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Explain briefly any four clauses of Memorandum of Association. |
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Answer» (a) Name Clause. (b) Registered office clause. (c) Objects clause. (d) Liability clause. (e) Capital clause. (f) Association clause. Detailed Answer : (a) The name clause : This clause contains the name of the company with which the company will be known, which has already been approved by the Registrar of Companies. (b) Registered office clause : This clause contains the name of the state, in which the registered office of the company is proposed to be situated. The exact address of the registered office is not required at this stage but the same must be notified to the Registrar within thirty days of the incorporation of the company. (c) Objects clause : This is probably the most important clause of the memorandum. It defines the purpose for which the company is formed. A company is not legally entitled to undertake an activity, which is beyond the objects stated in this clause. (d) Liability clause : This clause limits the liability of the members to the amount unpaid on the shares owned by them. For example, if a shareholder has purchased 1000 shares of Rs.10 each and has already paid Rs.6 per share, his/her liability is limited to Rs. 4 per share. Thus, even in the worst case, he/she may be called upon to pay Rs. 4, 000 only. (e) Capital clause : This clause specifies the maximum capital which the company will be authorised to raise through the issue of shares. The authorised share capital of the proposed company along with its division into the number of shares having a fixed face value is specified in this clause. For example, the authorised share capital of the company may be Rs. 25 with divided into 2.5 lakh shares of Rs.10 each. The said company cannot issue share capital in excess of the amount mentioned in this clause. (f) Association clause : In this clause, the signatories to the Memorandum of Association state their intention to be associated with the company and also give their consent to purchase qualification shares. The Memorandum of Association must be signed by at least seven persons in case of a public company and by two persons in case of a private company. |
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