...The company articles are mandatory legal documents to register a company. Under the old Companies Ordinance, Cap.32, the company articles consisted two documents, namely the memorandum of association and the articles of association . The memorandum contained basic information of the company and stated business objectives of the company, while the articles of association set out the rules for internal management that governs company. Amendments and updates of the Companies Ordinance have been made frequently in order to modernize the law in enhancing corporate governance, and also to provide Hong Kong a distinctive business environment, benchmarking Hong Kong as a global business and financial hub . As a result, a new Companies Ordinance was enacted on March 2014 with a revised chapter number Cap 622, where the memorandum of association was abolished and no longer a mandatory legal document for company registration, leaving the articles of association as the single constitutional document for a company. The memorandum of association is a public document enclosing the major provisions of a company’s constitution . It governs the relationship between the registered company and the outside , affecting how a company may enter into contracts with third parties, in which it serves as a legal document dealing with the external. The memorandum of association also contains basic information about the company, first the name of the company either in English, Chinese or both English and...
Words: 1385 - Pages: 6
...INTRODUCTION: This statement actually describes the relationship between the memorandum of association and article of association of company. The article of association is subordinate to and controlled by the memorandum of association. Memorandum of the association is the dominant document and article of the association is about the internal rules and regulations of company. This statement was given by Lord Cairns in Ashbury Railway Carriage & Iron Co. Vs Riche[1]. MEANING OF THE STATEMENT: Both the memorandum of association and article of the association are public document. The memorandum of the association is like a constitution of a country; on the other hand article of the association is like a laws of a country. Memorandum of the association is a last limit, which the shareholders cannot across and they cannot control it; one the other hand the shareholders have full control over the article of association and may alter them from time to time as they think fit[2]. THE MEMORANDUM OF ASSOCIATION: The short form of the memorandum of the association is memorandum and in shorter it is simply memo. It contains the fundamental rules and the regulation regarding to the constitution and activities of a company, which governs the relationship between the company and the outside world. The memorandum of the association has to contain the six following clauses. Those are given fellow: “An official document setting out the details of a company’s existence. It must the...
Words: 2506 - Pages: 11
...Memorandum and article of association The most important document in the constitution of a company is the Memorandum of Association of the company. The Articles of Association is the second most important document that needs to be registered by any company for its incorporation, registration and subsequent operation. It is a public document laying down the rules for the internal management of the company and it does not have the force of ‘law’. To set up as a limited company, they need to have a memorandum of association, which sets out what the company has been formed to do and another important is a article of association, which are internal rules over including what the director can do and voting rights of the shareholders. Memorandum of association is legal document records the key characteristics and the external activity of the company being created. Memorandum will provide basic information on the objectives of the business and records the share capital initially required. And article of association is the document specifies how the company will be organized or regulated internally. It explains the initial organization of the executives of the company, with their titles, their area of responsibility, CEO of company, finance director and etc. it also mentions the rights and duties of shareholders. the memorandum and articles of association are public documents and therefore open to public. But, the details of internal procedures are not thus open to public inspection...
Words: 718 - Pages: 3
...5/8/2014 Most important document in constitution of a company is Memorandum | Law Teacher Need help? ☎ 0115 966 7966 Enter your search terms... Search Home Services Prices Order Quality About Us Law Help Contact Us My Account You are here: Law Teacher » Company Law » Essays » Most Important Document In Constitution Of A Company Is Memorandum Of Association Company Law Essay Most important document in constitution of a company is Memorandum Search all our free law essays... These essays have been written by students for you to use to help you with your studies. If you need your own custom law essay then we can help.... Get a quote for your own law essay... 0 Translate this page Select Language ▼ Order Your Law Essay Search Share & Download Like 0 Print Download Email Order your custom law essay today to help you achieve the grade you need. Tw eet 0 Order Now Introduction The most important document in the constitution of a company is the Memorandum of Association of the company. The Articles of Association is the second most important document that needs to be registered by any company for its incorporation, registration and subsequent operation. It is a public document laying down the rules for the internal management of the company and it does not have the force of ‘law’. The provisions of the article amount to public notice, known as constructive notice. This is the doctrine of constructive notice. The...
