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Memorandum Of Association
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Memorandum & Article of Association
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Memorandum & Article of Association
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This clause is quite important and must be very carefully drafted as it determines the activities of the company. In the object clause each and every detail of activities of the business to be carried out must be laid down.
Main object:- This sub-clause contains the main objects of the company to the pursued on its incorporation
Objects incidental or ancillary :- It covers the objects which are incidental or ancillary to the attainment of the main object
Other objects :- This sub-clause will cover any objects which are not included in the main objects
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This clause states the nature of liability of the members of the company . In the case of a company limited by share or by guarantee the fact that the liability of its members is limited must be made absolutely clear . In case of a company limited by shares the liability of a member is limited to the nominal value of the share held by him . If the share are fully paid up, his liability is nil. But in case of partly paid-up shares the liability is limited to the amount which is unpaid.
In case of a company limited by guarantee ,the liability clause must state the amount which every member undertakes to contribute to the assets of the company in the event of its winding up.
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Alteration OfName ClauseAlteration Of Registered office clauseAlteration Of Object clauseAlterationOfLiability clauseAlteration OfCapital clauseALTERATION OF NAME CLAUSE
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Memorandum & Article of Association
A. Special Resolution
B. Alteration is sought on any of these grounds:
To carry on its business more economically & more efficientlyTo attain its main purpose by new or improved meansTo enlarge or change the local area of its operationsTo carry on some business which under existing circumstances may conveniently or advantageously be combined with the business of the companyTo restrict or abandon any of the objects specified in the memorandumTo sell or dispose off the whole or any part of the undertakingTo amalgamate with any other companyC. Copy of (A) is filed with ROC within 30 days
ALTERATION OF OBJECTS CLAUSE
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Memorandum & Article of Association
ASHBURY RAILWAY CARRIAGE & IRON COMPANY LTD. Y. RICHE
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Memorandum & Article of Association
ASHBURY RAILWAY CARRIAGE & IRON COMPANY LTD. Y. RICHE
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Memorandum & Article of Association
The words :
Ultra means beyondVires means the powersUltra Vires means beyond the powersA company which owes its incorporation to statutory authority cannot effectively do anything beyond the powers expressly or impliedly conferred upon it by the statute or Memorandum of Association.
DOCTRINE OF ULTRA VIRES
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Memorandum & Article of Association
From one premises to another premises in the same city, town or village
By passing a resolution of Board of DirectorsALTERATION OF REGISTERED OFFICE
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Memorandum & Article of Association
From one town or city or village to another town or city or village in the same state
Special Resolution.Confirmation of Regional Director when jurisdiction of Registrar of companies is changed.Copy of (i) & (ii) to be filed with ROC.Notice of new location to ROC within 30 days.ALTERATION OF REGISTERED OFFICE
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Memorandum & Article of Association
From one state to another state
Special ResolutionConfirmation of Central Govt.For certain Purposes only(As given in section 17)
ALTERATION OF REGISTERED OFFICE
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Memorandum & Article of Association
ALTERATION OF LIABILITY CLAUSE
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Memorandum & Article of Association
ALTERATION OF CAPITAL CLAUSE
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Memorandum & Article of Association
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