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Question

Give the meaning of Memorandum of Association. Briefly discuss its various clauses.

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Solution

The Memorandum of Association is the principal document of a company. It lays down the powers and objects of the company as well as the scope of operations at the company beyond which it cannot operate. A company cannot undertake those operations which are not listed in its memorandum.

Clauses of Memorandum of Association are :

(a) The name clause : Under this clause, the corporate name of the company is stated.

(b) The registered office clause : Along with the name of the state in which Registered Office is situated, the address of the Registered office is also given.

(c) The objects clause : It sets out the objects with which a company is formed. The company is not legally entitled to do any business other than that specified in its objects clause.

(d) Liability clause : This clause states that the liability of members is limited to the amount, if any, unpaid on their shares.

(e) The capital clause : Every limited company having a share capital must state the amount of its share capital with which the company is proposed to be registered and the division thereby into the shares of fixed denomination.

(f) Association/Subscription clause : Under this clause, the signatories to the memorandum express their desire and agreement to form a company. They also agree to take the number of shares mentioned against their respective names.


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