Typical Memorandum of Association
UNDER THE COMPANIES ACT 2013
TABLE -A
A COMPANY LIMITED BY SHARES
MEMORANDUM OF ASSOCIATION
OF
……………………… LIMITED
I. The name of the company is …………………….. LIMITED
II. The Registered Office of the Company will be situated in the State of West Bengal.
III. The objects for which the Company is established are:
(A) The objects to be pursued by the company on its incorporation are:-
(To be filled in)
(B) Matters which are necessary for furtherance of the objects specified in clause 3(a) are
1. To apply for tender, purchase or otherwise acquire any contracts, sub-contracts, licenses and concession for or in relation to the objects or business herein mentioned or any of them and to undertake, execute, carry out, dispose of or otherwise earn to account the same.
2. To employ officers, clerks, agents, field officers, canvassers, branch officers, auditors, laborers and other employees and brokers or commission agents and to pay or provide for the payment to them of such salaries, commission, brokerage or remuneration as may be found fit, expedient, necessary or desirable.
To open bank account
3. To open, operate or close accounts of every description with any bank or bankers as may from time to time be thought fit and do all acts necessary for the purpose.
To borrow and mortgage.
4. To borrow money from banks, financial institutions or any other person whether with or without security and such terms and in such manner as the company may think fit and for the said purpose to execute all such documents as may be required to encumber or charge (including hypothecation, pledge, mortgage) deal with any properties of the company.
To insure property
5. To insure any of the persons, properties, undertakings contracts, guarantee or obligations or profits of the Company, of every nature and kind in any manner whatsoever.
To promote Companies
6. To be interested in, promote, assist, in the promotion or undertake the formation and establishment of business, firms, institutions or companies in India or elsewhere with objects wholly or partly similar to those of the company or for the purpose of acquiring all or any of the properties, rights and liabilities of the Company, or for any other purpose.
To acquire business
7. To acquire and take over as a going concern by purchase of, or on lease and to undertake, to carry on the whole or any part of the business together with the goodwill and trade name, property rights, and liabilities of any business, any part of the purposes of which is within the objects of the Company or which the Company is authorized to carry on and to pay for same by shares, debentures, debenture stock, bonds, cash or otherwise and to conduct and carry on or liquidate and wind up any such business.
To enter into contracts
8. To enter into, make and perform contracts and arrangements, of every kind and description with corporate body, state or central government or any companies, firms or persons that may seem conducive to the company's objectives or any of them and to obtain from any such authority any rights, privileges, charters, contracts, concessions, licences or purchase and sale of any kind of goods, machinery, spare parts, securities, shares, stocks, debentures, which the Company for the time being may think desirable to obtain and to carry out, exercise and comply with such arrangements, rights, privileges and concessions.
Sale or lease of undertaking
9. To acquire and take over as a going concern by purchase of, or on lease and to undertake, to carry on the whole or any part of the business together with the goodwill and trade name, property rights, and liabilities of any business, any part of the purposes of which is within the objects of the Company or which the Company is authorized to carry on and to pay for same by shares, debentures, debenture-stock, bonds, cash or otherwise and to conduct and carry on or liquidate and wind up any such business.
To enter into contracts
10. To lease, sublet, mortgage, charge, sell or otherwise dispose of any property of the company either absolutely or conditionally and in such manner and upon such terms and conditions in all respects as may be thought fit and to accept payment or satisfaction for the same in cash or otherwise.
To amalgamate, enter into partnership
11. To amalgamate, enter into partnership or into any agreement for sharing profits, union of interest, co-operation, joint ventures, or reciprocal concessions for limiting competition with any person or company carrying on or engaged in, or about to carry on or engage in any business or transaction which the Company is authorized to carry on or engage in or which can be carried on in conjunction therewith.
To build and construct works
12. To construct, maintain, develop, work, manage, carry out or control any offices, buildings, warehouses, factories, laboratories, garages, shops, stores and erections of every description and any roadways and other works and conveniences which the company may think directly or indirectly conducive to the objects of interest of the company and to contribute or otherwise assist or take part in the construction, improvement, maintenance, working management or development or carrying out or control thereof.
