Memorandum Of Association

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Presentation transcript:

Memorandum Of Association According to section 2(56) of the Companies Act 2013 Memorandum means “Memorandum of Association of a Company as originally framed or altered from time to time in pursuance of any previous Companies Law or of this Act.”

Purpose of Memorandum The lender will be able to know where his money will be used. It also defines the contractual limit of the company

Contents of Memorandum Name Clause Registered office clause Objects clause Liability clause Association or subscription clause

Alteration of Memorandum Change of name Change of registered office Change of object clause Change of liability clause Change of capital clause

Doctrine of Ultra Vires Protects shareholders It safeguards the interests of the shareholders Rationale Ashbury Railway Carriage and Iron Co. Ltd. V. Riche (1875)

Effects of Ultra vire acts Void ab intio Injunction Breach of warranty of authority Personal liability of directors Ultra vire contracts Ultra vire acquired property Ultra vire borrowings Ultra vire torts

Exceptions to the Doctrine of Ultra vires

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