54. “ Memorandum of Association of a company is its charter & defines the limitations of the powers of a company. It contains the fundamental condition upon which alone the company is allowed to be incorporated” - Lord Cairns MEMORANDUM OF ASSOCIATION [email_address]
55. Definitions “ Memorandum of Association of a company as originally framed or as altered from time to time in pursuance of any previous companies law or of this Act” Sec.2 (28) MEMORANDUM OF ASSOCIATION [email_address]
56. “ The purpose of Memorandum of Association is to enable the share holders, creditors and those who deal with the company to know what its permitted range of enterprise is.” - Lord Macmillan MEMORANDUM OF ASSOCIATION [email_address]
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58. Six Clauses CONTENTS OF MEMORANDUM OF ASSOCIATION Name Registered office Liability Capital Association or subscription [email_address] Objects
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70. Definition ‘ Article’ means the articles of association of a company as originally framed or as altered from time to time in pursuance of any previous companies laws or of this Act’ Sec.2 (2) ARTICLES OF ASSOCIATION [email_address]
71. “… . The articles proceed to define the duties, the right and the powers of the governing body as between themselves and the company at large and the mode and form in which the business of the company is to be carried on and the mode and form in which changes in the internal regulations of the company may from time to time be made. - Lord Cairns ARTICLES OF ASSOCIATION [email_address]
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78. [email_address] Memorandum of Association Articles of Association Charter of Company Regulations for interal management Defines the scope of the activities Rules for carrying out the objects of company. Supreme document Subordinate to the memorandum. Must for every company Company limited by shares need not have it (Table ‘A’ applies) Strict restrictions, alteration only with sanction of central govt./ tribunal. Can be altered by special resolution. Act, ‘Ultra Vires’ is wholly void & cannot be ratified. Act ‘Ultra Vires’ (but intra vires the memorandum) can be ratified.