Sentences or contents of councilor’s memorandum
(Clauses or Contents of Memorandum of Association) The following are the sentences of the Councilor’s memorandum
(1) Name Clause This is the important and first sentence of the semen rule. in which the name of the company is mentioned. Before deciding the name of the company, it is necessary to get approval by sending an application to the Registrar. No company can be registered under such names which— (i) are undesirable in the eyes of the Central Government. (ii) is the one who deceives the public. (iii) prohibited under the Emblems and Names Act, 1950, such as the United Nations (U.N.O.); The National Flag of the World Health Organization (W.H.O.) and the seal of the Indian Central or State Government, etc.
It is not necessary for every company to write the word ‘company’ at the back of its name, but it is necessary to write the word ‘Limited’ in the case of a public company and ‘Private Limited’ in the case of a private company. Companies established for charitable purposes may, with the permission of the Central Government, remove the word ‘Limited’ from their names. Every company should get its name written on a board outside its registered office.
(2) Place or Registered Office Clause At the end of this sentence, the company has to give the name of the state in which the registered office of the company is situated; For example, if the registered office of a company will be located in Kanpur, then in the memorandum, not writing the address of the office located in Kanpur, only the name of the state of Uttar Pradesh will have to be written.
An address for correspondence to the applicant of the registration of the company is communicated to the registrar so that correspondence can be done with the company till the relocation of the registered office of the company. Intimation of this address is sent to the Registrar in whose jurisdiction the registered office of the proposing company is to be established. Every company shall have a registered office from the day of its amalgamation. This office shall be deemed to be competent to receive all types of notices sent to the company and to give receipt of the same. Each A shall, within 30 days of his amalgamation, submit to the Registrar a certification of his registered office.
Every company shall write or hang or affix its name with the address of the registered office in conspicuous language outside each of its offices and places of business and shall retain the same. In addition, each company shall have its name and registered office address printed on its corporate identification number, telephone number, fax number, e-mail and website address on the title of its business letters and hearts.
(3) Objective Clause This sentence is the most important sentence of the company’s memorandum. Under this, all the objectives are described for the fulfillment of which the company is being formed. Great care should be taken in preparing this sentence because it is not possible to change it easily. The objective sentence sets the boundaries of the company’s scope of work. According to the provisions of the Companies Act 2013, the objectives of the company will be written as follows in the Objective Sentence.
(a) the objects of the company for which the company is proposed to be amalgamated.
(b) any other object considered necessary for the promotion of these objects. Any company may do any act necessary for the fulfillment of the objectives set forth in the object clause of its memorandum. Therefore, nothing should be mentioned in this sentence, which affects the working area of the company in the opposite condition, all the work done outside the objectives will be outside the rights (Ultra Vires).
(4) Liability Clause – According to section 13(2) of the Companies Act, it is necessary to mention in the councilor memorandum of the company limited by every shares and by guarantee that the liability of the members is limited. Apart from this, if a company has taken permission from the Central Government regarding not using the words ‘Limited’ or ‘Private Limited’, then such company is required to give details of the liability of the members. The liability of the members in a company limited by shares is limited to the unpaid amount of the face value of the shares purchased by them. In the case of a company limited by guarantee, the amount of guarantee given by them is limited. In the clause of liability clause of the councilor memorandum of the company limited by the guarantee of share capital, along with the promise to pay the amount of the guarantee of the members, the liability to pay the unpaid amount on the shares held by them is also mentioned.
(5) Capital Clause – In the case of a company limited by shares, under the capital clause of the councilor’s memorandum, the authorized capital of the company and its division into shares of fixed value is mentioned. This is the maximum capital of the company. This should be decided keeping in mind the business requirements of the company. It is to be noted that there is no capital clause in the memorandum of the company which does not have share capital.
(6) Association and Subscriber Signature Clause This is a very important sentence of the Councilor Memorandum, in which the person signing the Councilor Memorandum of the company expresses his desire to form a company under this councilor memorandum. Signed by at least 7 persons in the case of a public company and by at least 2 persons in the case of a private company. If a private company is registered as a one person company, then its memorandum is signed by only one subscriber.
It is particularly noteworthy that no subscriber to the memorandum can withdraw his name after the amalgamation of the company. The name, surname, caste, address, occupation, nationality etc. of each subscriber are mentioned in the subscriber clause of the memorandum of the company. Not only this, their proof of identity has to be mentioned for their certification. If the subscriber is a body corporate, then the details prescribed by the Central Government have to be given. The signature of each subscriber has to be attested by a witness. The language of this sentence is as follows
“We all persons whose names and addresses are given below, are desirous that we may be formed as a company in accordance with this Councilor’s Memorandum and we agree to take the shares written next to our name in the share capital of the company.” Huh.”
In the case of a company without share capital, the declaration shall be as follows: “We are various persons whose names and addresses are given with signatures, desirous of forming a company in accordance with this Memorandum of Understanding. ”
In the case of a one person company, the declaration shall be as under: “I am desirous of forming the company in accordance with this memorandum in whose name and address is given below and undertake to take all the shares out of the share capital of the company.” A company In the case of a one person company without share capital, this declaration will be as follows
“I am desirous of forming a company in pursuance of this memorandum, whose name and address are given below.”