Memorandum of association &article of association

11 std ppt perfect ppt on that topic

1. Memorandum Of Association & Articles Of Association

2. Name :- Unnati uday vazarkar Std :- XI Commerce
Roll No. :- 30
Sub :- Secretarial Practice
Topic :- Documents Prepared by a Company.
School Name :- Shree Shantadurga Higher Secondary School Pirna Bardez Goa.

3. INDEX Documents prepared by a Company Memorandum of Association.
Articles of Association.
Prospectus

4. Some of the most important documents issued by a company are as follows: Memorandum of Association (MOA)
Articles of Association (AOA)
Prospectus

5. Memorandum of Association (MOA) The Memorandum of Association is the constitution of the company and provides the foundation on which its structure is built.
It is the principal document of the company and no company can be registered without the memorandum of association.
It defines the scope of the company’s activities as well as its relation with the outside world.
Every company, whether registered as a private company, public company or one-person company, requires an MoA .
Thus, if the startup plans to register as a company under the Companies Act, 2013, the startup must prepare MoA before applying for registration.

6. The Memorandum of Association contains the following clauses: 1. Name Clause This clause specifies the name of the company. The name of the company should not be identical to any existing company. Also, if it is a private company, then it should have the word ‘Private Limited’ at the end. And in case of public company public company, then it should add the word “Limited” at the end of its name. For example, ABC Private Limited in case of the private, and ABC Ltd for a public company.

7. Changes/Alteration of Name Memorandum provides that the name of the company may be changed at any time by passing a special resolution at a general meeting of the Company and with the written approval of the Central Government. The change must be communicated to Registrar with a copy of special resolution within 30 days of the passing of resolution.

8. 2.Registered Office Clause Every company should have a registered office, the address of which should be communicated to the Registrar of Companies.
This helps the Registrar to have correspondence with the company.
The place of registered office can be intimated to the Registrar within 30 days of incorporation or commencement of business, whichever is earlier.

9. Change/Alteration of Registered Office Clause A company can shift its registered office from one place to another in the same town with an intimation to the Registrar. But, if the company wants to shift its registered office from one town to another town in the same state, a special resolution is required to be passed. If the office is to be shifted from one state to another state it involves alteration in the memorandum

10. 3. Object Clause This is one of the important clauses of the Memorandum of Association.
It determines the rights and power of the company and also defines its sphere of activities.
The object clause should be decided carefully because it is difficult to alter his clause later on.
No activity can be taken up by the company which is not mentioned in the object clause
The choice of the object clause lies with the subscribers to the memorandum
They are free to add anything to it provided it is not contrary to th provisions of the Companies Act and other laws of the land.

11. Change/Alteration in Object Clause The object clause can be altered to enable a company to carry on its activities more economically, or by improved means to carry on some business which under existing circumstances may conveniently be combined with the object clause.

12. 4. Liability Clause This clause states that the liability of the members is limited to the value of shares held by them. It means that the members will be liable to pay only the unpaid balance of their shares. The liability of the members may be limited by guarantee. It also states the amount which every member will undertake to contribute to the assets of the company in the event of its winding up

13. Changes/Alteration of Liability Clause The liability of a member cannot be increased unless the members agree in writing. The consent of the member may be given either before or after the alteration.

14. 5. The Capital Caluse This clause states the total capital of the proposed company. The division of capital into equity shares capital and preference share capital should also be mentioned. The number of shares in each category and their value should be given. If some special rights and privileges are conferred on any type of shareholders, mention may also be made in the clause to enable the public to know the exact nature of capital structure of the company.

15. Changes/Alteration of Capital Clause The capital clause can be altered by passing a special resolution and by obtaining the approval of Company Law Board.

16. Articles of Association AOA The rules and regulations which are framed for the internal management of the company are set out in a document named Articles of Association.
The articles are framed to help the company in achieving its objectives set out in memorandum of association.
It is a supplementary document to the memorandum.
The private companies limited by shares, companies limited by guarantee and unlimited companies must have their articles of association.
A public company limited by shares may or may not have its own Articles of Association.

17. Contents of AOA Some of the contents of Articles of Association are as follows: The amount of share capital issued, different types of shares, calls on shares, forfeiture of shares, transfer and transmission of shares and rights and privileges of different categories of shareholders.
Powers to alter as well as reduce share capital.
The appointment of directors, powers, duties and their remuneration.
The appointment of manager, managing director, etc.
The procedure for holding and conducting of various meetings.
Matters relating to maintaining of accounts, declaration of dividends and keeping of reserves, etc.
Procedure for winding up the company.

18. Alteration of Articles The articles of association can be altered by passing a special resolution. Certain restrictions are imposed on the nature and extent of the alternation that may be made The change should not be violating the provisions of the Companies Act.
It should not be contrary to the provisions of the memorandum of association.
The alteration must not have anything illegal.
The alteration should not adversely affect the minority shareholders.

19. Prospectus After getting the company incorporated, promoters will raise finances.
The public is invited to purchase shares and debentures of the company through an advertisement.
A document containing detailed information about the company and an invitation to the public subscribing to the share capital and debentures is issued. This document is called ‘prospectus’.
Private companies cannot issue a prospectus because they are strictly prohibited from inviting the public to subscribe to their shares.
Only public companies can issue a prospectus.

20. Contents of Prospectus Name and full address of the company.
Full particulars about the signatories to the memorandum of association and the number of shares taken up by them.
The number and classes of shares. The interest of shareholders in the property and profits of the company.
Name, addresses and occupations of members of the Board of Directors or proposed Directors.
The minimum subscription is fixed by promoters after taking into account all financial requirements at the beginning.
If the company acquires any property from vendors, their full particulars are to be given.
The time of opening of the subscription list.
The nature and extent of interest of every promoter in the promotion of the company.

21. Conclusion Memorandum of Association (MOA) is a primary document required for every company. It includes objects & powers of Company. Articles of Association (AOA) is a secondary document which include rules & regulations for internal management of a Company. Prospectus means any document described or issued as a prospectus and includes any notice, circular, advertisement or other document inviting deposit from the public or inviting offers from the public for the subscription or purchase of any shares or debenture of a body corporate.

22. THANKS YOU

23. The amount payable on application, allotment and calls. The particulars of preferential treatment given to any person for subscribing shares or debentures. Particulars about reserves and surpluse .
The amount of preliminary expenses.
The name and address of the auditor.
Particulars regarding voting rights at the meetings of the company.
A report by the auditors regarding the profits and losses of the company.