Memorandum and Articles of Association pt. 1

The 2015 Act does not require the memorandum to disclose the company's objects unless restricted by the articles, whereas the 1978 Act mandated that the objects be clearly defined.

The particulars include the type of company, extent of liability of its members, amount of nominal share capital, division thereof, and the registered office's location.

The 2015 Companies Act shifted the requirement from specifying the main objects and powers of the company to a more flexible approach, allowing for broader business activities.

The articles may limit the authority of the company secretary to register transfers of shares without the approval of the Board.

The memorandum of association plays a significant role in restricting the objects of the company and constitutes a foundational document that defines the relationship between the company and its members.

It was important to ensure that investors and creditors could easily ascertain the nature and scope of the company's business and powers, allowing them to make informed decisions.

The object clause restricts the company's activities to those specified within it, unless altered in accordance with the law.

Yes, a company may amend its articles at any time to add, remove, or alter a statement of the company's objects without affecting its rights or obligations.

Powers include changing the company's name, restricting its objects, altering its articles of association, reducing capital, and winding up voluntarily.

The articles delineate the scope of business, powers, management, and rights of shareholders within a company.

Unlike the repealed Act, the 2015 Companies Act does not specify types of companies that must compulsorily register articles or have discretion not to register them.

The memorandum provides a snapshot of the company at incorporation and cannot be altered.

The main purpose of the articles of association is to prescribe regulations for the company, applicable to both public and private companies.

Ultra vires refers to transactions entered into by the company that are outside the objects or powers specified in its memorandum of association, making them unenforceable.

Any provision in the articles that is at variance with the Companies Act is void.

The company must ensure that its articles conform to the substantive provisions of the Companies Act.

The Companies Act, 2015 has reformed the law by removing certain requirements, such as the statement of the objects of the company, which were previously required to be specified in the memorandum.

Section 28(1) allows companies to have unrestricted objects unless specifically restricted by their articles, marking a departure from the 1978 Act which required clearly defined objects in the memorandum.

The articles must confer power to directors to refuse registration of proposed transfers of shares and may grant existing shareholders the right of first refusal.

The shares are cancelled and are not liable to be re-issued, ensuring compliance with statutory prohibitions against investing in its own shares.

It must state the total nominal value of the shares it may allot to members, referred to as the authorised or registered capital.

Any exclusion or modification must be expressly provided in the company's articles; otherwise, the provisions of the model articles will apply.

The articles constitute a contract binding on all members, and subscribers must understand the terms of the incorporation contract they are bound by.

The articles of association provide the framework for the internal regulation and management of the company's affairs, including the management structure and the powers and duties of directors.

The articles must be contained in a single document, printed, divided into consecutively numbered paragraphs, and signed by each subscriber, who must also have their occupation and postal address printed below their signature.

All companies have the discretionary right to either register their articles of association or adopt parts of the model articles prescribed in regulations.

The memorandum must be authenticated by one or more subscribers, and their signatures must be duly attested by a person other than a subscriber.

Section 20(3) allows a company to adopt all or any provisions of a prescribed version of model articles as its articles of association.

The articles of association define the duties, rights, and powers of the governing body and regulate the internal affairs of the company.

Key aspects include shares, capital variation, dividends, calls on shares, transfer and forfeiture of shares, voting procedures, and the powers and duties of directors.

No, subscribers do not need to pay for shares unless a call is made or payment is a condition precedent to their subscription.

Any clause that is inconsistent with the provisions delimiting the company's objects and powers is rendered inoperative to the extent of that inconsistency.

The authority allows a company to intervene as a buyer to smooth out a sudden fall in its share price, enabling market or off-market purchases.

The Act implies that a company can engage in any lawful business unless its objects are restricted by its memorandum or articles.

The Act provides no legal framework for employees to influence governance, although they have a voice and stake in the company's prosperity.

The basic form and content of the memorandum prescribed by the 2015 Act are not ordinarily subject to alteration.

Participation is defined as the influence of employee representatives in company affairs through nomination rights or recommendations for appointments.

The articles should include provisions for membership subscription, capital structure, variation of capital, governance structure, classes of shares, voting rights, and resolutions.

The memorandum of association defines the company's objects and powers, allowing shareholders, creditors, and others to ascertain the company's scope of business.

The articles of association delineate the powers of the Board of Directors and the company in general meeting to avoid conflicts in the conduct and management of the company's business.

Actions such as restricting or removing previously imposed restrictions on company objects, forfeiting shares for debts, and paying dividends out of capital are void if authorized by the articles.

A special resolution of its members is required to alter its articles, not just a resolution of the Board.

The memorandum of association must be in the prescribed form, authenticated by each subscriber, and indicate whether the company is limited or unlimited.

The Act requires every person wishing to register a company to lodge a copy of the proposed articles of association along with other required documents.

The Act prohibits the registration of a company whose memorandum is not in the prescribed form or does not comply with the requirement for authentication.

The effect is that, as far as applicable, the model articles are considered duly registered, and the company can either formulate its own articles or adopt the standard regulations contained in the model articles.

They must disclose whether the shares are all of one class and, if not, what special rights attach to each class.

Private companies often raise initial capital from sources other than members' subscription for shares, such as loan capital from promoters or finance institutions.

The alteration requires a special resolution of the company in a general meeting, subject to statutory regulation.

Failure to register articles does not impede the registration of a company but defaults to the application of the relevant model articles prescribed by regulations.

It refers to the influence of employee representatives in company affairs, including the right to nominate members of supervisory or administrative bodies.

Provisions in the memorandum of association of existing companies become provisions of their articles, but companies can still amend their articles.

The model regulations define the rights and obligations of shareholders and delineate the rights and powers of shareholders as members versus those of the directors.

The articles delineate the objects and powers of the company, ensuring that any business transacted is intra vires, meaning within the legal powers of the company.

The type of company dictates the contents of its memorandum of association and the accompanying statement of nominal capital or guarantee.

Shareholders may have pre-emptive rights that allow them to refuse the transfer of shares to non-members.

It discloses the total number of shares, aggregate nominal value, particulars of various classes of shares, and amounts to be paid up or remaining unpaid on each share.

It discloses the identity of the subscribers and contains an undertaking by each subscriber to contribute to the company's assets to discharge debts and liabilities.

Section 21 ensures that every registered company has a regulatory framework for the effective management of its internal affairs.

The court held that the regulations in model articles have statutory authority, and provisions in any article that align with them are valid.

They provide a clear picture of the type of company, its capital structure, and the extent of liability of the members for the company's debts.

No, these statements are not required for unlimited companies that have no share capital.

While the 2015 Act does not require certain matters to be stated in the articles, it is practically important for comprehensive provisions to be included for effective internal regulation.

An existing member or employee, a family member of a member or employee, a widow or widower of a member or employee, an existing debenture holder, or a trustee of a trust with a principal beneficiary in these categories.

The memorandum operates as the company's charter defining the type of company and terms of incorporation, while the articles serve as the company's constitution regulating its internal affairs.

They may not offer to the public any shares or debentures of the company.

It restricts the right to transfer or allot shares and forbids any invitation to the public to subscribe for shares or debentures.

It allows offers for shares or debentures only as a private concern between the person receiving the offer and the person making it.