To receive money on deposit, lend and guarantee
13. To lend and advance money or give credit to such persons or companies and on such terms as may seem expedient, and in particular to customers and others having dealings with the Company, and to guarantee the performance of any contract or obligation and the payment of money of or by any such persons or companies, and generally to give guarantees and indemnities.
To accept bills
14. To draw, make, accept, endorse, discount, execute, issue, negotiate, assign and otherwise deal in cheques, drafts, bills of exchange, promissory notes, hundies, debentures, bonds, bills of lading, railway receipts, warrants and all other negotiable or transferable instruments.
To advertise
15. To advertise the products and services of the company by all permissible means including but not limited to the Internet and other electronic media, the press, circulars, posters, exhibitions, periodicals, contests and sponsorship of events.
To participate in exhibition
16. To encourage, organize, promote and participate in exhibition, trade fairs, demonstrations of any kind or variety, cinema or dramatic shows, clubs, associations, movements or activities of any kind or variety likely to promote the interests of the Company.
To establish and maintain agency
17. To establish branches or agencies whether by means of local boards or otherwise anywhere in India or elsewhere at any place or places throughout the world for the purpose of enabling the Company to carry on its business more efficiently and to discontinue and reconstitute any such branches or agencies.
To acquire membership
18. To acquire and secure membership, seat or privilege either in the name of company or its nominee or nominees in and of any association, exchange, market, club or other institution in India or any part of the world for furtherance of any business, trade or industry.
To provide for welfare of directors, employees
19. To provide for the welfare of the Directors, ex-Directors, employees or ex-employees of the company or its predecessors in business and the wives and families or the dependents or connections of such person by building of bonuses, dwellings or quarters or by grants of money, pensions, gratuities, allowances, bonuses, awards, profits-sharing or other schemes.
To make donations
20. To subscribe or contribute or otherwise assist or to grant money to charitable, benevolent, religions, scientific, national, public, political, institutions, objects or purposes or for any exhibition.
Distribution of specie
21. To distribute any of the property of the Company among the member in specie or kind in the event of winding up and subject to the provisions of the Companies Act, 2013.
To register and protect intellectual property
22. To apply for purchase, or otherwise acquire, and protect and renew in any part of the world any patents, patent rights, copy-rights, trade marks, designs, licenses, concessions, and the like, conferring any exclusive or limited right to their use, or any secret or other information as to any invention which may seem capable of being used for any of the purposes of the Company, or the acquisition of which may seem calculated directly or indirectly to benefit the Company, and to use, exercise, develop, or grant licenses in respect of, or otherwise turn to account the property, rights or information so acquired, and to expend money in experimenting upon, testing, or improving any such patents, inventions or rights.
To make arrangements with authorities
23. To enter into any arrangements with any Governments or authorities, supreme, municipal, local or otherwise, or any person or company that may seem conducive to the objects of the Company, or any of them, and to obtain from any such Government, authority, person or company any rights, privileges, charters, contracts, licenses, and concessions which the Company may think it desirable to obtain and to carry out, exercise and comply therewith.
To acquire technical information, technical know-how
24. To enter into collaboration and/or joint venture for sharing profits, for the setting up of industries and plants and/or for the supply of plant, machinery, tools, equipment, technical know-how, technical assistance, license, patents, instruments and things with any person or company or suppliers or other agents, and associates and/or local and/or foreign governments.
To procure registration in other countries
25. To get the company registered or incorporate or recognized in any part of the world in accordance with its laws for the time being at such place.
Preliminary and underwriting expenses
26. To pay out of the funds of the Company all expenses which the Company may lawfully pay with respect to the formation and registration of the Company or the issue of its capital, including brokerage and commissions for obtaining application for or taking, placing or underwriting or producing the underwriting of shares, debentures or other securities of the Company.
To refer to arbitration
27. To refer all questions, disputes or differences arising between the company and any other person including a member of the company in connection with or in respect of any matter relating to the business or affairs of the company to arbitration in such manner and upon such terms as the company and such other person may mutually agree upon in each case and such reference to arbitration may be in accordance with the provisions of the Arbitration and Conciliation Act 1996 or any statutory modification or replacement thereof and to institute legal proceedings or defend any proceedings in relation to such arbitration and to appoint advocates, consultants or advisors in this behalf.
