Clauses of Memorandums

The memorandum of association contains the following clauses −

The Name Clause

      A company (being a separate legal entity) must have a name.

      The name of a company should be unique and should not resemble the name of any other company.

      It should not contain words like king, queen, emperor or names of any government bodies.

      A public company is required to have the suffix ‘Limited’ at the end of its name.

      Private companies are required to have the suffix ‘Private Limited’ at the end of their names.

      The name of the company must be painted outside every place where business of the company is to be carried out.

Registered Office Clause

      Every company must have a registered office.

      The location of the office can be intimated to the registrar within 30 days of incorporation.

      With intimation to the registrar, a company can change its place in the same town.

      However, for changing the place of the office in a different town in the same state, a special resolution must be passed.

      To change the location of the office from one state to another, various reforms are needed to be performed on the memorandum.

Object Clause

      It determines the rights, powers and sphere of the activities of a company.

      It should be defined carefully as it is difficult for the clauses to be altered later on.

      The company cannot incorporate any activity, which is not present in the object clause.

      The subscribers to the memorandum choose the object clause.

      Shareholders are protected by the object clause as it ensures that the funds raised for the undertaking will not be used by any other undertaking.

Liability Clause

      It states that the liabilities of the shareholders are limited to the value of the shares owned by them.

      The shareholders are liable to pay the unpaid balance of their shares.

      The liabilities of the members may be limited by guarantee.

      It also contains the amount that every member of the company undertakes to contribute to the assets of the company in the event of winding up.

Capital Clause

      It states the total capital of the proposed company.

      The total number of shares of each category should be present in the capital clause.

      The exact nature of any special rights and privileges enjoyed by any shareholders must be mentioned in the capital clause.

Association clause

      The names and signatures to the memorandum of association is contained in this clause.

      At least 7 persons should sign the memorandum in case of public companies.

      At least 2 persons should sign the memorandum in case of a private company.