25th and 26th February 2021
MEMORANDUM OF ASSOCIATION
IMPORTANT SECTIONS
Section 2(56) – does not actually describes MoA
Section 4 – contents of memorandum
Section 7 – Incorporation of Company
Section 10 – MoA binds the company and the members, they cannot act beyond this.
Section 6 – Act to override memorandum
Shruti – will only the part that contravenes the law is void?
Answer - Yes, any provision contained in the memorandum to the extent to which it is
repugnant to the provisions of this Act is void. As far as it can be severed (Doctrine of
severability)
CONTENTS OF MEMORANDUM – SECTION 4
a) the name of the company with the last word “Limited” in the case of a public and
“Private Limited” in the case of a private limited company, exception under section 8;
(checked by Registrar of Company)
 The name should not be identical/resemble too nearly to the name of an
existing
 Is undesirable in the opinion of the Central Government.
 Be such that its use by the company will constitute an offence under any law
for the time being in force.
b) the State in which the registered office of the company is to be situated;
c) Sub clause (c) - Objects of the company for which it has been formed should be
mentioned. Company cannot function outside these objects. Primary as well as
ancillary objects.
d) The liability of members of the company, whether limited (shares/guarantee) or
unlimited.
e) Share capital - the amount of share capital with which the company is registered and
the division thereof into shares of a fixed amount.
25th and 26th February 2021
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the number of shares which the subscribers to the memorandum agree to
subscribe which shall not be less than one share; and
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the number of shares each subscriber to the memorandum intends to take,
indicated opposite his name;
f) One Person Company - the name of the person who, in the event of death of the
subscriber, shall become the member of the company.
Ultra Vires Principle - acts are any acts that lie beyond the authority/objects of a company
to perform. If the company does anything beyond MoA then the company will not be liable,
directors will be.
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Ashbury Railway Carriage & Iron Co. Ltd. v. Riche [1875] L.R. 7 H.L. 653
Lakshmanaswami Mudaliar v. L.I.C. AIR 1963 SC 1185
Bell Houses Limited v. City Wall Properties Limited [1966]
ALTERATION OF MOA
1. Name Clause
 A special resolution is to be passed with the subscribers.
 Approval of the Central government is needed. Exception - in case of a private
company converting to a public company, the approval to delete the word
“private” is not needed.
 Both of this should be submitted to RoC.
 Change of name doesn’t mean a new entity is born. In a suit, the new name
has to be substituted for proceedings.
Listed Companies - SEBI Listing Obligations and Disclosure Requirement (LODR)
applicable to all listed companies in case of name change. Name changed once gap of 1 year
to change it again. Min 50% of revenue should come from the last name.
Is the new activity a prerequisite? Can you change the name on an activity the company is
already carrying out?
Regulation 45, LODR – there has to be a new activity as per the rules.
2. Change of Registered Office
25th and 26th February 2021
 Within local limits of city, town or village only Board Resolution needs to be passed
within 30 days of Board resolution.
 If the change is from one RoC to other within the same state then a Board
Resolution + Special Resolution + Approval of Regional Director is required. INC –
23 (Approval of RD to shift the Registered Office from one ROC to another within
the same State) INC – 28 (Notice of Order of the Court or Tribunal or any other
competent authority) within 60 days from the date of order of Regional Director.
 If the change is from one state to another -Board Resolution + Special Resolution +
Approval of Regional Director is required. Approval of RD to shift the Registered
Office from one state to another at least 1 month after serving notice to creditors and
publication of newspaper advertisement is required. Notice of Order of the Court or
Tribunal or any other competent authority within 30 days from the date of receipt of
order of Regional Director is required.