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Short Answer Questions · Q6

Q.State any five clauses of the Memorandum of Association.

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✓ Free question

The Memorandum of Association, as governed by Section 4 of the Companies Act, 2013, is divided into the following clauses, five of which are:

  1. Name Clause — states the company's name, which for a public company must end with "Limited" and for a private company with "Private Limited"; the proposed name must not be identical or deceptively similar to an existing company's name.
  2. Registered Office Clause — states the State in which the company's registered office is situated, which fixes the ROC and courts having jurisdiction over the company; the precise address must be intimated to the ROC within thirty days of incorporation.
  3. Object Clause — the most important clause, setting out the main objects and the objects necessary for attaining them; the company cannot lawfully act beyond what this clause permits (the doctrine of ultra vires).
  4. Liability Clause — states whether the members' liability is limited by shares, limited by guarantee, or unlimited.
  5. Capital Clause — states the amount of share capital with which the company is registered and how it is divided into shares of a fixed denomination.

A sixth clause, the Subscription Clause, names the first subscribers to the Memorandum, each of whom must take at least one share.

✓Final answer

Five of the Memorandum's clauses are the Name Clause, the Registered Office Clause, the Object Clause, the Liability Clause and the Capital Clause (with the Subscription Clause being a sixth).

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