Words: 2872 - Pages: 12
...1. MEMORANDUM OF ASSOCIATION It is a document that regulates a company's external activities and must be drawn up on the formation of a registered or incorporated company. As the company's charter it (together with the company's articles of association) forms the company's constitution. The memorandum of association gives the outside world a reflection of how the company is constituted .This document can be summarised covering the following key areas of a company: 1. company's name, 2. Its objects Clause 3. Registered Office 4. The Share Capital 5. Limitation of Liability 6. Association Clause 1.1 COMPANYS NAME It is a requirement of Section 8 of the companies act that a memorandum of association should have the company’s name. Since a company becomes a person on incorporation as such it needs a name to identify it and enable to interact in the business enviroment, such a name should end with the words limited, this serves to warn those doing business with the company that the liability of its members is limited.In choosing name of the company the promoter has must comply with provisions of section 24.He may not choose a name that is identical to that of another,a name that is likely to cause offensive suggestive of blasphemy or indecency or that suggests that the company enjoys state patronage.leading case BON MARCHE PVT LTD VS LE BON MACHE AND OTHERS 1.2 OBJECT CLAUSE This is the most important clause of the memeorandum,the powers of the company...
Words: 605 - Pages: 3
...Executive Summury Harmonization of the rules relating to company law and corporate governance, as well as to accounting and auditing, is essential for creating a Single Market for Financial Services and products. In the fields of company law and corporate governance, objectives include: providing equivalent protection for shareholders and other parties concerned with companies; ensuring freedom of establishment for companies throughout the EU; fostering efficiency and competitiveness of business; promoting cross-border cooperation between companies in different Member States; and stimulating discussions between Member States on the modernization of company law and corporate governance. This report is a diagnostic assessment of the corporate governance regulations and practices in Bangladesh. The assessment is measured against international norms and current practices as recognized by the OECD Guidelines on Corporate Governance. The report identifies critical areas where institutions, regulations, or other economic factors in the corporate sector could be strengthened to improve corporate governance (CG). As such, the authors identify strengths and weaknesses of legal requirements, regulations, and corporate practices. To identify the current strengths and weaknesses, the authors drew heavily on a review of laws and a survey of businesses organisations carried out by the research team as well as a series of interviews with key stakeholders. This analysis will serve as a basis on...
Words: 6220 - Pages: 25
...Contents Introduction 2 Private company limited by shares 4 Private company limited by guarantee 5 Private unlimited company 6 Memorandum of Association 7 Article of Association 9 Memorandum and Articles of Association: 10 Memorandum and Articles of Association Form 10: 10 Memorandum and Articles of Association Form 12: 10 Memorandum and Articles of Association Advantages: 11 Memorandum and Articles of Association Disadvantages: 11 Dissolving ANNHANNY 11 What is a dead business. 12 Striking off a company 13 Winding up a company 14 Reference 16 Introduction The selling and supplying children books fall under the category of distributor and wholesaler. There are few prominent companies in Malaysia who are specializing in selling and supplying children books such as Grolier (M) Sdn. Bhd and the Children World Publications (M) Sdn. Bhd. In the case of Anne and Hanny, they have initiate a plan to set up a business selling and supplying children books. This will followed by another expansion toward setting up a publishing firm in the future. They type of organization that will be suitable for them will me more like the Children World Publications (M) Sdn. Bhd. Their type of business is somewhat similar to what Anny and Hanny had in mind initially. The only difference is, Anne and Hanny wanted to do it in two separate steps. First step is to open up a business selling and supplying children books then as the business grows they will embark...
