It determines the area of operation of the company: It lays down the activities to be undertaken by the company. Therefore, alterations resulting in additional liability on a member cannot be made except with the written consent of the member concerned. But it is enough to mention in the Memorandum the name of the State in which the registered office is to be situated. That, however, led to a number of difficulties in the working of the companies. In order to submit a comment to this post, please write this code along with your comment: 0242fb3c2400a260b640ffd55d895798. Consequently, a provision had to be made in the Act itself for altering it in certain cases. Then Leave of absence is Granted or Not.
Alteration of an objective clause: The object clause can be changed by passing a special resolution and by getting the permission of the company law board. The change is necessary to allow the company to carry on as the business more economically or effectively. Obligatory Yes, for all companies. The proposed alteration should not contravene the provisions of the Companies Act. Alteration of the Name Clause in MoA The procedure to be followed in regard to the change of the name under different circumstances is as follows. According to section 12 of the act, at least seven persons are required to sign the memorandum in the case of a public company, and at least two persons in the case of a private company. Directors, their appointment, powers, duties etc.
The company is incorporated only for such objects which are given in the Memorandum. It is a document which sets out the constitution of the company and is really the foundation on which the structure of the company is based. However, such variation can be made only if provision with respect to such variation is contained in the memorandum or articles of the company. 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. Any default in complying with the direction by the Government, render the company and its officers in default liable for punishment with fine which may extend to Rs.
Companies Act 2013 ca final corporate and allied laws ca final corporate and allied laws amendments for nov 2015 ca final corporate and allied laws books ca final corporate and allied laws notes ca final allied law notes ca final allied law notes pdf ca final allied law notes download ca final corporate allied laws notes ca final company laws notes notes of company law notes of company law 2013 notes of company law cs executive notes of company law for ipcc notes of company law for cs notes on company law for ca final notes on company law for mba notes of company law for bba notes on company law for b. The articles contain regulations for the internal affairs and management of the company section 5. Power of commission to dispense with the notice: Commission is empowered to dispense with the notice on sufficient reasons. The actual address of the registered office is not required to be stated in the Memorandum of Association of the Company. On the contrary, articles of association govern the relationship between the company and its members and also between the members themselves. The governance of the company is done according to the rules prescribed in it. It is prepared for the persons inside the company, i.
It contains the rights, privileges and powers of the company. The company cannot secure more capital than mentioned in this clause. The Registered Office of the Company — Registered Office Clause or Situation Clause: This clause of Memorandum states the name of the State where the registered office of the company is to situate. In addition to this, the articles contain the rights, responsibilities, powers and duties of members and directors of the company. To further comprehend the difference between memorandum of association and articles of association, take a read of the given article. In the absence of any such provision in the memorandum or articles, variation can be made only if such variation is not prohibited by the terms of issue of the shares of that class. A notice of the change should be filed with the Registrar within 30 days of the change.
Filling of causal vacancy in the post of a Director. The Articles of the company should contain powers authorizing the company to increase its capital. In this regard, Company Law has prescribed a particular procedure for making a change in the memorandum, which varies from clauses. Where a company is registered by a name so similar to that of another company, that the public are likely to be deceived, the court will grant an injunction restraining it from using that name. The registered office clause is important for two reasons.
It can also be said that a company cannot be incorporated without memorandum. According to the Companies Act, Section 53 2, 3 , it is said that companies have to enforce their power of change only by their general meeting and the decision about the alteration of change of capital is to inform the registrar within lice days. Alteration of capital clause: A change in capital clause involving an increase in the authorized capital can be affected by passing an ordinary resolution in the general meeting whether there is an option to alter the portion of capital in the Articles of Association or not, then it is needed to get the permission of court regarding change or alteration of capital. This domicile clings to it throughout its existence. It has been made effective from 1-4-2014 vide. Borrowing powers of Board of Directors and managers etc.