Contents of the Memorandum of Association

The contents of the Memorandum of Association are detailed out below.

Purpose of Memorandum

      Shareholders must know the field of business in which their money is going to be used and the risks involved in the investment.

      Outside allies of the company must also know the objects of the company.

Printing and Signing of Memorandum

      The memorandum of association should be divided into paragraphs and should be numbered consecutively before printing.

      At least one witness should be present while a subscriber signs the association.

Form of Memorandum                 

      The Memorandum of Association should be in the form B, C, D, or E tabular form in accordance with the Companies Act, 1956.

Contents of Memorandum

The following clauses should be included in the Memorandum of association of each and every company.

      The word “limited” or the word “private limited” are required to be added as suffixes at the end of the name of a public company or a private company respectively.

      The main objectives of the company.

      The objectives auxiliary to the main objectives of the company.

Shares capital

In case of a company having its capital in shares,

      Each subscriber shall take at least one share and shall write his name opposite to the number of shares he takes.

      A company limited by guarantee should ensure that each member contributes a certain sum to the assets of the company.

Doctrine of Ultra Vires

      A company can invoke all its powers as allowed by the Companies Act, 1956.

      Everything else is Ultra Vires (“Ultra” means beyond and “Vires” means power).

      A company acting Ultra Vires means it is acting illegal in the eyes of the law.

Ultra Vires by the Directors

      If a transaction is made by a Director beyond the power of a Director but within the power of the company, the shareholders can rectify it in a general meeting.

      Any irregularities can be cured by the consent of the shareholders, if the act is within the reach of the company.