Words: 4518 - Pages: 19
...involves conceiving a business opportunity & taking an initiative to form a company so that practical shape can be given to exploiting the available business opportunity. FUNCTIONS OF A PROMOTER (i) Identification of business opportunity (ii) Feasibility studies (a) Technical feasibility (b) Financial feasibility (c) Economic feasibility (iii) Name approval (iv) Fixing up Signatories to the Memorandum of Association (v) Appointment of professionals (vi) preparation of necessary document 1 (2) the characteristics of company: Characteristics of Company: Any Company Private or Public formed and registered according to The Company Act of 1994 has the following salient features: 1. A separate legal entity 2. An artificial legal body or person 3. An organized and incorporated body 4. Perpetual succession 5. Limited range of liabilities 6. Common seal 7. Right to enter in contracts 8. Right to own property 9. Right to sue 10. Flexibility of investment 2. (1) Define Public & Private Company? A. Private Company- A private company is one which, by its articles, a) restricts the right of the members to transfer their shares, if any; b) limits the number of its members to 50; and c) prohibits any invitation to the public to subscribe...
Words: 3252 - Pages: 14
...Company Law 2.1.1 Separate Legal Personality of a Registered Company Currently at Page & Plant, neither person has been able to reach an agreement as to how their business should be organised. Under Scottish business law, their current business relationship would be classified as a Partnership, which results in both partners being liable for any situation e.g. account defaults, liquidation or lawsuits. Not only would the liability extend to the assets of the business but would also include personal assets e.g. their homes and cars. In order for Page & Plant to limit or minimise their liability, they must separate the legal personality and legal consequences of the business. In order to do this, Page & Plant can become a registered company as a corporate body. They must be incorporated under the Companies Act 2006 or previous company legislation. Private and Public Limited companies must be registered under the Companies Act in order for the company to become an independent legal person which means the registered company becomes a person capable of taking on duties recognised and enforced by courts. A separate corporate personality means: * The company is able to raise its’ own legal actions and be the subject of legal actions * The company’s members enjoy limited liability * Even with changes to the company’s membership, the company continues to exist, as opposed to a sole trading business or partnership, as the business would change in these...
Words: 2040 - Pages: 9
...with the Registrar of Companies. The articles of association constitute a contract between the company and its members, set out the voting rights of stockholders and the conduct of stockholders' and directors' meetings, and detail the powers of management of the company. A memorandum of association is a related document. The Articles of Association contain, as per the law requires, provisions on the company name, address and domicile, the purpose of the company, the amount of share capital and the contributions made thereto, the number, the par value and the type of shares, the calling of a general meeting of shareholders and the voting rights of them, the bodies for the administration and the audit, and the form in which the company shall publish notices. The Articles of Association (AA) contain the rules and regulations of the internal management of the company. The AA is nothing but a contract between the company and its members and also between the members themselves that they shall abide by the rules and regulations of internal management of the company specified in the AA. It specifies the rights and duties of the members and directors. Articles of association are simply the basic internal rules of operation for a business or non-profit organization that govern what tasks need to be done, what positions are required to perform the necessary functions, and how the processes in place are to be performed. Often articles of association deal with such operating issues as the...
Words: 2205 - Pages: 9
...intention into operation. IMT NAGPUR - 2011-13 Such persons are called “Promoters”. 3 PROMOTERS OF A COMPANY IMT NAGPUR - 2011-13 It is they who : Conceive the idea of forming the Co.; Take the necessary steps to incorporate it; Provide it with Share & Loan Capital; Acquire the business or property; Negotiates the preliminary agreement; Prepare, execute & register the MOA & AOA; Finds the bankers, brokers, legal advisers, underwriters, first Directors; Prepares, advertises & Circulates the Prospectus for placement of capital 4 PROMOTERS OF A COMPANY IMT NAGPUR - 2011-13 But a person who merely acts in a professional capacity, such as solicitor who draws up an agreement or articles, an accountant or valuer who prepares figures or valuation and who is paid for the same is not a Promoter. 5 PROMOTION OF A COMPANY IMT NAGPUR - 2011-13 Incorporation of a Co. means a process by which a Co. is incorporated or brought into being as a Corporate body, and floated as a going concern, by the issue of prospectus. 6 REGISTRAR OF COMPANIES (ROC) IMT NAGPUR - 2011-13 Ministry of Corporate Affairs Registrar of Companies (ROC) 7 FORMATION OF COMPANIES STEP I : IMT NAGPUR - 2011-13 Decide the type of the Co. to be registered. A. 1. Private Co. 2. Public Co. B. 1. Limited Co. 2. Unlimited Co. 8 FORMATION OF COMPANIES RULE IMT NAGPUR - 2011-13 Any 7 or more persons (for...
