INCORPORATION AND ITS CONSEQUENCES – M.O.A AND A.O.A

INCORPORATION AND ITS CONSEQUENCES – M.O.A AND A.O.A

The Memorandum of Association (M.O.A.) is a document that sets out the constitution of the company and as such is the foundation on which the structure of Company stands.

Requirements with respect to memorandum – Section 13

Section 13 (1) (a) – Name Clause

Section 13 (1) (b) – Registered Office Clause

Section 13 (1) (c) – Object Clause - company in existence immediately before the commencement of the Companies (Amendment) Act, 1965

Section 13 (1) (d) – Object Clause – formed after commencement of the Companies (Amendment) Act, 1965

Section 13(2) & (3) – Liability Clause

Section 13(4) – Capital Clause

Alteration of Memorandum of Association

1. By changing its name – Section 21 22, 23, and 24
2. By altering it in regard to the State in which the registered office is to be situated or its objects (Section 17)
3. By altering its Share Capital (Section 94)
4. By reorganizing its Share capital  (Section 391, 392, 393, 394, 395, and 396)
5. By reducing Share capital (Section 100)
6. By making the liability Unlimited (Section 322)

Articles of Association (A.O.A.)

 “ articles" means the articles 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, including, so far as they apply to the company, the regulations contained, as the case may be, in Table B in the Schedule annexed to Act No. 19 of 1857 or in Table A in the First Schedule annexed to the Indian Companies Act, 1882 (6 of 1882), or in Table A in the First Schedule annexed to the Indian Companies Act, 1913 (7 of 1913), or in Table A in Schedule I annexed to this Act – Section 2(2)

The A.O.A. are it’s by- laws or rules and regulations that govern the management of its internal affairs and the conduct of its business.

Articles are subordinate to Memorandum.

Articles prescribing regulations – Section 26

There may in the case of a public company, limited by shares, and there shall in the case of an unlimited company or a company limited by guarantee or a private company limited by shares, be registered with the memorandum, articles of association signed by the subscribers of the memorandum, prescribing regulations for the company.

Alteration of Articles of Association

A company has a statutory right to alter its articles subject to provisions of Act and conditions contained in Memorandum.

Provided that no alteration made in the articles under this sub-section which has the effect of converting a public company into a private company, shall have effect unless such alteration has been approved by the Central Government

Where any alteration has been approved by the Central Government, a printed copy of the articles as altered shall be filed by the company with the Registrar within one month of the date of receipt of the order of approval – Section 31