Commercial Correspondence and Secretarial Practice · Ch 4 — Memorandum of Association
Contents of the Memorandum — the Six Clauses at a Glance
4
Contents of the Memorandum — the Six Clauses at a Glance
Section 4(1) of the Companies Act, 2013 prescribes what every company's Memorandum of Association must contain, and company law traditionally organises these requirements into six clauses. Each clause performs a distinct legal function, and the sections that follow this one take up each clause in turn. The table below gives the overview a student should be able to reproduce before going into the detail of any single clause.
| Clause | What it must state | Governing provision |
|---|---|---|
| Name Clause | The name of the proposed company, ending in "Limited"/"Private Limited" as applicable (unless licensed under Section 8 to omit it) | Section 4(1)(a) |
| Registered Office (Situation) Clause | The name of the State in which the company's registered office is to be situated | Section 4(1)(b) |
| Objects Clause | The objects for which the company is proposed to be incorporated, and any matter considered necessary in furtherance of those objects | Section 4(1)(c) |
| Liability Clause | The nature and extent of the liability of members — limited by shares, limited by guarantee, or unlimited | Section 4(1)(d) |
| Capital Clause | The amount of share capital with which the company is to be registered and its division into shares of a fixed denomination (for a company having share capital) | Section 4(1)(e) |
| Subscription (Association) Clause | The declaration of the subscribers that they desire to form a company and agree to take the shares stated against their names | Section 4(1)(f), read with Section 4(6) |