To act as or employ agents
28. To do all or any of the above things as principals, agents, consignors, consignees, contractors, trustees or otherwise and by or through trustees, agents or otherwise and either alone or in conjunction with others.
IV) The Liability of the members is Limited and this liability is limited to the amount unpaid, if any, on the shares held by them.
V) The Authorised share capital of the company is Rs. 15,00,000/-(Rupees Fifteen Lakh Only) divided into 1,50,000 equity shares of Rs. 10/- (Rupees Ten Only) each.
6. We, the several persons, whose names and addresses are subscribed, are desirous of being formed into a company in pursuance of this memorandum of association, and we respectively agree to take the number of shares in the capital of the company set against our respective names:
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S.No.
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Subscriber Details
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Name, Address, Description and Occupation
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DIN/PAN/ Passport Number
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No of Shares Taken
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DSC
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Dated
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Total Shares Taken
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Signed Before Me
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Name
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Address, Description and Occupation
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DIN/PAN/Passport / Number/ Membership Number
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DSC
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Dated
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Format of Articles of Association
UNDER THE COMPANIES ACT 2013
A COMPANY LIMITED BY SHARES
ARTICLES OF ASSOCIATION
OF
…………………………LIMITED
Interpretation
I. 1. In these regulations—
(a) “the Act” means the Companies Act, 2013,
(b) “the seal” means the common seal of the company.
2. The Company, being a “Private Limited Company” within the meaning of Section 2(68) of Act the following provisions shall have effect namely:
a) The minimum paid up share capital of the Company shall be as may be prescribed.
b) The right of transfer of shares in the Company shall be restricted in the manner hereinafter provided in these Articles.
c) The number of members of the time being for the Company (not including persons who are in the employment of the Company and persons who, having been formerly in the employment of the Company, were the members of the Company while in that employment and have continued to be members after the employment ceased) shall not exceed two hundred but where two or more persons hold one or more shares in the Company jointly, they shall, for the purpose of this paragraph, be treated as a single member.
d) Any invitation to the public to subscribe for any securities of the Company is hereby prohibited.
3. Unless the context otherwise requires, words or expressions contained in these regulations shall bear the same meaning as in the Act or any statutory modification thereof in force at the date at which these regulations become binding on the company.
Share capital and variation of rights
II. 1. Subject to the provisions of the Act and these Articles, the shares in the capital of the company shall be under the control of the Directors who may issue, allot or otherwise dispose of the same or any of them to such persons, in such proportion and on such terms and conditions and either at a premium or at par and at such time as they may from time to time think fit.
2. (i) Every person whose name is entered as a member in the register of members shall be entitled to receive within two months after incorporation, in case of subscribers to the memorandum or after allotment or within one month after the application for the registration of transfer or transmission or within such other period as the conditions of issue shall be provided,—
(a) one certificate for all his shares without payment of any charges; or
(b) several certificates, each for one or more of his shares, upon payment of twenty rupees for each certificate after the first.
(ii) Every certificate shall be under the seal and shall specify the shares to which it relates and the amount paid‐up thereon.
(iii) In respect of any share or shares held jointly by several persons, the company shall not be bound to issue more than one certificate, and delivery of a certificate for a share to one of several joint holders shall be sufficient delivery to all such holders.
3. (i) If any share certificate be worn out, defaced, mutilated or torn or if there be no further space on the back for endorsement of transfer, then upon production and surrender thereof to the company, a new certificate may be issued in lieu thereof, and if any certificate is lost or destroyed then upon proof thereof to the satisfaction of the company and on execution of such indemnity as the company deem adequate, a new certificate in lieu thereof shall be given. Every certificate under this Article shall be issued on payment of twenty rupees for each certificate.
(ii) The provisions of Articles (2) and (3) shall mutatis mutandis apply to debentures of the company.
4. Except as required by law, no person shall be recognised by the company as holding any share upon any trust, and the company shall not be bound by, or be compelled in any way to recognise (even when having notice thereof) any equitable, contingent, future or partial interest in any share, or any interest in any fractional part of a share, or (except only as by these regulations or by law otherwise provided) any other rights in respect of any share except an absolute right to the entirety thereof in the registered holder.
5. (i) The company may exer