Words: 2664 - Pages: 11
...Issue The issue raised by the case study are: How the surplus should be distributed?, Whether the Social Member should be included in the decision-making process? Facts Austinmer Bowling Club Ltd is a company limited by guarantee established under the Companies Act 1961 (NSW). It was recorded for the purpose of the Registered Clubs Act 1976 (NSW). The Austinmer Bowling Club consisted 552 Members: including 85 Bowling Members, 7 life Members and 460 Social Members by the end of financial year (31 May 2007). The club was facing financial crisis and the bowling activities were ceased in September 2007, and as of then membership in the club declined from 552 members to 384 members. As at 22 October 2007, the club introduced voluntary administration...
Words: 625 - Pages: 3
...are completion and submission of Form 13A CA (Request For Availability Of Name) to SSM and Payment of a RM30.00 fee for each name applied. Where the proposed company’s name is approved by SSM, it shall be reserved for three months from the date of approval. A person must lodgment of incorporation documents. Incorporation Documents must be submitted to SSM within 3 months from the date of approval of the company’s name by SSM, failure of which a fresh application for a name search must be done. An original of the Memorandum and Article of association shall each be stamped at RM100.00. Stamps are affixed at the Inland Revenue Board’s stamp office. The first directors and secretaries shall be named in the Memorandum and Article of Association. The subscribers to the company’s shares shall sign the Memorandum and Articles of Association in front of a witness. For incorporation of a private company, the articles of association shall contain the following stipulations. Such as, restriction on the right to transfer the company’s shares, limitation on the number of members to not exceed fifty,...
Words: 599 - Pages: 3
...examines the procedures, time and cost involved in launching a commercial or industrial firm with up to 50 employees and start-up capital of 10 times the economy’s per-capita gross national income (GNI). These are only explicit issues. There are many implicit issues too. Corruption, red tape problem, uncooperative behavior of bureaucrats are some to mention. Ok, lets move forward. Hope this article will help Startup Entrepreneurs greatly. Step 01: On-line verification of the uniqueness of the proposed company name with the Registrar of Joint Stock Companies and Firms. The proposed name needs to be sent on-line and clearance certificate is provided via e-mail by the Deputy Registrar (Name Clearance), RJSC. A print out of the name clearance certificate is to be submitted to the RJSC along with the other documents and forms required for the incorporation of the company. Time Duration: 1 day Estimated Associated costs: BDT 100 Step 02: Pay adhesive stamp fees at a designated bank. Until recently, special adhesive stamps of value was affixed to the memorandum of association regardless of the company’s authorized capital....
Words: 804 - Pages: 4
...In India, there is reason to believe that instrument to exchange were in use from early times and we find that papers representing money were introducing into the country by one of the Mohammedan sovereigns of Delhi in the early part of the fourtheenth century. The word 'hundi', a generic term used to denote instruments of exchange in vernacular is derived from the Sanskrit root 'hund' meaning 'to collect' and well expresses the purpose to which instruments were utilised in their origin. With the advent of British rule in India commercial activities increased to a great extent. The growing demands for money could not be met be mere supply of coins; and the instrument of credit took the function of money which they represented. Before the enactment of the Negotiable Instrument Act, 1881, the law of negotiable instruments as prevalent in England was applied by the Courts in India when any question relating to such instruments arose between Europeans. When then parties were Hindu or Mohammedans, their personal law was held to apply. Though neither the law books of Hindu nor those of Mohammedans contain any reference to negotiable instruments as such, the customs prevailing among the merchants of the respective community were recognised by the courts and applied to the transactions among them. During the course of time there had developed in the country a strong body of usage relating to “hundis”, which even the Legislature could not without hardship to Indian bankers and merchants...
Words: 8689 - Pages: 35
