...MEMORANDUM OF ASSOCIATION AND ARTICLES OF ASSOCIATION The constitution of a company consist of two documents called MEMORANDUM OF ASSOCIATION and ARTICLES OF ASSOCIATION MEMORANDUM OF ASSOCIATION states the principal object of the company. ARTICLES OF ASSOCIATION regulates the company’s internal management and administrative affairs including the rights and obligations of the shareholders and directors, meetings and corporate contracts. In the United States, Articles of Association are called bylaws and memorandum of association are called Articles of incorporation The Registration Process includes the Article of Association and Memorandum of Association MEMORANDUM OF ASSOCIATION This document governs the relationship of the company to the outside world. It usually contains: The company’s name The registered office The liability of the members The authorised capital The objects of the company The company name must not be similar to the name of another company. The registered office represents the official contact point for the company. It is where official notices are sent. Member’s liability indicates whether the liability is limited or unlimited. Authorised capital indicates the amount of capital the company proposes to hold and how it is divided into shares The objects clause must state the purpose of its business. This may included a statement of the powers relevant to the fulfilment of the objectives. A memorandum can be changed but this...
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...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 Chinese; second the company’s...
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...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...
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...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...
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...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...
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...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...
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...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...
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...reserved for individuals, such as to sue and be sued, own property, hire employees or loan and borrow money. As Under Sec 2 (1) (d) The Company Act, 1994: “Company means a company formed and registered under this Act or an existing company.” PROMOTION OF A COMPANY Promotion is the first stage in the formation of a company . It 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;...
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...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...
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...1 COMPANIES ACT, 1956 FORMATION OF A COMPANY 2 I INCORPORATION OR PROMOTERS OF A COMPANY Before a Co. is formed, there must be some persons who have an intention to form a Co. & who take the necessary steps to carry that 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 ...
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...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...
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.... Explain the steps of formation of a company in Bangladesh Introduction: A company is an association or collection of indivitual,whether natural persons, legal persons, or a mixture of both. Every company has certain basic elements: * A name which has been reserved by the Registrar of Companies * At least one share, one shareholder and one director * A registered office where the company records are kept * An address for service where legal documents can be served * The Registrar will also ask for an address for communication. Any entity engaging in business, such as: Proprietorship, Partnership or Corporation There are two kinds of companies. Such as: 1.Private Company 2.Public Company. For establish a company, every company have to maintain some law this called "Company Law" The act governing the laws relating to company matters is The companies Act, 1994 in Bangladesh. The term company is used to describe an association of number of persons formed for some common purpose of carrying on a business with a view to earning profit and registered according to law relating to companies. Section 2 (1) (c) of the Act states that, A company means, " a company formed and registered under this act or a existing company" Different between private and public company: The difference of private and public company are given below: 1.Minimun capital of companies: Private company requires less capital being a small enterprise. Public company requires a large...
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...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...
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...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 calling...
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...Law 1. Define company? How many kinds of companies? Distinguish between private Ltd. and public Ltd. company. 2. What is Memorandum of Association? What are the elements of Memorandum of Association? What are the stages in the formation of a company? 3. What is capital? Describe briefly the source of companies’ capital? Define share? Describe briefly the classification of share? 4. Define contract? Describe briefly the essential elements of contract? Define Law? Describe briefly the classification of law? 5. Define partnership? The essential elements of partnership? Classes of partners and classes of partnership? 6. Short Notes: a) Article of Association. b) Difference between Memorandum of Association and Article of Association. c) Authorized Capital. d) Paid-up capital. e) AGM f) EGM. Q: What is contract? Describe the elements of contract? Ans. Section 2(h) of the Contract Act, 1872 provides that, “An agreement enforceable by law is a contract.”Therefore, in a contract there must be (1) on agreement and (2) the agreement must be enforceable by law. Agreements which are not enforceable by law they are not contract. Elements of contract: The essential elements of a contract are explained below: (1) Offer and acceptance: There must be a lawful offer by one party and a lawful acceptance of the offer by the other party or parties. “Lawful” implies that the offer and acceptance must conform to the rules laid down in the contract act 1872. (2) Intention...
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