Section 4 of the companies Act, 2013 seek to provide for the requirement with respect to the memorandum of a company.
There are 7 clauses in the memorandum of Association. name clause, registered office or business location clause, objective or objects clause, liability clause, capital clause, as well as an association clause.
Alteration of Memorandum can be done under section 13 of the Act. Whereas Article of Association can be altered under section 14 of the Act.
Any act was done outside the limit of MoA it is Ultra Virus and Void.
MoA ensures that everyone dealing with the company is benefited.
AOA is framed to manage the internal affairs of the company.
The share capital, Object clause of a company can be reduced by special resolution only.
Special resolution = 2/3rd people should agree.
Contents and model of Articles of Association are discussed in section 5.
According to section 18, a company can change its class of company. this alteration can be done by altering AOA and MOA.
The doctrine of indoor management means that a company’s indoor affairs are the company’s problem.
Indoor management protects outsiders from companies internal management. it is a problem for the company. Turquand Vs Royal British Bank
Forfeiture can be done only it is authorised by MOA.
A company can become a member of a company if it authorise by MOA.
In case of private company, MOA must be signed by atleast 2 member.
every communication must be sent to registered office. A company must have a registered office within 15 days of incorporation.
Doctrine of Constructive notice says that the outsiders have read the MOA and AOA. it is a problem for outsiders. it protects company. it is exception to doctrine indoor management.
Charter of a company – MOA.
mention of Town is necessary in registered office clause.
A company can change its name by passing a special resolution and with approval from the central government.