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
1. Memorandum of Association.
2. Articles of Association.
3. Prospectus

4. Some of the most important documents issued by a company
are as follows:
1. Memorandum of Association (MOA)
2. Articles of Association (AOA)
3. 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:
1. 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.
2. Powers to alter as well as reduce share capital.
3. The appointment of directors, powers, duties and their remuneration.
4. The appointment of manager, managing director, etc.
5. The procedure for holding and conducting of various meetings.
6. Matters relating to maintaining of accounts, declaration of dividends and keeping of
reserves, etc.
7. 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.