Punda

1. MEMORANDUM OF
ASSOCIATION

2. MEANING OF MOA
THE MOA OF A COMPANY ALSO
CALLED ITS CHARTER IS A COMPANY
PRINCIPAL DOCUMENT.IT REFERS TO
THAT DOCUMENT WHICH DEFINES THE
PRINCIPAL CONDITIONS ON WHICH
THE COMPANY IS INCORPORATED.
NO COMPANY CAN BE REGISTERED
WITHOUT ITS MOA.

3. DEFINITION OF MOA
ACC.TO LORD MACMILLIAN:
THE PURPOSE OF MOA IS TO
ENABLE THE
SHAREHOLDERS,CREDITORS AND
THOSE WHO DEAL WITH THE
COMPANY,TO KNOW ITS
PERMITTED RANGE OF
ENTERPRISE.

4. CHARACTERISTICS OF MOA
COMPULSORY DOCUMENT.
CONSTITUTION OF COMPANY.
NOT ALTERED.
DEFINE SCOPE OF ACTIVITIES.
PUBLIC DOCUMENT.
TELLS THE RELATION OF
COMPANY.

5. PURPOSE & IMPORTANCE OF
MOA
IT IS A FUNDAMENTAL
DOCUMENT.
UNALTERABLE DOCUMENT.
DEFINES THE LIMITATIONS OF
COMPANY’S OPERATION.
IT FORMS THE BASIS OF
RELATIONSHIP BETWEEN
COMPANY AND OUTSIDERS.
IT CONTAINS VARIOUS CLAUSES.

6. SUBJECT MATTER OF MOA
SEC 13, OF CO’S ACT
1956,PRESCRIBES THE
CONTENTS OF MOA.MOA MUST
CONTAIN:
CLAUSES
NAME
CLAUSE
SITUATION
CLAUSE
LIABILITY
CLAUSE
CAPITAL
CLAUSE
ASSOCI-
-ATION
CLAUSE
OBJECT
CLAUSE

7. ALTERATION OR CHANGE
MOA
A) ALTERATION IN NAME
CLAUSE:
IT CAN BE DONE IN TWO WAYS:
A) BY SPECIAL RESOLUTION
B) BY RECTIFICATION OF
OMISSION
IN NAME.

8. A)BY SPECIAL RESOLUTION:
ACC TO SEC.21: THE APPLICATION TO CENTRAL
GOVT. FOR ALTERING THE COMPANY’S
NAME MUST HAVE FOLLOWING DETAILS:
a) Written statement for alteration.
b) Copy of company’s name.
c) P&L statement.
d) A certified copy of registrar’s letter that he has
received a copy of special resolution.
e) If there is changed in objects of a company,then
a copy of altered objectives as proposed by
BOD.
IF ABOVE CONDITIONS WILL MET THEN
CENRAL GOVT. WILL GIVE ITS PERMISSION.

9. B) BY RECTIFICATION OF
OMISSION IN NAME:
IF THE NAME OF COMPANY IS MATCHED WITH
SOME OTHER THEN BY PASSING A
ORDINARY RESOLUTION COMPANY CAN
CHANGE ITS NAME BY GETTING A WRITTEN
PRIOR PERMISSION OF CENTRAL GOVT.
GOVT. BEFORE PASSING A RESOLUTION,GIVES
ATTENTION:
1) Are the reasons put forward by company valid?
2) Is the new name of company corresponding to its
main purpose?
3) Is not the compny name restricted?

10. B) ALTERATION IN SITUATION
CLAUSE:
A COMPANY MAY CHANGE THE
SITUATION OF ITS REGISTERED
OFFICE FOR SMOOTH RUNNING OF ITS
BUSINESS AND REALISATION IF
OBJECTS.
SUCH CHANGE IN SITUATION CAN BE:
a) From one place to another in same city or
town.
b) From one town to another in same state.
c) From one state to another.

11. C) ALTERATION IN OBJECT
CLAUSE:
UNDER SEC-17(1) THE OBJECT CLAUSE CAN BE
ALTERED ONLY IF ALTERATION IS REQUIRED
TO ENABLE THE COMPANY:
 TO CARRY ON ITS BUSINESS MORE
ECONOMICALLY.
 TO ATTAIN ITS MAIN PURPOSE BY NEW OR
IMPROVED MEANS.
 TO ENLARGE OR CHANGE THE LOCAL AREA
OF OPERATION.
 TO AMALGAMATE THE COMPANY WITH ANY
OTHER COMPANY.
 TO SELL THE WHOLE OR ANY PART OF
UNDERTAKING OF COMPANY.

12. D) ALTERATION IN LIABILITY
CLAUSE:
AS A GENERAL RULE,THE LIABILITY OF
THE SHAREHOLDERS OF LIMITED
COMPANY CANNOT BE MADE
UNLIMITED UNLESS IT IS EXPRESSLY
AGREED TO BY ALL MEMBERS OF THE
COMPANY.BUT,IN SPECIAL
CIRCUMSTANCES,A LIMITED COMPANY
MAY,IF SO AUTHORISED BY ITS
ARTICLES,BY SPECIAL RESOLUTION
ALTER ITS MOA SO AS TO RENDER
THE LIABILITY OF ITS DIRECTORS,OR
OF ANY DIRECTOR OR
MANAGER,UNLIMITED.

13. ALTERATION IN CAPITAL
CLAUSE:
A COMPANY MAY MAKE ALTERATION IN
THE CAPITAL CLAUSE OF ITS
MOA,BUT IT CAN ONLY DO SO IF
THERE IS SUCH PROVISION IN ITS
ARTICLES TO ALTER THE CONDITION
OF ITS MOA.THREE SITUATION OF
ALTERING THE CAPITAL CLAUSE ARE
AS UNDER:
a) Increase in share capital.
b) Reduction in share capital.
c) Reorganisation of share capital.

14. CONCLUSION