A company wishing to change its name may do so in accordance with the provisions of Article 13 in conjunction with Article 4 of the Act by adopting a special resolution and the name approved by the Ministry of Corporate Affairs (MCA) upon prescribed request. The power of the central government, under Article 13(2), to approve name changes has been delegated to the Registrar of Companies (ROC). The format of a memorandum of understanding is shown in Tables A to E depending on the type of business. An enterprise may adopt the table applicable to it; For example, Table A is for a limited liability company on shares and Table B for a limited liability company and share capital, etc. This clause concerns the objects that the company must face. A company can modify this clause as it grows to include and incorporate additional objects. According to section 2 (56) of the Companies Act 2013, a “memorandum” refers to the original articles of association registered by a company or an amended deed that complies with the rules set out in the Companies Act. Let us examine further the content of the memorandum of association. Exception: The name is not ignored if authorized by the existing company by a board of directors.
The subscription clause specifies who signs the memorandum. Each subscriber must indicate the number of shares he subscribes. The signatories must sign the memorandum in the presence of two witnesses. Each subscriber must subscribe to at least one share. The domicile clause indicates the name of the State in which the company`s registered office is physically located. Please report your traffic by updating your user agent to include company-specific information. Amendment of the capital clause: The capital clause of a company can be modified by an ordinary resolution. There is no limit to the amount of authorized capital a company can have in India under the Companies Act 2013. It is mandatory for each company to have a partnership agreement that defines the scope of its activity. Once prepared, the company cannot go beyond the scope of the document.
If the commitment goes beyond the scope, the action is considered ultra vires and is therefore void. Any person who inserts his name in the memorandum upon incorporation becomes a member of the society and remains a member of the society until he decides to leave the society. Member details will be published on the Companies House website under company data. Each company is required to print its articles of association and have them signed by each of its members. Each participant must sign the memorandum in the presence of at least one witness. The following information about the witness should also be mentioned. The term “amendment” or “modification” is defined in subsection 2(3) of the Act as any addition, omission or replacement. A company may amend the memorandum only to the extent permitted by law. According to § 13, the company may amend the clauses of the memorandum by means of a special resolution. This clause contains the name of the company, which ends with “Limited” if it is a public limited company and “Private Limited” if it is a limited liability company. The Companies Act of 1862 allowed a company to change its name and authorized share capital, but prohibited any further change.
Subsequent legislation has broadened the scope of possible amendments. A corporation wishing to change its name may do so in accordance with the provisions of section 13 in conjunction with section 4 of the Act by passing a special resolution and the name approved by the Ministry of Corporate Affairs (MCA) upon prescribed request. The registration of the corporation includes one or more persons who sign the articles and notify the Registrar of Corporations (OCR) of the intention of the subscribers. The power of the central government, under Article 13(2), to approve name changes has been delegated to the Registrar of Companies (ROC). Article 4 of the Companies Act 2013 defines the content of the memorandum. It lists all the essential information that the memorandum must contain. Section 2 (56) of the Companies Act 2013 defines the articles of association. It states that a “memorandum” means two things: various forms are submitted to the Registrar in accordance with the amended clause of the MOU and all must be completed within the time prescribed in the required forms and sections. This clause of the articles must indicate the nature of the members` liability.
The liabilities of the shareholders of the company must be clearly stated in the articles of association. They may be limited by shares or by a guarantee. In the case of an unlimited liability company, the entire clause may be waived. If it is limited by a guarantee, the members of the company are required to pay the amount indicated in the memorandum at the time of the liquidation of the company. If the candidate wishes to resign, he must inform in writing and the business owner must appoint a new person within 15 days. Section 4 (c) of the Act contains details of the purpose clause. The subject clause is the most important clause in the certificate of incorporation. It indicates the purpose for which the company is founded. The object clause contains both the primary objects and the elements needed to reach the specified objects, also known as secondary or secondary objects. The specified properties must be clearly defined and legal in accordance with section 6(b) of the Companies Act 2013.
The purpose for which the company is founded must be mentioned in the articles of association. This is one of the key clauses, as it not only determines the purpose of the business, but also helps determine the extent of the company`s power to achieve the goal(s). It must be carefully designed, mentioning all types of business that the company could potentially do in the future. Objects are categorized into “Main Objects”, “Additional Objects”, and “Other Objects”. The articles must also not be illegal or violate the prohibition of law or public order of the country. Figure: The registered capital of the company is Rs 80,000,000, divided into 3000 shares of Rs 4000 each. It specifies the state and registered office of the company and also defines the geographical restrictions of the company. Table A – It applies to a public limited company.
The cases in which a company must/may amend its articles of association in accordance with the provisions of Article 13 of the Act in conjunction with the Companies (Incorporation) Rules 2014 are as follows: When a legal entity signs the memorandum, the following details must be mentioned. XYZ Private Limited, a Punjab-based company, manufactures security equipment. She wants to register in the commercial register. For registration, the company must first sign a memorandum. Each public limited company with share capital must indicate the amount of its share capital with which it must be registered.