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    Company Law and Secretarial Practice

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    sowmyaajjampur
    1. The purpose of Memorandum of Association is to enable shareholders, creditors and those dealing with the company to know its permitted business activities. 2. A company can change its name through a special resolution due to mistakes in registration, government directive, or its own accord. 3. Reduction of share capital involves a special resolution, consent of directors, and filing documents with the registrar.

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    Company Law and Secretarial Practice

    Uploaded by

    sowmyaajjampur
    339 views22 pages
    1. The purpose of Memorandum of Association is to enable shareholders, creditors and those dealing with the company to know its permitted business activities. 2. A company can change its name through a special resolution due to mistakes in registration, government directive, or its own accord. 3. Reduction of share capital involves a special resolution, consent of directors, and filing documents with the registrar.

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    1. The purpose of Memorandum of Association is to enable shareholders, creditors and those dealing with the company to know its permitted business activities. 2. A company can change its name through a special resolution due to mistakes in registration, government directive, or its own accord. 3. Reduction of share capital involves a special resolution, consent of directors, and filing documents with the registrar.

    Copyright:

    Attribution Non-Commercial (BY-NC)
    Download as PPTX, PDF, TXT or read online from Scribd
    Download as pptx, pdf, or txt
    339 views22 pages

    Company Law and Secretarial Practice

    Uploaded by

    sowmyaajjampur
    1. The purpose of Memorandum of Association is to enable shareholders, creditors and those dealing with the company to know its permitted business activities. 2. A company can change its name through a special resolution due to mistakes in registration, government directive, or its own accord. 3. Reduction of share capital involves a special resolution, consent of directors, and filing documents with the registrar.

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    6 66
     
     

    ³The purpose of Memorandum of


    Association is to enable the share holders,
    creditors and those who deal with the
    company to know what its permitted
    range of enterprise is.´

    - Lord Macmillan

      6 66
     
     
    r 

    wame Registered
    Objects
    office

    Association
    Liability Capital or subscription
    
     
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     ë
    ë ë ë
     ë 

     When a company is registered with a name which


    is identical with or similar to the name of an
    existing company by mistake.
     When central government directs a company to
    change its name.
     When a company wants to change its name of its
    own accord.
     When a company wants to add or delete the word
    ¶private· from its name.
        
    
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     o carry on its business more economically.
     o attain its main purpose by new means.

     o enlarge its local area of operation.

     o amalgamate the company with any other


    company.
     o sell or dispose of the whole or any part of the
    undertaking of the company.
     m  
    ÿMassing of special resolution at the extraordinary general
    meeting.
    ÿ Filing of a copy of the special resolution with the Registrar.

    ÿObtaining the confirmation of the company law board.

    ÿFiling of a certified copy of confirmation order of the company


    law board with the Registrar.
    ÿFiling of the altered copy of the memorandum of association
    with the Registrar.
    ÿObtaining the certificate of registration of the change.
    [  ë

    º è Latin words ² ¶ultra· and ¶vires·.


    º ¶Ultra· means ¶beyond·.

    º ¶Vires· means ¶powers·.

    º ¶ultra vires· literally means doing an act which is


    beyond the legal powers of a company.
    -m  
      
    

    ëcts ultra vires the directors.


    ëcts ultra vires the articles of
    association.
    ëct ultra vires the memorandum of
    association
    ë ë ë  ë 
    he liability clause of a limited company cannot
    be altered so as to make the liability of the members
    unlimited.

    However, the liability clause can be altered so as


    to make the liability of the directors, managing
    director or manager of the company unlimited.

    ënd it may be noted that the unlimited liability of


    the members of an unlimited company may be
    changed to limited company.
     m      
        m
      
    
      m  
      
    uMassing of special resolution.
    uObtaining of consent of the directors, managing
    directors or manager.
    uFiling of a copy of the special resolution with the
    Registrar.
    uFiling of an altered copy of the memorandum with
    the Registrar.
     m      
         
     m   
     
    uMassing of a special resolution.
    uObtaining the court·s confirmation.

    uFiling of a copy of the special resolution with the Registrar.

    uFiling of a copy of the court·s confirmation order with the


    Registrar.
    uObtaining the certificate of registration from the Registrar.
     m      
         
     m   
     
    uMassing of a special resolution.

    uObtaining the court·s confirmation.


    uFiling of a copy of the special resolution with the Registrar.

    uFiling of a copy of the court·s confirmation order with the


    Registrar.
    uObtaining the certificate of registration from the Registrar.
        m 
    m

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