CHANDIGARH UNIVERSITY

UNIVERSITY INSTITUTE OF LEGAL STUDIES

LAW( Legal studies)
Corporate Law I
LLT 330
SUMIT SHARMA

CLASSIFICATION OF COMPANY DISCOVER . LEARN . EMPOWER

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 Course Outcome
CO Level
Number

CO-1 The students will be able to define the word company and identify various
kinds of companies
CO-2 The students will be able to classify,  compare and relate securities of the
company like Shares, debentures etc. 

CO-3 The students will be able to sketch the documents required for registration
of a company and its prospectus.

CO-4 The students will be able to connect and relate different doctrines of the
subject and illustrate the same.

CO-5 The students will be able to judge ,criticize  and defend the working of any
company according to company laws

CO-6 The students will be able to design the company.

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Documents for incorporation of company
Documents for registration of company

MEMORENDUM OFASSOCITAION. OTHER DOCUMENTS

SECTION -4 ARTICLE OF ASSOCITAION i.e. AFFIDEVIT etc.
SECTION=5

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DEFINITION OF MOA
• Section 2(56) of the Companies Act,2013

•  “memorandum” means the memorandum of association of

a company as originally framed or as altered from time to time in
pursuance of any previous company law or of this Act.

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 MEMORANDUM OF ASSOCITAION – (SECTION -4 )

M.O.A. stands for Memorandum of Association (Section-4)

It contains five clauses
M.O.A

NAME CLAUSE CAPITAL CLAUSE

OBJECT CLAUSE

LIABILITY CLAUSE
REGISTERED OFFICE CLAUSE

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 NAME CLAUSE

 In the name clause of the M.O.A. name of the company should be mention (i.e.xyz pvt ltd co.)
 Conditions relating to name -:
 Name should not be identical
 Name should not be resemble with the name of the company which is already registered
 Name should not be undesirable name(As per central govt.)

 Before mentioning the name of the company the members have to observe the above
conditions

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REGISTERED OFFICE CLAUSE

In registered office clause the address of the registered office of the
company should be mention by the members.
This clause lists of the locations where the company operates and can
be located.
The physical location of a registered office determines the jurisdiction it
falls under, as well as which court a Registrar of Companies it’s
registered with.
 In addition, it also states the full address of the registered office, which
simplifies communications.
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OBJECT CLAUSE
This clause specifies the objects for which the company is formed.
It is difficult to alter the objects clause later on.
Hence, it is necessary that the promoters should draft this clause
carefully.
This clause mentions all possible types of business in which a
company may engage in future.
The objects clause must contain the important objectives of the
company and the other objectives not included above.

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Liability Clause
• This clause states the liability of the members of the company.
• Liability of the members can be decided by following two ways

Liability of the members

Limited by shares  Limited by guarntee

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Capital Clause 

• This clause mentions the maximum amount of capital that can be

raised by the company.
• The division of capital into shares is also mentioned in this clause.
• The company cannot secure more capital than mentioned in this
clause.
• If some special rights and privileges are conferred on any type of
shareholders mention may also be made in this clause.

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Alteration of Memorandum in different clauses

• Alteration in the Name clause of Memorandum

1) If the company itself wants to change its name, then this alteration
in the name clause of Memorandum will come under clause Section
13.
2) Whereas for any kind of rectification in the name of the company,
then the alteration will come under clause section 16 which
requires approval from the Central Government.

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Alteration in the Name clause of Memorandum

• A company can change its name at any time by any of the following
ways:-

By obtaining the approval of the Central

By passing a special resolution.
Government.

Conditions for Alteration in the Name:-

The change of name shall not be allowed to a company which has defaulted in filing its :-
Annual returns
Financial Statements
Any document due for filing with Registrar
repayment of matured deposits or debentures or interest on deposits or debentures

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Alteration of the Registered Office Clause

• Shifting of the registered office from one state or UT to another

state –
1. An application under sub-section (4) of section 13 is filed with the
Central Government
2. Copy of MOA (Memorandum of Association) with proposed
alterations.
3. A copy of the details of the general meeting at which the resolution
authorizing such alteration was passed.
4. A copy of Board Resolution or Power of Attorney.

