holders or retiring from the shift.
(7) Maximum tenure of 3 years The tenure of directors appointed by the Central Government under the order of the company legislatures shall not exceed three years. 180 Prohibition on change in formation of board of directors – Under this section, after the appointment of additional directors of the directors till their tenure, no change in the operations of the company will be effective unless it is approved by the Company Legislature. Go
(9) To issue instructions by the Central Government, unless there is anything else against it in the said Act or any other Act, when the Central Government appoints directors or additional directors in a company, it shall give them in the affairs of the company May give such directions as may be necessary or appropriate from his point of view.
(10) The number of directors appointed by the central government shall not be counted in the number of directors appointed by the central government or 2/3 of the directors appointed by the company or other ratio.
(11) The right to remove and appoint directors: The Central Government has the right to remove the directors or additional directors appointed by it and to appoint new directors in their place. But their tenure will be the same as that of earlier operators.
(12) Occasional Report The Central Government may, from time to time, report on the activities of the Company among the directors appointed by it.
bcom 2nd year memorandum of association in hindi
Resignation or vacancy of operators
(Vacation of Directors)
According to Section 168, the post of an operator becomes vacant in the following conditions after his appointment-
(1) Not to take the qualification portion – If an operator does not take the qualification portion within the prescribed 2 months period after the appointment or at any other time, the owner of the merit shares on the merit shares is left or he / she remains the owner of the merit share below the prescribed limit.
(2) Unhealthy brain – If he is found to be of unhealthy brain by a competent court or declared insane.
(3) Application for bankruptcy – If he has submitted the application for bankruptcy in the court.
(4) To be declared insolvent — if it has been declared insolvent by the court. (5) Convicted of moral offense – If he has been convicted of moral offense by an Indian or foreign court and has been sentenced to a minimum of 6 months.
(6) Non-payment of the solicitation amount – If he is unable to pay the solicitation amount even within 6 months of the last date of payment. This rule will not be applicable if the Central Government removes the disqualification arising out of this error by giving a notification by the Gazette.
(7) To be absent in three consecutive meetings – He remains un-organized from three consecutive meetings of the governing board or from the meetings held in three months, whichever is longer, without permission from the governing board.
(8) To take loan from the company – if it is for the benefit of itself any other person or any firm in which it is a partner or a private company in which it is the operator, without obtaining the permission of the Central Government, any loan or guarantee for the loan from the company. Accepts.
(9) Not to show interest in the contract if it is done or done by the company. Does not express his interest in any contract.
(10) To be disqualified by the court — for fraudulent acts if the court disqualifies him for the post of director.
(11) On termination of the post- If his appointment as Director was due to any post or other employment in the company, then later his post of operator becomes vacant on the termination of that post or employment. In the case of numbers 4, 5 and 10 mentioned above, the post of Director will not be vacated immediately and will be considered vacant 30 days after the declaration of bankruptcy, punishment or court order. In other words, in these three situations, the system of vacating the operator’s position is effective after 30 days.
(12) Other conditions – In some other conditions also the position of the operator is considered empty. Eg- (i) On return of the sewage operator- The location of an alternate operator becomes vacant when the original operator returns to the state where the board of directors held meetings.
(ii) On assuming the post of profit, the position of an operator is considered vacant even when after passing a special resolution, without obtaining the consent, he assumes the position of a profit in that company or its subsidiary company.
(ii) Vacancy of Additional Director is vacant. The appointment of additional directors is only for the next comprehensive meeting. After this, their place is automatically cleared.