...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...
Words: 311 - Pages: 2
...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
...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
...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 effect of the doctrine of constructive notice is harsh on the outsider who does business with a company. An outsider who does business with...
Words: 2872 - Pages: 12
...UNIVERSITY OF PETROLEUM & ENERGY STUDIES College of legal studies Project :- right to form association & reasonable Restriction on it submitted to :- Mr. Aravindan Anandan submitted by :- Ebad khan R450213041 Sec a Acknowledgement The success and final outcome of this project required a lot of guidance and assistance from many people and I am extremely fortunate to have got this all along the completion of my project work. I respect and thank Mr. Aravindan Anandan , for giving me an opportunity to do the project work on “RIGHT TO FORM ASSOCIATION & REASONABLE RESTRICTION ON IT” and providing support and guidance which made me complete the project on time. I am extremely grateful to him for providing such a nice support and guidance though he is having a busy schedule in managing the college affairs. I would not forget to remember Mr. ANURAG PANDEY , my senior who gave constructive ideas for the project and helped me with the presentation part of the project. I am thankful to and fortunate enough to get constant encouragement, support and guidance from my parents who helped me in successfully completing our project work. Also, I would like to extend our sincere regards to the staff of department of library for their timely support. TABLE OF CONTENTS :CHAPTER – 1 : INTRDUCTION RIGHT TO FORM ASSOCIATION RIGHT OF ASSOCIATION AND GOVERNMENT EMPLOYEES RIGHT TO FORM ASSOCIATION AND ARMED FORCES REASONABLE RESTRICTION CHAPTER – 2 : GROUNDS ON WHICH RESTRICTION IS IMPOSED...
Words: 3375 - Pages: 14
...MEMORANDUM AND ARTICLES OF ASSOCIATION OF THE FEDERATION OF PAKISTAN CHAMBERS OF COMMERCE & INDUSTRY (FPCCI) (INCORPORATING AMENDMENTS UPTO 9TH SEPTEMBER 2002) PUBLISHED AND ISSUED BY THE FEDERATION OF PAKISTAN CHAMBERS OF COMMERCE & INDUSTRY FEDERATION HOUSE, MAIN CLIFTON, KARACHI ii INDEX (MEMORANDUM OF ASSOCIATION) SR. 1. 2. 3. SUBJECT Name Offices Objects SECTION Section 1 Section 2 (i,ii,iii) Section 3 (i to xxix) Section 4 Section 5 PAGE 1 1 1-3 3 3 3 3 3 3-5 4. Liability of Members Section 6 and Section 7 5. 6. Jurisdiction Right of Amendment Section 8 Section 9 iii INDEX (ARTICLES OF ASSOCIATION) SR. 1. 2. SUBJECT Definitions Membership: Classes of Members Admission Fee & Subscription Cessation of Membership Membership Registers Functions General Body Managing Committee: Composition Elections Term of Office Frequency of Meetings Quorum Powers Zonal Committees The President The Vice President Secretaries Meetings of the General Body: Annual General Meeting Extra-ordinary or Special General Meeting Meetings on Requisition Quorum Notices of Meetings Conduct of Business Voting Rights Notice on Members Preliminary Expenses Audit Indemnity Seal Winding up Confirmation of any Alterations to Rules Right of Amendment ARTICLE NO. 1 to 3 4 to 6 7& 8 9 & 10 11 12 13 14 15 16 17 18 19 20 to 23 24 25 26 & 27 28 29 30 to 33 34 35 36 to 39 40 & 41 42 43 44 to 48 49 & 50 51 52 53 to 54 55 PAGE 6-7 7 7-8 8 8 8-9 9...
Words: 8084 - Pages: 33
...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
...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
...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
...Flautistas Association Constitution Established 2013 Article I – Name Section 1: The name of this organization will be the Flautistas Association at the University of Texas-Pan American (Flautistas Association at the University of Texas-Rio Grande Valley as of Fall 2015). Article II – Purpose Section 1: The purpose of the Flautistas Association will be to inspire and enrich the community through music. Our mission is to promote music involvement, spread awareness and musical entertainment to the community, educate individuals and inspire and cultivate artistic excellence. Article III – Membership Requirements Section 1: Membership will be open to everyone regardless of race, color, sex, religion, national origin, age, disability, citizenship, political affiliation, veteran status, sexual orientation, gender identity, or gender expression. A. Members must be students, faculty or staff. B. The majority of active membership must be enrolled students of UTRGV. C. Only enrolled students at UTRGV can vote and/or hold office. D. Those who have paid set dues by 2/3 majority vote will be considered Active members. E. All others will be inactive members. F. Active members must participate in all the performances organized by the Flautistas Association. G. Active members must attend 90 percent of rehearsals and scheduled meetings by the officers. Absences will be excused if set meetings conflict with a member’s enrolled classes. H. Music majors...
Words: 1414 - Pages: 6
...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
...4. Discuss the binding effects of the AA on the members of the company. Section 33(1) of the Companies Act 1965 provides that the articles of association when registered with the ROC shall bind the company and the members as if each of them has signed on the document. The members are deemed to have agreed that they will observe all the provisions in the articles. Thus, effectively, the articles of association is a statutory contract between the company and members, and between the members themselves. Section 33(1) is a codification of the common law principle. The articles of association is a contract between the company and its members. This was held by the courts in Hickman v Kent of Romney Marsh Sheep Breeders’ Association (1915) and Quins & Axtens Ltd v Salmond (1909). In Hickman, the company’s articles of association provided that if there was any dispute between the company and any members, the dispute must be referred to an arbitrator. However, Mr Hickman instead of going for arbitration, filed an action in court. The court held that Mr Hickman was bound by the article and must refer his dispute with the company to arbitration. In Quins & Axtens Ltd, the company’s articles provided that certain contracts must be approved by Salmon and Axtens. In one instant, Salmon refused to consent and the directors called for an Extraordinary General Meeting to approve the transaction. The court granted an injunction to restrain the company from acting on the member’s resolution...
Words: 271 - Pages: 2
...countries has been generally improved over the last three decades. However, many recent epidemiological studies have consistently shown positive associations between low-level exposure to air pollution and health outcomes. Thus, adverse health effects of air pollution, even at relatively low levels, remain a public concern. This paper aims to provide an overview of recent research development and contemporary methodological challenges in this field and to identify future research directions for air pollution epidemiological studies. Introduction It is well known that exposure to high levels of air pollution can adversely affect human health. A number of air pollution catastrophes occurred in industrial countries between 1950s and 1970s, such as the London smog of 1952 [1]. Air quality in western countries has significantly improved since the 1970s. However, adverse health effects of exposure to relatively low level of air pollution remain a public concern, motivated largely by a number of recent epidemiological studies that have shown the positive associations between air pollution and health outcomes using sophisticated time-series and other designs [2]. This review highlights the key findings from major epidemiological study designs (including time-series, case-crossover, panel, cohort, and birth outcome studies) in estimating the associations of exposure to ambient air pollution with health outcomes over the last two decades, and identifies future research opportunities. We do not...
Words: 8477 - Pages: 34
