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Contents of Memorandum of Association
company is required to have the following contents in the memorandum of association.
Name of the company:
name of the company with the following words at the end of the name:
case of public company “Limited”
case of private company “Private Limited”
8 companies are exempted from the above requirement. [Section 8 companies were
earlier known as section 25 companies under the old companies act.]
of the State in which the registered office of the company is to be situated.
objects for which the company is proposed to be incorporated and any matter
considered necessary in furtherance thereof.
Liability of members:
liability of members of the company, whether limited or unlimited, has to be stated.
of a company limited by shares - that
liability of its members is limited to the amount unpaid, if any, on the shares
held by them;
of a company limited by guarantee - the amount up to which each member
undertakes to contribute to the :
assets of the Co. in the event of its being
wound-up, for payment of the debts and liabilities of the Co. or of such debts
and liabilities as may have been contracted before he ceases to be a member, as
the case may be; and
costs, charges and expenses of winding-up &
for adjustment of the rights of the contributories among themselves.
company having a share capital, shall have to mention the followings.
The amount of share capital with which the
company is to be registered, the division of share capital into no. of shares of a fixed
amount. The number of shares which the subscribers to the memorandum of association agree
to subscribe (which shall not be less than 1 share); and
The no. of shares each subscriber to the
memorandum of association, intends to take, indicated opposite his name.
company not having share capital, is obviously, not required mention anything
about share capital.
Nominee of One Person Company:
of OPC, the name of the nominee of the company has to be mentioned. Nominee is the
person who becomes the member of the company in the event of death of the
The above requirement for various contents of memorandum of association is as
per section 4(1) of the companies act 2013, which was earlier in the section 13
of the companies act 1956.