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CONTD.
• Shifting of the Registered Office outside the local limits of any city,
town or village: 
• The company, in such a case, has to pass a special resolution. The
company has to give the notice of the change of the Registered Office
to the Registrar within 15 days of the change, who shall record the
same.

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CONTD.
• Shifting of the Registered Office from the jurisdiction of one
Registrar to the jurisdiction of another Registrar within the same
state: 
• The company, in such a case has to pass a special resolution and the
change must be confirmed by the Regional Director. 

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CONTD.
• Shifting of Registered Office from one State or Union territory to
another State:
• The alteration of the Memorandum relating to the place of the
registered office from one state to another requires
• Passing of the special resolution, and
• Approval of the Central Government

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ALTERATION IN OBJECT CLAUSE
• Convene A Board Meeting  To alter the object clause in memorandum
of association of Company By giving Notice of at least 7 days.

• Hold the Board Meeting =  Pass Special Resolution and after this
conduct G.M.

• General meeting:-  Pass Special Resolution,

• Filing of Resolutions and agreements to the Registrar under section

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Alteration of the Capital Clause

• Alteration of the Capital Clause

An increase of its share capital by issue of new shares.

Consolidation of existing shares into shares of larger amounts.
Conversion of fully paid shares into stock or vice versa.
Cancellation of unissued shares

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Alteration of the Capital Clause
The steps followed for the Alteration in Share Capital are as follows:
• Issue a Board notice with the agenda of the meeting at least 7 days before the date of the meeting.
• Hold a Board Meeting
• Pass the Resolution for the Alteration of Share Capital in the Board meeting.
• The Resolution passed is subject to the approval of Shareholders Meeting.
• For holding a Shareholders Meeting, fix the date, time and venue for the meeting.
• Director is authorized to send notice of the Shareholders meeting to the Shareholders.
• The notice for a Shareholders meeting should be issued at least before 21 days of the meeting
• Hold a Shareholders meeting
• Pass the Resolution with the consent of the majority shareholders.
• After passing of the Resolution, the Registrar of the Companies (RoC) should be notified about the Alteration
in Capital within 30 days of the passing of Resolution. If the Registrar is not notified about the Alteration within
30 days, then the company or its officers will be liable to pay a fine up to 10,000 Rupees for each day of delay
and which can be extended to 5 lakh Rupees.

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Alteration of the Liability Clause

• The alteration of the Liability Clause restricts the liability of the

Directors.
• The liability clause can be unlimited by passing a special resolution
which should be filed with the Registrar within a period of 30 days.

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What are the steps required for Alteration in MOA?

• A Notice of Board meeting is issued at least 7 days before the date of

Board meeting.
• In the board meeting, a board resolution is being passed for the
alteration in MOA subject to approval of shareholder meeting.
• Fix the date, time and venue for convening the shareholder meeting.
• A notice of Shareholder meeting is issued at least 21 days before the
date of shareholder meeting.
• After the shareholder’s resolution is being passed,Form MGT-14 is filed
within 30 days from passing of the special resolution along with the
Explanatory statement, altered copy of MOA.
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Conclusion

• Memorandum of association of any company defines the scope of its

activities that are required for the Incorporation of the company.
• Any such alteration in the MOA of a company is a very complicated
and lengthy procedure and carried out only by a special resolution at
the shareholder meeting.

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REFERANCES-:
Taxt books -:
COMPANY LAW,BY AVTAR SINGH
Company Law Ready Reckoner by R Suryanarayayan
Corporate law containing Company’s Act, 2013 by Ravi Pulian
COMPANY ACT 2013 (BARE ACT)UNIVERSAL
EBOOK- http://ebook.mca.gov.in/default.aspx

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THANK YOU

Made -By SUMIT SHARMA